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, 2002
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
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, 2002
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION SAVINGS PLAN
FOR HOURLY EMPLOYEES
ANNUAL REPORT ON FORM 11-K
DECEMBER 31, 2002 AND 2001
TABLE OF CONTENTS
PAGE
----
Report of Independent Auditors 1
Statements of Net Assets Available for Benefits,
December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 2002 and
2001 3
Notes to Financial Statements 4
Supplemental Schedule:
Schedule H, Line 4(i) - Schedule of Assets (Held at End
of Year), December 31, 2002 7
REPORT OF INDEPENDENT AUDITORS
To the Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly
Employees and Participants:
We have audited the accompanying statements of net assets available for benefits
of the Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly
Employees as of December 31, 2002 and 2001 and the related statements of changes
in net assets available for 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 auditing standards generally accepted
in the 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 benefits of the Plan as of
December 31, 2002 and 2001, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31,2002 is presented for purposes of
additional analysis and is not a required part of the 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 Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
June 6, 2003
1
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
2002 2001
-------- --------
Investments, at market $760,542 $926,125
Employee contribution receivable 5,166 --
Participant loans 52,471 61,763
-------- --------
Net assets available for benefits $818,179 $987,888
======== ========
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
Years ended December 31
2002 2001
----------- -----------
Net assets available for benefits, beginning of year $ 987,888 $ 1,108,567
----------- -----------
Increases:
Employee contributions 92,321 159,333
Transfer in from other plans 8,283 24,202
Investment income:
Interest and dividends 27,836 37,264
----------- -----------
Total increases 128,440 220,799
----------- -----------
Decreases:
Benefit payments 188,473 202,098
Net depreciation in fair value of investments 109,051 138,719
Administrative expenses 625 661
----------- -----------
Total decreases 298,149 341,478
----------- -----------
Net decrease (169,709) (120,679)
----------- -----------
Net assets available for benefits, end of year $ 818,179 $ 987,888
=========== ===========
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, 2002 AND 2001
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/or 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 $11,000 in 2002.
In addition, participants may contribute employee after-tax contributions from
1% to 20% of their compensation in 2002. Employee contributions were limited to
contributing up to 16% of their compensation in 2001.
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% and 16% of
his/her compensation in 2002 and 2001, respectively.
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 7.0% to 10.5%.
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.
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 accounting principles
generally accepted in the United States requires the plan administrator to make
estimates and assumptions 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, 2002 and 2001 are as follows:
December 31
2002 2001
---- -----
Fidelity Managed Income Portfolio II $336,071 $379,273
T. Rowe Price Science & Technology Fund 68,134 150,123
Fidelity Asset Manager Fund 62,015 60,656
Fidelity Freedom 2040 Fund 49,246 93,280
Fidelity Equity Income Fund 46,111 63,520
For the years ended December 31, 2002 and 2001 investment income for the Plan is
as follows:
Years ended December 31,
2002 2001
---- ----
Net appreciation (depreciation) in fair value of investments:
Corporate common stock $ 4,323 $ 4,148
Mutual funds (113,374) (142,867)
--------- ---------
(109,051) (138,719)
Interest & dividends 27,836 37,264
--------- ---------
Total investment loss $ (81,215) $(101,455)
========= =========
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.
4. PLAN TERMINATION:
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
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
has indicated that it will take the necessary steps, if any, to maintain the
Plan's qualified status.
6. SUBSEQUENT EVENT
Effective January 1, 2003, Service Center hourly employees, who were
participants in the Plan, were transferred into the Westinghouse Air Brake
Technologies Corporation Savings Plan (Savings Plan). Assets of $496,490,
representing these participants' accounts, were transferred into the Savings
Plan from the Plan.
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, 2002
Description of Investment Units/Shares Current Value
--------------------------------------------------- ------------------ ------------------
Common Stock
------------
* Wabtec Corporation 2,925.887 $ 34,146
Registered Investment Companies
-------------------------------
T. Rowe Price Science & Technology Fund 5,481.453 68,134
Banc One Bond Fund 2,793.382 31,090
* Fidelity Magellan 165.376 13,058
* Fidelity Contrafund 31.552 1,218
* Fidelity Equity Income Fund 1,162.358 46,111
* Fidelity Growth Company Fund 338.649 11,995
* Fidelity Overseas Fund 629.469 13,848
* Fidelity Blue Chip Growth Fund 454.311 14,511
* Fidelity Asset Manager Fund 4,493.821 62,015
* Fidelity Freedom 2000 Fund 7.319 81
* Fidelity Freedom 2010 Fund 2,567.523 29,372
* Fidelity Freedom 2020 Fund 1,547.972 16,470
* Fidelity Freedom 2030 Fund 1,420.124 14,542
* Fidelity Managed Income Portfolio II 336,071.290 336,071
Spartan US Equity Index Portfolio 598.207 18,634
* Fidelity Freedom 2040 Fund 8,403.754 49,246
Loan Fund
---------
* Participant loans 52,471
--------------
$ 813,013
* Indicates party-in-interest.
The accompanying notes to financial statements
are an integral part of this schedule.
Schedule I
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 29, 2003
8
CERTIFICATION
Pursuant to 18 U.S.C. ss. 1350, the undersigned officers of the
Westinghouse Air Brake Technologies Corporation Savings Plan for Hourly
Employees of Westinghouse Air Brake Technologies Corporation (the "Plan"),
hereby certify, to the best of their knowledge, that the Plan's Annual Report on
Form 11-K for the year ended December 31, 2002 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934 and that the information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operations of the Plan.
By: /s/ GREGORY T. H. DAVIES
-----------------------------------------
Gregory T. H. Davies
President & Chief Executive Officer
Date: June 29, 2003
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
Date: June 29, 2003