Form 11-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 11-K

 


(Mark One):

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE — ACT OF 1934

For the fiscal year ended December 31, 2006

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE — ACT OF 1934

For the transition period from              to             

Commission file number 1-13782

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Westinghouse Air Brake Technologies Corporation Savings Plan

 

B. Name of issuer of the securities held pursuant to the plan and the address of the principal executive office.

Westinghouse Air Brake Technologies Corporation

1001 Air Brake Avenue

Wilmerding, PA 15148

 



WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN

Form 11-K Annual Report Pursuant To Section 15(D) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2006

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN

ANNUAL REPORT ON FORM 11-K

DECEMBER 31, 2006 AND 2005

TABLE OF CONTENTS

 

     Page

Report of Independent Registered Public Accounting Firm

   4

Audited Financial Statements

  

Statements of Net Assets Available for Plan Benefits

   5

Statements of Changes in Net Assets Available for Plan Benefits

   6

Notes to Financial Statements

   7

Supplemental Schedule

  

Schedule of Assets Held for Investment Purposes at December 31, 2006

   10

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of Westinghouse Air Brake Technologies Corporation Savings Plan:

We have audited the accompanying statements of net assets available for plan benefits of Westinghouse Air Brake Technologies Corporation Savings Plan as of and for the years ending December 31, 2006 and 2005, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Westinghouse Air Brake Technologies Corporation Savings Plan as of December 31, 2006 and 2005, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 2006 and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Freed Maxick & Battaglia, CPAs, PC

Buffalo, New York

June 26, 2007

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

     December 31,
     2006    2005

Investments at market value:

     

Shares of registered investment companies

   $ 119,142,318    $ 103,580,125

Common collective trust

     31,348,009      29,441,844

Employer securities

     18,002,277      17,376,018

Participant loans

     3,414,810      3,399,225
             
     171,907,414      153,797,212

Receivables:

     

Employee contributions receivable

     335,025      419,813

Employer contributions receivable

     3,463,357      3,201,911
             

Net assets available for benefits

   $ 175,705,796    $ 157,418,936

Adjustment from fair value to contract value for interest in collective trust relating to fully benefit-responsive investment contracts

     373,860      432,015

Net assets available for benefits

   $ 176,079,656    $ 157,850,951
             

The accompanying notes are an integral part of these financial statements.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

 

     Years ended December 31,
     2006    2005

Sources of net assets:

     

Unrealized gain on investment transactions

   $ 7,686,633    $ 8,578,341

Employee contributions

     8,529,596      7,654,075

Employer contributions

     5,948,335      5,402,962

Interest and dividend income

     7,122,633      3,954,425

Realized gain on investment transactions

     2,352,669      435,456
             

Total sources of net assets

     31,639,866      26,025,259
             

Applications of net assets:

     

Benefit payments

     13,379,979      12,435,455

Administrative expenses

     31,182      40,064
             

Total applications of net assets

     13,411,161      12,475,519
             

Increase in net assets

     18,228,705      13,549,740
             

Net assets available for plan benefits:

     

Beginning of year

     157,850,951      144,301,211
             

End of year

   $ 176,079,656    $ 157,850,951
             

The accompanying notes are an integral part of these financial statements.

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

1. DESCRIPTION OF PLAN

The following description of the Westinghouse Air Brake Technologies Corporation Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document and Summary Plan Description for a more complete description of the Plan’s provisions.

General

The Plan, effective March 9, 1990, amended and restated effective January 1, 2006, is a contributory plan intended to comply with the provisions of Sections 401(a), 401(k), and 401(m) of the Internal Revenue Code (IRC). All employees of Westinghouse Air Brake Technologies Corporation and its subsidiaries (WABTEC) (the Company) are eligible to participate upon their hire date. All collective bargaining employees in Boise, Idaho, and those in Wilmerding, Pennsylvania and Greensburg, Pennsylvania hired before October 1, 2004 are eligible to participate in the Plan, but are not eligible for employer contributions.

Contributions

Participants may contribute, through payroll deductions, employee elective contributions from 1% to 50% of their compensation, limited to $15,000 in 2006 ($14,000 – 2005). In addition, participants may contribute employee after-tax contributions from 1% to 50% of their compensation. Participants who were 50 years of age or older during the plan year are allowed to contribute catch up contributions in addition to the 50% maximum. Participants’ total annual contributions may not exceed the contributions limits under Section 415(c) of the IRC. In addition, the combination of an employee’s elective contribution and after-tax contribution could not exceed 50% of their compensation in 2006 and 2005.

The Company makes an annual contribution of 3% of a participant’s eligible compensation, as long as the Company employs the participant at December 31. In addition, the Company makes a dollar for dollar matching contribution of up to 3% of the participant’s contributions.

The Plan allows participants to direct their contributions, and contributions made on their behalf, to any of the investment alternatives offered under the Plan.

Withdrawals

Participants may make the following types of withdrawals:

In-Service Withdrawals - A participant may withdraw any amount of the vested portion of their employer matching account, employer basic account, employee after-tax account, and rollover accounts once in any six-month period. Once a participant has reached age 59  1/2, they can withdraw any portion of their employee elective account.

Hardship Withdrawals - In the case of hardship, as defined in the plan document, the participant can receive 100% of their employee elective account. Hardship withdrawals are limited to once every plan year. Employee contributions cannot be made to the Plan for a period of six months following the hardship withdrawal.

Loans - Participants may borrow from their fund accounts a maximum loan amount equal to the lesser of 50% of the value of the Participant’s vested balance of their account, reduced by any outstanding loan balance, or $50,000. The loans bear interest based on prevailing commercial rates determined quarterly by the plan administrator. The interest rates on participant loans range from 5% to 10.5%.

Participant Accounts

Each participant’s account is credited with the participant’s contribution and allocations of (a) the Company’s contribution and, (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, the Company will

 

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direct either (a) that the investment manager and trustee continue to hold the participants’ accounts in accordance with the Plan, or (b) that the investment manager and trustee immediately distribute to each participant all amounts in the participant’s account in a single lump-sum payment.

Vesting

Employee contributions are at all times 100% vested and nonforfeitable. Plan participants become 100% vested in employer contributions after three years of service as described in the Plan document.

Forfeitures

Amounts forfeited by participants are used to reduce future employer contributions. Effective April 1, 2007, the Plan was amended to allow forfeitures to be used to pay Plan expenses. For the year ended December 31, 2006, forfeited non-vested accounts totaled $159,565 ($182,932 in 2005).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The accounts of the Plan are maintained on an accrual basis of accounting. Certain expenses incurred by the plan administrator, investment manager and trustee for their services and costs in administering the Plan are paid directly by the Company.

As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through a collective trust. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis. The requirements of the FSP have been applied retroactively to the Statement of Net Assets Available for Benefits as of December 31, 2005 presented for comparative purposes. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits for any period presented.

Accounting Estimates

The process of preparing financial statements in conformity with U.S. generally accepted accounting principles requires management to use estimates and assumptions that affect certain types of assets, liabilities and changes therein. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, actual results may differ from estimated amounts.

Investment Valuation and Income Recognition

The Plan’s assets are invested in the common stock of Westinghouse Air Brake Technologies Corporation through a unitized stock fund, which includes an investment in a money market fund for liquidity purposes and several mutual funds through Fidelity Management Trust Company, the Plan custodian and trustee. All investments are presented at market value based upon quoted market prices. Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year end. The Plan’s interest in the collective trust is valued at fair value based on information reported by the investment advisor using the audited financial statements of the collective trust. Participant loans are valued at their outstanding balances, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on accrual basis. Dividends are recorded on the ex-dividend date.

Income Taxes

The Plan has received a determination letter from the Internal Revenue Service dated March 27, 2002, stating that the Plan is qualified under Section 410 (a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has since been amended, but the plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the value of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.

 

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3. INVESTMENTS

The trustee of the Plan is Fidelity Management Trust Company (Fidelity) per the Trust Agreement dated June 21, 1990. Fidelity maintains the investments and provides recordkeeping functions for the Plan. The fair market values of individual assets that represent 5% or more or the Plan’s net assets as of December 31, 2006 and 2005 are as follows:

 

     December 31,
2006
    December 31,
2005

Fidelity Managed Income Portfolio II Fund

   $ 31,348,009     $ 29,441,844

Spartan US Equity Index Fund

     24,302,881       10,966,705

Wabtec Stock Fund

     18,002,277       17,376,018

Fidelity Growth Fund

     15,814,681       12,985,104

Fidelity Contrafund

     14,151,521       12,198,322

Fidelity Equity Income Fund

     9,762,567       8,980,863

Fidelity Blue Chip Growth Fund

     8,469,024 *     8,139,277

Fidelity Magellan Fund

     —         13,153,164

Fidelity Asset Manager Fund

     —         9,723,335
* Presented for comparative purposes only

The Plan’s investments (including gains and losses on investment bought and sold, as well as held during the year) appreciated in value by $10,039,302 as of December 31, 2006 ($9,013,797 in 2005) as follows:

 

     Year ended December 31,
     2006    2005

Wabtec common stock

   $ 2,426,507    $ 3,634,194

Shares of registered investment companies

     7,612,795      5,379,603
             

Total appreciation

   $ 10,039,302    $ 9,013,797
             

4. PARTY-IN-INTEREST TRANSACTIONS

Plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan for the investment management services amounted to $31,182 for the year ended December 31, 2006 ($40,064 in 2005). The Plan also invests in WABTEC Common Stock. WABTEC is the plan sponsor, and therefore, transactions qualify as party-in-interest. Investment income from investments sponsored by Fidelity Management Trust Company and WABTEC amounted to $13,166,946 for the year ended December 31, 2006 ($12,033,276 in 2005).

5. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

     Year ended December 31,  
     2006     2005  

Net assets available for plan benefits per the financial statements

   $ 176,079,656     $ 157,850,951  

Adjustment from fair value to contract value for fully benefit responsive investment contract

     (373,860 )     (432,015 )
                

Net assets available for plan benefits per the form 5500

   $ 175,705,796     $ 157,418,936  
                

 

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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

SAVINGS PLAN

PLAN NUMBER 004

EMPLOYER IDENTIFICATION NUMBER 25-1615902

SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

DECEMBER 31, 2006

 

Identity of Issuer

  

Description of Asset

   Fair Value

Fidelity

   Fidelity Managed Income Portfolio II Fund*    $ 31,348,009

Geode Capital Management

   Spartan U.S. Equity Index Fund      24,302,881

Wabtec

   Wabtec Stock Fund*      18,002,277

Fidelity

   Fidelity Growth Fund*      15,814,681

Fidelity

   Fidelity Contrafund*      14,151,521

Fidelity

   Fidelity Equity Income Fund*      9,762,567

Fidelity

   Fidelity Overseas Fund*      8,547,914

Fidelity

   Fidelity Blue Chip Growth Fund*      8,469,024

Fidelity

   Fidelity Freedom 2040 Fund*      5,369,408

Fidelity

   Fidelity Freedom 2020 Fund*      4,973,462

Fidelity

   Fidelity Freedom 2010 Fund*      4,077,098

JP Morgan

   JP Morgan Core Bond Select      3,841,588

Fidelity

   Fidelity Freedom 2015 Fund*      3,243,253

Fidelity

   Fidelity Low-Priced Stock Fund*      3,035,957

Fidelity

   Fidelity Freedom 2030 Fund*      2,349,398

Capital Research and Management Company

   AF Europac Grth R4      2,327,141

MSI

   MSI Small Co Growth B      2,116,640

Fidelity

   Fidelity Freedom 2025 Fund*      1,628,258

Wells Fargo Funds Management

   WFA Small Cap Val Z      1,421,184

Goldman Sachs Asset Management

   GS Mid Cap Value A      969,230

Fidelity

   Fidelity Freedom 2005 Fund*      882,348

Fidelity

   Fidelity Freedom 2035 Fund*      742,667

Fidelity

   Fidelity Freedom 2000 Fund*      610,863

Fidelity

   Fidelity Freedom Income Fund*      486,903

Fidelity

   Fidelity Freedom 2045 Fund*      16,993

Fidelity

   Fidelity Freedom 2050 Fund*      1,339
   Participant Loan Fund* (Interest rates range from 5% to 10.5%)      3,414,810
         
      $ 171,907,414
         

* The above named institution is a party-in-interest.

 

10


SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Westinghouse Air Brake Technologies Corporation     Savings Plan
By  

/s/ Scott E. Wahlstrom

  Scott E. Wahlstrom
 

Vice President, Human Resources and Plan

Administrator of the Westinghouse Air Brake

Technologies Corporation Savings Plan

June 26, 2007

 

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