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, 2003
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 Company Savings Plan
for Hourly Employees
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
REQUIRED INFORMATION
The Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly Employees (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Therefore, in lieu of the requirements of Items 1-3 of Form 11-K, the financial statements and schedules of the Plan for the two fiscal years ended December 31, 2003 and 2002, which have been prepared in accordance with the financial reporting requirements of ERISA, are presented on pages 2 through 7. The 2002 financial statements were audited, and the 2002 report of independent registered public accounting firm is included on page 1. The 2003 financial statements are unaudited due to the number of participants in the Plan at the beginning of fiscal 2003 falling below the number of participants requiring audit under ERISA.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
Form 11-K Annual Report Pursuant To Section 15(D) of
the Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 2003
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN FOR HOURLY EMPLOYEES
ANNUAL REPORT ON FORM 11-K
DECEMBER 31, 2003 AND 2002
TABLE OF CONTENTS
| Page | ||
| 1 | ||
| Financial Statements |
||
| 2 | ||
| 3 | ||
| 4 | ||
| Supplemental Schedule |
||
| Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year), December 31, 2003 |
7 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly Employees and Participants:
We have audited the accompanying statement of net assets available for benefits of the Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly Employees as of December 31, 2002 and the related statement of changes in net assets available for benefits for the year 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 audit in accordance with the 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 audit provides 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 benefits of the Plan as of December 31, 2002, and the changes in its net assets available for benefits for the year then ended, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Pittsburgh, PA
June 6, 2003
1
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| Unaudited | ||||||
| December 31 | ||||||
| 2003 |
2002 | |||||
| Investments, at market |
$ | 308,417 | $ | 760,542 | ||
| Employee contribution receivable |
— | 5,166 | ||||
| Participant loans |
5,610 | 52,471 | ||||
| Net assets available for benefits |
$ | 314,027 | $ | 818,179 | ||
The accompanying notes are an integral part of these financial statements.
2
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| Unaudited | ||||||||
| Years ended December 31 |
||||||||
| 2003 |
2002 |
|||||||
| Net assets available for benefits, beginning of year |
$ | 818,179 | $ | 987,888 | ||||
| Increases: |
||||||||
| Employee contributions |
20,614 | 92,321 | ||||||
| Net appreciation in fair value of investments |
68,500 | — | ||||||
| Transfer in from other plans |
— | 8,283 | ||||||
| Investment income: |
||||||||
| Interest and dividends |
6,940 | 27,836 | ||||||
| Total increases |
96,054 | 128,440 | ||||||
| Decreases: |
||||||||
| Benefit payments |
54,564 | 188,473 | ||||||
| Net depreciation in fair value of investments |
— | 109,051 | ||||||
| Transfer out to other plans |
545,481 | — | ||||||
| Administrative expenses |
161 | 625 | ||||||
| Total decreases |
600,206 | 298,149 | ||||||
| Net decrease |
(504,152 | ) | (169,709 | ) | ||||
| Net assets available for benefits, end of year |
$ | 314,027 | $ | 818,179 | ||||
The accompanying notes are an integral part of these financial statements.
3
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 (UNAUDITED) AND 2002
1. DESCRIPTION OF PLAN
The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan document and Summary Plan Description for more complete information.
General
The Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly Employees (the Plan), effective May 1, 1999, 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).
Contributions
Participants may contribute, through payroll deductions, employee elective contributions from 1% to 20% of their compensation, limited to $12,000 in 2003. In addition, participants may contribute employee after-tax contributions from 1% to 20% of their compensation in 2003. Participants who were 50 years or older during the calendar year 2003 were allowed to contribute up to $2,000 in catch-up contributions in addition to the 20% maximum.
Participant total annual contributions may not exceed the contribution 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 20% of his/her compensation in 2003 and 2002.
Withdrawals
Participants may make the following types of withdrawals:
In-Service Withdrawals—A participant may withdraw any portion of his/her employee after-tax account and rollover accounts once in any six-month period. Once a participant has reached age 59- 1/2, he/she can withdraw any portion of his/her employee elective account, provided that the participant simultaneously withdraws (or has previously withdrawn) the entire amount of his/her employee after-tax account and rollover accounts, if applicable.
Hardship Withdrawals—In the case of hardship, as defined in the plan document, the participant can receive 100% of his/her employee elective account. Hardship withdrawals are limited to once every plan year.
Loans
Participants may receive loans from the Plan. At no time shall the loans of the participant exceed the lesser of 50% of the value of the participant’s vested balance of his/her account, reduced by any outstanding loan balance, or $50,000. The loans bear interest based on prevailing commercial rates as determined quarterly by the plan administrator. The interest rates on participant loans range from 5% to 7.75%.
Vesting
Employee contributions are at all times 100% vested and nonforfeitable.
4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accounts of the Plan are maintained on the 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 Westinghouse Air Brake Technologies Corporation (the Company).
Investments
Investments are valued at their market values based on published quotations.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from these estimates.
3. INVESTMENTS
The trustee of the Plan holds the Plan’s investments and executed transactions therein. The fair market values of individual assets that represent 5% or more of the Plan’s net assets as of December 31, 2003 and 2002 are as follows:
| December 31 | |||||
| 2003 |
2002 | ||||
| T. Rowe Price Science & Technology Fund |
$ | 84,480 | 68,134 | ||
| Fidelity Managed Income Portfolio II |
67,306 | 336,071 | |||
| Fidelity Freedom 2040 Fund |
45,904 | 49,246 | |||
| Fidelity Freedom 2020 Fund |
27,617 | 16,470 | |||
| Fidelity Freedom 2030 Fund |
26,792 | 14,542 | |||
| Banc One Bond Fund |
21,151 | 31,090 | |||
| Fidelity Equity Income Fund |
258 | 46,111 | |||
| Fidelity Asset Manager Fund |
66 | 62,015 | |||
For the years ended December 31, 2003 and 2002, investment income for the Plan is as follows:
| Years ended | December 31, | ||||||
| 2003 |
2002 |
||||||
| Net appreciation (depreciation) in fair value of investments: |
|||||||
| Westinghouse Air Brake Technologies Corporation common stock |
$ | 2,362 | $ | 4,323 | |||
| Mutual funds |
66,138 | (113,374 | ) | ||||
| 68,500 | (109,051 | ) | |||||
| Interest & dividends |
6,940 | 27,836 | |||||
| Total investment gain (loss) |
$ | 75,440 | $ | (81,215 | ) | ||
Investment Options
The trustee of the investments is Fidelity Management Trust Company (Fidelity) per the Trust Agreement dated May 1, 1999. Fidelity maintains the investments and provides record-keeping functions for the Plan. Each participant’s account, at the discretion of the participant, may be invested in a variety of funds.
5
4. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, the Company will 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.
5. TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service dated November 19, 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 administrator believes that 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.
6. 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 values 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.
6
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
PLAN NUMBER 009
EMPLOYER IDENTIFICATION NUMBER 25-1615902
SCHEDULE H, LINE 4(i) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
| Description of Investment |
Units/Shares |
Current Value | |||
| Common Stock |
|||||
| * Wabtec Corporation |
919.509 | $ | 12,947 | ||
| Registered Investment Companies |
|||||
| T. Rowe Price Science & Technology Fund |
4,493.593 | 84,480 | |||
| Banc One Bond Fund |
1,924.576 | 21,151 | |||
| * Fidelity Magellan |
58.761 | 5,743 | |||
| * Fidelity Contrafund |
21.715 | 1,072 | |||
| * Fidelity Equity Income Fund |
5.180 | 258 | |||
| * Fidelity Growth Company Fund |
66.479 | 3,329 | |||
| * Fidelity Overseas Fund |
212.704 | 6,685 | |||
| * Fidelity Blue Chip Growth Fund |
3.907 | 155 | |||
| * Fidelity Asset Manager Fund |
4.199 | 66 | |||
| * Fidelity Low Price Stock Fund |
1.701 | 59 | |||
| * Fidelity Freedom 2010 Fund |
372.775 | 4,854 | |||
| * Fidelity Freedom 2020 Fund |
2,121.083 | 27,616 | |||
| * Fidelity Freedom 2030 Fund |
2,068.873 | 26,792 | |||
| * Fidelity Managed Income Portfolio II |
67,306.150 | 67,306 | |||
| * Fidelity Freedom 2040 Fund |
6,072.023 | 45,904 | |||
| Loan Fund |
|||||
| * Participant loans |
5,610 | ||||
| $ | 314,027 | ||||
| * | Indicates party-in-interest. |
7
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 | ||
| By |
/s/ Scott E. Wahlstrom | |
| Scott E. Wahlstrom | ||
| Vice President, Human Resources and Plan Administrator of the Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly Employees | ||
June 25, 2004