WABWabtec

Please provide us copies of the board books and any other materials, including presentations made by the financial advisor, provided to the board and management in connection with the proposed transaction.

Wabtec understands that presentations by Goldman Sachs, dated May 19, 2018 and May 20, 2018, respectively, provided to the board of directors of Wabtec in connection with the proposed transaction are being provided under separate cover on a confidential and supplemental basis to the Staff by Cleary Gottlieb Steen & Hamilton LLP, counsel to Goldman Sachs. Read in the reply ↗

Please add a question and answer describing what a "modified Reverse Morris Trust" transaction is and briefly discuss the reasons for structuring a separate sale of assets and why the parties chose this structure over others.

In response to the Staff’s comment, Wabtec has added a new question and answer on pages 9-10 of the Amended Proxy Statement in the “Questions and Answers About the Special Meeting and the Transactions” section. Read in the reply ↗

Please include information as of and for the most recently completed interim period in 2018 consistent with that presented for Wabtec. Refer to Item 14 of Schedule 14A. Conform the presentation in “Selected Historical Combined Financial Data of GE Transportation” to the presentation here.

In response to the Staff’s comment, unaudited financial information of GE Transportation as of and for the most recently completed interim period in 2018 has been included in “Summary Historical Combined Financial Data of GE Transportation” and “Selected Historical Combined Financial Data of GE Transportation.” See pages 22 and 169 of the Amended Proxy Statement. Read in the reply ↗

Please include information as of and for the most recently completed interim period in 2018 consistent with the historical information presented. Refer to Item 14 of Schedule 14A.

In response to the Staff’s comment, unaudited financial information as of and for the most recently completed interim period in 2018 has been included in “Summary Unaudited Pro Forma Condensed Combined Financial Data.” See pages 24-26 of the Amended Proxy Statement. Read in the reply ↗

Refer to the last paragraph on page 27. Please briefly describe the "other factors" GE may consider in determining whether to effect a spin-off or split-off.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 28 in the Amended Proxy Statement. Read in the reply ↗

Please disclose whether the Wabtec board considered strategic alternatives to the proposed transaction and if so, why those alternatives were rejected.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 33 in the Amended Proxy Statement. Read in the reply ↗

Refer to the third full and last paragraphs on page 32. Please clarify which party proposed the cash payment to GE from SpinCo and briefly discuss why the parties determined to pursue the Direct Sale in lieu of a cash payment.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 33 in the Amended Proxy Statement. Read in the reply ↗

In the first bullet point on page 35, please quantify the transaction-related fees and costs and transition and integration-related costs. We note your disclosure in the last full paragraph on page 134.

In response to the Staff’s comment, the applicable disclosure has been revised. The revised disclosure includes a quantification of the transaction-related fees and costs and transition and integration-related costs. Please see page 36 in the Amended Proxy Statement. Read in the reply ↗

Refer to the Selected Companies Analysis. Please briefly discuss the significance of the "Through the Cycle" analysis and of adjusting or not adjusting to take into account the tax attributes of the transaction.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 40 in the Amended Proxy Statement. Read in the reply ↗

Refer to the Selected Transactions Analysis. Please discuss whether there were any transactions which met the criteria but were excluded for either the Rail Industry Selected Transactions or the High Quality Industrial Selected Transactions analyses.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see pages 41-42 in the Amended Proxy Statement. Read in the reply ↗

Refer to the table of Rail Industry Selected Transactions. Please briefly discuss whether the age of the precedent transactions affects comparability. We note in this regard that five of the precedent transactions closed more than ten years ago.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see pages 41-42 in the Amended Proxy Statement. Read in the reply ↗

Investors are entitled to rely on the disclosure in the proxy statement. Please revise the last sentence of the carryover paragraph at the top of page 47 accordingly.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 49 in the Amended Proxy Statement. Read in the reply ↗

Please disclose the material assumptions and estimates underlying each of The Wabtec Adjusted GE Transportation Financial Projections and the Wabtec Financial Projections.

In response to the Staff’s comment, Wabtec has supplemented the applicable disclosure to disclose the most significant assumptions and estimates underlying the financial projections presented. Please see pages 47-48 in the Amended Proxy Statement. Read in the reply ↗

Please quantify the expenditures and disclose the anticipated timeframes to complete the material components of the variable cost reduction initiatives you discuss here. Customers, page 144

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 147 in the Amended Proxy Statement. Read in the reply ↗

Please identify each ten percent or greater customer and the percentage of revenues attributable to each respective customer for each of the fiscal years included here. We note the disclosure in Note 19 to the Combined Financial Statements.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see pages 149-150 in the Amended Proxy Statement. Read in the reply ↗

We note that the Wabtec-adjusted GE Transportation projections on page 47 project increased revenues between 2018 to 2022 and your discussion of the "significant headwinds in 2016 and 2017" and transformation and restructuring initiatives.

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Please discuss the particular factors and specific steps that management is taking to reverse the negative trend in revenues that provides the reasonable basis for the projections on page 47.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 49 in the Amended Proxy Statement. Read in the reply ↗

Please quantify each component you identify which contributed to year-over-year changes in sales of goods and services, cost of goods and services sold, and gross profit.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see pages 159-160 in the Amended Proxy Statement. Read in the reply ↗

We note restructuring costs are reflected in selling, general and administrative expenses and costs of revenues. You disclose in note 18 to the financial statements total restructuring costs decreased in 2017 compared to 2016. Please confirm your disclosure here that the increase in selling, general and administrative expense was due to an increase in restructuring charges in 2017.

In response to the Staff’s comment, the applicable disclosure has been revised to clarify that the increase in selling, general and administrative expense was primarily attributable to costs from new acquisitions and restructuring costs. The revised disclosure quantifies the increase attributable to each of these items. Please see page 160 in the Amended Proxy Statement. Read in the reply ↗

Please provide a more robust analysis of the significant decrease in operating cash flow in 2017 compared to 2016. For example, expand the disclosure in regard to working capital to discuss the specific working capital items that materially changed and the underlying reason for the change.

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Also note citing noncash items (such as deferred income taxes) and net earnings may not provide a sufficient basis to understand how actual operating cash was impacted. Refer to section IV.B.1 of SEC Release No. 33-8350 for guidance.

In response to the Staff’s comment, the applicable disclosure has been revised. Please see page 164 in the Amended Proxy Statement. Read in the reply ↗

Please revise your pro forma presentation to present a balance sheet for the most recent interim period of Wabtec completed of June 30, 2018 and to include a statement of income for this interim period. The information for GE Transportation also should be as of and for this interim period ended. Refer to Item 14 of Schedule 14A and Article 11(c)(1) and (2)(i) of Regulation S-X for guidance.

In response to the Staff’s comment, Wabtec has revised its pro forma presentation to present a balance sheet of Wabtec as of June 30, 2018 and to include a statement of income for Wabtec for the interim period completed June 30, 2018. In addition, unaudited financial information of GE Transportation as of and for the most recently completed interim period in 2018 has been included. See page 171 of the Amended Proxy Statement. Read in the reply ↗

Please clarify why the pro forma combined effective income tax rate of 16.2% is representative of the continuing combined entity and is not that of or close to that of Wabtec’s historical rate.

The historical results of GE Transportation for fiscal year 2017 included a net tax benefit of $108.7 million related to the changes to the U.S. corporate tax rate due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”). The impact of the Tax Act reduced GE Transportation’s 2017 effective tax rate from 35% to 10%.

Rule 11-02(b) under Article 11 of Regulation S-X provides that pro forma adjustments related to the pro forma condensed income statement shall include adjustments which give effect to events that are (i) directly attributable to the transaction, (ii) expected to have a

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continuing impact on the registrant, and (iii) factually supportable. Because the impact of the Tax Act on GE Transportation’s 2017 effective tax rate is not directly attributable to the transaction, a pro forma adjustment was not required in the Pro Forma Condensed Combined Statements of Income to eliminate the impact of the Tax Act pursuant to Rule 11-02(b).

If a pro forma adjustment had been made to eliminate the impact of the Tax Act on the historical results of GE Transportation, the effective income tax rate of the combined company would have been approximately 31%.

Read in the reply ↗

Please revise your filing to include financial statements for the most recently completed interim period. Refer to Item 14 of Schedule 14A and Article 3-05(a) of Regulation S-X.

In response to the Staff’s comment, the Amended Proxy Statement includes historical financial statements for GE Transportation for the most recently completed interim period. Please see page F-1 in the Amended Proxy Statement. Read in the reply ↗

We note in connection with the “Direct Sale,” certain assets of GE Transportation, potentially including the equity interests of certain pre-Transaction subsidiaries of GE that compose part of GE Transportation, will be sold to, and certain liabilities of GE Transportation will be assumed by, Wabtec.

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Please confirm all assets and liabilities associated with the Direct Sale are included in GE Transportation’s financial statements.

GE has confirmed that all material operations and assets of GE Transportation are included in GE Transportation’s financial statements included in the Proxy Statement and the Amended Proxy Statement. Read in the reply ↗

If material equity interests of certain pre-Transaction subsidiaries of GE that compose part of GE Transportation are not in the financial statements but potentially may be, please provide in an appropriate section of the filing summarized information of these interests and the material factors associated with a decision to include such in the Direct Sale.

As noted in response to the Staff’s prior comment, GE has confirmed that all material operations and assets of GE Transportation are included in GE Transportation’s financial statements included in the Proxy Statement and the Amended Proxy Statement. Read in the reply ↗

Please explain the reason why depreciation expense disclosed herein decreased to $112,283 thousand in 2017 from $171,776 thousand in 2016.

The decrease in depreciation expense to $112,283 thousand in 2017 from $171,776 thousand in 2016 was primarily driven by the effects of non-recurring restructuring of GE Transportation’s mining business in 2016. Read in the reply ↗

In the reconciliation of U.S. federal statutory income tax rate to actual income tax rate table, please explain why the amount of foreign operations and foreign tax credits for 2016 is significantly larger than the amounts in the surrounding years.

The tax benefit from foreign operations and foreign tax credits is greater in 2016 due to a reorganization of GE Transportation’s foreign operations that resulted in the recognition of foreign tax credits. Read in the reply ↗

The segment profit for the equipment segment decreased significantly in 2017 to $(25,907) thousand from $142,508 thousand in 2016. This decrease appears to be a material driver in the variance in results between 2017 and 2016 but there appears not to be any analysis of it. Please discuss the reason for the decrease.

North American locomotive shipments declined from 543 units in 2016 to 152 units in 2017, partly offset by an increase in international locomotive shipments from 206 units in 2016 to 281 units in 2017. Read in the reply ↗

Please clarify the analysis in regard to how the factors disclosed directly affect cash regarding the variance in net cash flows of operating activities. References to results of operations, which are prepared on the accrual basis of accounting, noncash items (e.g., deferred income taxes) and working capital items may not provide a sufficient basis for an investor to fully understand how cash was actually impacted

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by operating activities. The disclosure should address the drivers underlying each factor cited. Refer to the guidance previously cited for further information. Make conforming changes to the fiscal year end operating cash flow analysis, as appropriate.

No reply letter found.

Please clarify how the amounts presented for notes 7(d) and 7(k) in the pro forma condensed combined statements of income for the six months ended June 30, 2018 are consistent with the amounts within these notes on pages 178 and 179, respectively.

No reply letter found.

Refer to the pro forma condensed combined balance sheet as of June 30, 2018. It appears from the description of note 7(h) on page 178 this note should be associated with the "deferred income taxes" line within "other assets" rather than "other noncurrent assets," and the amount of $64.4 should be in the "pro forma adjustments" column rather than the "reclassification adjustment" column.

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This revised presentation appears to be consistent with the presentation stated in this note for the "deferred income taxes" line within "liabilities." Please revise or advise.

No reply letter found.

In the notes to pro forma statements, please clarify how notes 7(b), 7(c) and 7(g) support the amount of $(127.2) in the "pro forma adjustments" column for "cash and cash equivalents."

No reply letter found.

In the notes to pro forma statements, please clarify how notes 7(c) and 7(g) support the amount of $2,810.7 in the "pro forma adjustments" column for "long-term debt."

No reply letter found.

For note 7(d) on page 178, please quantify the amount of this adjustment for the year ended December 31, 2017 attributed to each of "cost of goods sold" and "cost of services sold" to which it relates in order to discern the amounts attributed to note 7(a) for these line items.

No reply letter found.

For note 7(i) on page 178, please quantify the amount of this adjustment attributed to each of current "other accrued liabilities" and "other long term liabilities" to which it relates in order to discern the amounts attributed to note 7(a) for these line items.

No reply letter found.

For note 7(m) on page 179, please quantify the amount attributed to "additional paid in capital" in order to discern the amount attributed to note 7(a) for this line item.

No reply letter found.

It is disclosed on page F-21 that contract modifications that significantly change the scope and/or price of contracts are accounted for prospectively. Please explain to us how this treatment complies with the guidance on contract modifications in ASC 606-10-25-10 through 13 and ASC 606-10-32-45.

No reply letter found.

We note your response to prior comment 26. Please consider disclosing information consistent with your response, as this appears it may be material to shareholders' understanding of the business to be acquired. Since the business to be acquired appears to continue to have foreign operations, please discuss within the filing the reorganization of foreign operations and its anticipated impact on future operations.

No reply letter found.

The measure "operating income" is referred to on pages F-37 and F-60 but it is not presented in the statement of earnings. Please explain what operating income consists of.

No reply letter found.

Operating income is also referred to on pages F-21 and F-52. Please tell us and disclose as appropriate if this measure on these pages is consistent with "operating income" referred to in the segment note. If not, please disclose what operating income on these pages consists of and revise the label of either the measure on these pages or in the segment note to prevent confusion to shareholders.

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Additionally, please consider Item 10(e)(1)(ii)(E) of Regulation S-K in labeling this measure on these pages and in the segment note.

No reply letter found.