WABWabtec

We note that backlog appears to represent an important metric to your investors and it increased significantly from $4 billion as of December 31, 2018 to $22 billion as of December 31, 2019. As backlog is not a measure defined by generally accepted accounting principles, your methodology for determining backlog may not be comparable to the methodology used by other companies.

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Please expand your disclosures to provide the following additional information: • To allow better insight into changes in your backlog from period-to-period, provide a roll-forward of your total backlog. The roll-forward should include current period beginning and ending balances, current period additions, cancellations, and amounts recognized in revenue, as well as any other major categories relevant to your facts and circumstances. Additionally, provide qualitative discussion for significant changes or trends to the extent they are not apparent from the roll-forward or existing • If relevant, discuss any changes in the methodology used to determine your backlog from period-to-period. • To the extent any of your backlog is not moving forward as planned, quantify and discuss such amounts. • To the extent foreign exchange movements have a material impact on your backlog, please quantify and disclose those amounts. • Discuss any unusual margin trends in your backlog. Refer to Item 101(c)(1)(viii) for additional guidance.

The Company acknowledges the Staff’s comment and informs the Staff that the increase in backlog from December 31, 2018 to December 31, 2019 is primarily due to the acquisition of GE Transportation on February 25, 2019.

In future filings we will enhance our disclosures to include a table that provides a rollforward of beginning backlog to ending backlog which contains all major categories relevant to our facts and circumstances. Additionally, in future filings we will provide additional qualitative disclosures as requested by the Staff. Read in the reply ↗

Given the significance of your international operations and your cash pooling arrangements outside the United States, please quantify where your current cash balances are located and your ability to repatriate the cash if necessary.

As of December 31, 2019, the Company held approximately $604.2 million of cash and cash equivalents. Of this amount, approximately $63.5 million was held within the United States and approximately $540.7 million was held outside of the United States, primarily in Europe, India and China. While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the United States.

In future filings, we will disclose any material cash balances that are not available to us due to restrictions on our ability to

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repatriate our cash.

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Please enhance future disclosures to identify the number of reporting units where goodwill is allocated and tested for impairment. Additionally, disclose the following information for each reporting unit that is at risk as defined in ASC Topic 350 (i.e., fair value is not substantially in excess of the carrying value): • The percentage by which fair value exceeded carrying value as of the date of the most recent

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test and the amount of goodwill allocated to the reporting unit. • A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible. • A description of the potential events and/or changes in circumstance that could reasonably be expected to negatively affect the key assumptions. Please refer to Item 303(a)(3)(ii) of Regulation S-K and Section V of Release 33-8350.

The Company acknowledges the Staff’s comment and confirms that in future filings our disclosures will include the number of reporting units where goodwill is allocated and tested for impairment. At December 31, 2019, none of the Company’s reporting units were determined to be at risk as defined in ASC Topic 350; therefore, the additional disclosures required by Item 303(a)(3)(ii) of Regulation S-K and Section V of Release 33-8350 were not required.

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To the extent all reporting units continue to not be at risk of failing the quantitative goodwill impairment test, this fact will be explicitly disclosed in future filings. Alternatively, if in the future one or more reporting units becomes at risk of failing the quantitative goodwill impairment test the appropriate disclosures included in Item 303(a)(3)(ii) of Regulation S-K and Section V of Release 33-8350 above will be included in future filings.

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Your Statement of Income includes the subtotal Gross Profit. Please include disclosure in future filings to indicate if you include depreciation or amortization in cost of goods sold or cost of services. If you do not include depreciation or amortization in cost of sales, please revise your presentation to comply with SAB Topic 11:B. Notes to the Consolidated Financial Statements 2.

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Summary of Significant Accounting Policies

The Company acknowledges the Staff’s comment and informs the Staff that depreciation and amortization of property, plant and equipment related to the manufacturing of products or services provided is included in cost of goods sold or cost of services. The Company confirms that in future filings disclosures will be made to inform readers of this fact.

Notes to the Consolidated Financial Statements

2. Summary of Significant Accounting Policies Read in the reply ↗

Your disclosure indicates that the discounted cash flow approach and the market approach were used to estimate the fair value of each reporting unit using a weighting of 75% and 25%, respectively. Please enhance future disclosures to explain why you believe using these two approaches with the weighting described is an accurate estimate of the fair value.

The Company acknowledges the Staff’s comment and confirms that in future filings our disclosures will include an explanation as to why using these two approaches with the weighting described is an accurate estimate of fair value. We do advise the Staff that at the date of the annual impairment test the selection of weighting between the two approaches used to estimate the fair value of each reporting unit is not considered a significant assumption as both valuation approaches resulted in the conclusion that each reporting unit’s fair value is in excess of its carrying value. Read in the reply ↗

Your disclosure indicates that revenue is recognized at a point in time and over time. Please tell us your consideration of ASC 606-10-50-5 and 606-10-55-91f in quantifying revenue for these categories.

In response to the Staff’s comment, we have reviewed our disclosures related to the disaggregation of revenue as required by ASC 606. We note that we have disclosed in Note 2 to the financial statements that the majority of revenue is recognized at a point in time. We have further disaggregated total revenue by providing the amounts of revenue related to sales of goods and sales of services on the face of the income statement as well as the amount of sales related to the Company’s major product lines and geographic areas in Note 21 to the financial statements.

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The Company believes that these disclosures of disaggregated revenue are the most meaningful to users of its financial statements in describing the categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company believes that the information provided in Note 2 to the financial statements about the composition of contract assets and liabilities and remaining performance obligations, as well as the information provided in Note 8 to the financial statements about the changes during the period in contract assets and liabilities also provide important context necessary to enable users of its financial statements to understand how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

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Intangible Assets, page 70 7. We note from your disclosure that as a result of the GE Transportation acquisition you recorded $550 million of the purchase price to customer relationships, and the weighted average useful life remaining is 18 years. Please explain to us how you determined the estimated useful life for this intangible asset.

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Please also tell us and revise future disclosures to clarify whether you are amortizing this asset utilizing the straight line method or another acceptable method. We note in many instances, customer relationships may dissipate at a more rapid rate in the earlier periods following a company's succession to these relationships, with the rate of attrition declining over time until relatively few customers or contracts remain who persist for an extended period. Under this pattern, a significant amount of cash flows derived from the acquired customer base may be recognized in earlier periods and then fall to a materially reduced level in later years. In this regard, if you are using the straight line method of amortization, please tell us what consideration was given to using an accelerated method of amortization for purposes of amortizing your customer relationship intangibles to expense, as it appears that this may result in a more systematic allocation of the intangibles cost to the periods benefited. Refer to ASC 350-30-35-3 and 35-6.

To better explain the determination of estimated useful life for the customer relationships asset, we provide the following supplemental information. Customer relationships that were acquired in conjunction with the acquisition of GE Transportation primarily consist of relationships with Class I railroads from which there have been no significant market entrants or exits for quite some time. GE Transportation has had relationships with these customers for decades experiencing minimal attrition.

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The acquired relationships are strengthened by the installed base of GE Transportation locomotives that was in existence at the acquisition date. This installed base of locomotives combined with the Company’s engineering knowledge and expertise provides a competitive advantage to provide equipment, spare parts and services to the installed base of locomotives that include maintenance and modifications of existing GE locomotives. The economic lives of locomotives typically exceed 30 years which leads to an extended period of time to provide equipment, spare parts and services.

When determining an appropriate allocation of amortization expense to the periods of benefit, the Company analyzed the total period over which positive cash flows are forecasted to be realized as a result of the acquired customer relationships and determined this period to be approximately 24 years; however, the cash flow forecast exhibited decay in the final years of the forecast. Moreover, there is uncertainty around when forecasted cash flows will be realized due to the ability of customers to manage and control when certain locomotive spare part purchases and services will occur combined with the long forecast period which makes it difficult to reliably determine the pattern of economic benefit of the customer relationship asset. Because of these facts and consistent with ASC 350-30-35-6 a straight-line method of amortization using a shortened estimated useful life was determined to be the most appropriate method of calculating amortization expense.

We acknowledge the Staff’s comment to revise future disclosures to clarify whether we are amortizing this asset utilizing the straight line method or another acceptable method and refer the Staff to Note 7 in our Form

10-K for the year ended December 31, 2019 which states “Other intangibles with definite lives are amortized on a straight-line basis over their estimated economic lives.”

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We also note you recorded $1,440 million in backlog as a result of your acquisition of GE Transportation and that the weighted average useful life of the backlog intangible asset is 14 years. Please revise future disclosures and tell us why the backlog asset has such a long useful life considering approximately 25% of backlog at December 31, 2019 is expected to be realized in fiscal 2020.

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Further, please also disclose whether this asset is being amortized using the straight line method, and if so, why this is the most appropriate representation of your utilization of the asset. 21. Segment Information, page 92

We clarify that while approximately 25% of the Company’s total December 31, 2019 backlog was expected to be realized in 2020, a significant portion of the backlog expected to be realized in 2020 consists of contracts unrelated to the acquisition of GE Transportation.

To better explain the determination of estimated useful life for the backlog asset related to the GE Transportation acquisition, we provide the following supplemental information.

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The GE Transportation backlog asset primarily consists of long-term maintenance service agreements (“MSAs”) that were in-place at the date of acquisition. It is common for MSAs to have a contract term greater than 20 years and positive cash flows are recognized throughout the term of the MSAs. The Company analyzed the total period over which positive cash flows are forecasted to be realized from the acquired MSAs and determined this period to be approximately 26 years; however, the cash flow forecast exhibited decay in the final years of the forecast due to contracts currently in backlog expiring. Additionally, although the backlog asset represents signed contracts there still remains timing uncertainty of the forecasted cash flows due to the customers’ utilization of locomotives which impacts the timing of maintenance and cash flows under the MSAs. Given this uncertainty we determined that the pattern of consumption was not able to be reliably determined. Therefore, in accordance with ASC 350-30-35-6 the

Company concluded that a straight-line method of amortization using a shortened estimated useful life was an appropriate method of calculating amortization expense. A summary of these facts in determining the useful life of the backlog asset will be disclosed in future filings.

We acknowledge the Staff’s comment to revise future disclosures to clarify whether we are amortizing this asset utilizing the straight line method or another acceptable method and refer the Staff to Note 7 in our Form

10-K for the year ended December 31, 2019 which states “Other intangibles with definite lives are amortized on a straight-line basis over their estimated economic lives.”

21. Segment Information, page 92

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Other international sales in the geographical breakdown represents nearly 20% of total sales. In future filings please break down other international sales into more meaningful information. For example, consider providing subtotals of geographic information by groups of countries. If the information can not be subdivided, please explain why. We refer you to ASC 280-10-50-41 and 280-10-55-24.

The Company acknowledges the Staff’s comment and confirms that in future filings we will break down other international sales into subtotals of geographic information by groups of countries to enhance international sales disclosures.

In connection with responding to the SEC’s comments, we acknowledge that:

a)

Westinghouse Air Brake Technologies Corporation is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC:

b)

SEC staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the SEC from

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taking any action with respect to the filing: and c)

The Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have any further questions or comments, please contact the undersigned at (412) 825-1638.

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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%.

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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.