WAB 8-K Current Reports

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (Nov 3, 2026)

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Oct 21, 2026)

Westinghouse Air Brake Technologies Corporation (Wabtec) reported third quarter 2026 results on October 21, 2026, through a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2). Third-quarter sales were $3.12 billion, up 8.1% year over year, driven by both the Freight and Transit segments, including the Frauscher Sensor Technologies and Dellner Couplers acquisitions. GAAP diluted EPS was $2.42, up 33.7%, and adjusted diluted EPS was $2.83, up 22.0%. GAAP operating margin was 20.0% and adjusted operating margin was 22.9%, up 1.9 points. Cash from operations was $455 million, with operating cash flow conversion of 82%. The company raised and tightened its 2026 adjusted EPS guidance to $10.85 to $11.05, an increase of $0.20 at the midpoint, which the filing describes as up 22.0% versus the prior year. Full-year 2026 revenue guidance was unchanged at $12.30 billion to $12.60 billion. Total backlog reached $31.44 billion, up 22.9%, and the 12-month backlog was $8.99 billion, up 8.8%. During the quarter the company repurchased $305 million of shares and paid $52 million in dividends. At September 30, 2026, cash, cash equivalents and restricted cash totaled $0.49 billion, total debt was $6.38 billion, and total available liquidity was $2.09 billion. The filing also includes a five-year outlook from a February 12, 2025 long-term guidance set, calling for mid-single-digit organic sales CAGR, double-digit adjusted EPS CAGR, and cash conversion averaging above 90% through 2029.

Westinghouse Air Brake Technologies 8-K Report, Financial Obligation (Oct 1, 2026)

Westinghouse Air Brake Technologies Corporation established a commercial paper program on October 1, 2026, under which it may issue short-term, unsecured commercial paper notes with an aggregate outstanding amount not to exceed $2.0 billion at any time. The Notes will have maturities of up to 397 days from issuance and will be sold at a discount from par or at par, bearing interest at rates set at the time of issuance. As of the filing date, the Company had not issued any Notes. The payment of the Notes will be unconditionally guaranteed by GE Transportation, a Wabtec Company, RFPC Holding Corp., Transportation IP Holdings, LLC, Transportation Systems Services Operations Inc., Wabtec Components LLC, Wabtec Holding, LLC, Wabtec Railway Electronics Holdings, LLC, Wabtec Transportation Systems, LLC, and Wabtec US Rail, Inc. One or more commercial paper dealers will act under the Program pursuant to individual dealer agreements, and a national bank will serve as issuing and paying agent. The Notes and guarantees have not been registered under the Securities Act of 1933 or state securities laws and will be issued on a private placement basis under Section 4(a)(2) of the Securities Act. The filing states that it is neither an offer to sell nor a solicitation of an offer to buy any Notes or guarantees.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Jul 22, 2026)

Westinghouse Air Brake Technologies Corporation (Wabtec, NYSE: WAB) reported second quarter 2026 results on July 22, 2026, with GAAP diluted EPS of $2.33, up 18.9% year over year, and adjusted diluted EPS of $2.76, up 21.6%. Net sales were $3,179 million ($3.18 billion), up 17.5% from $2,706 million, driven by the Freight and Transit segments and including the acquisitions of Inspection Technologies, Frauscher Sensor Technologies and Dellner Couplers. GAAP operating margin was 18.9% (up 1.5 pts) and adjusted operating margin was 21.9% (up 0.8 pts). Cash from operations was $441 million versus $209 million a year earlier, with operating cash flow conversion of 82% versus 46%. Backlog remained strong: total backlog was $30,932 million, up 41.7% from $21,828 million, and 12-month backlog was $9,140 million, up 11.3%. Management highlighted a $1.0 billion Australian order and a $184 million PTC order with Vale. Cash, cash equivalents and restricted cash was $670 million against total debt of $6.57 billion, and total available liquidity was $2.02 billion. During the quarter the company repurchased $215 million of shares and paid $53 million in dividends. The company raised its 2026 guidance: revenue to $12.30 billion to $12.60 billion (up $110 million at the midpoint) and adjusted EPS to $10.60 to $10.90 (up $0.30 at the midpoint). The filing furnishes a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2) under Items 2.02 and 7.01, and notes that GAAP EPS guidance is not reconciled to adjusted EPS because restructuring, acquisition-related and other charges cannot be predicted with reasonable certainty.

Westinghouse Air Brake Technologies 8-K Report, Shareholder Vote Results (May 15, 2026)

Westinghouse Air Brake Technologies Corporation reported in this Form 8-K, filed May 15, 2026, the voting results from its 2026 Annual Meeting of Stockholders, held May 12, 2026. The filing states that management proposals 1, 2 and 3 were approved. The proposals are described in the Company's proxy statement for the meeting, dated March 31, 2026. Stockholders elected three directors, Rafael Santana, Lee C. Banks and Byron S. Foster, to three-year terms expiring in 2029. Each director received more For votes than Against votes. Lee C. Banks received the most Against votes, at 19,833,906, compared with 126,867,017 For votes. The filing also reports an advisory, non-binding resolution on 2025 named executive officer compensation, with 135,106,344 For votes and 11,322,714 Against votes. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, with 139,400,395 For votes and 14,520,740 Against votes. The filing reports broker non-votes of 7,250,987 on the director election and the say-on-pay proposal. For the auditor ratification, the broker non-vote column is marked N/A.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Apr 22, 2026)

Wabtec Corporation (NYSE: WAB) filed this Form 8-K on April 22, 2026 to furnish its first quarter 2026 results press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2), including updated 2026 financial guidance. First quarter sales rose 13.0% to $2.95 billion, driven by the Freight and Transit segments, including acquisitions of Inspection Technologies, Frauscher Sensor Technologies and Dellner Couplers. GAAP diluted EPS was $2.12, up 12.8%, and adjusted diluted EPS was $2.71, up 18.9%. GAAP operating margin declined 0.7 points to 17.5%, while adjusted operating margin rose 0.2 points to 21.9%. Cash from operations was $199 million, versus $191 million a year earlier, and operating cash flow conversion was 40%. Total backlog reached $30.80 billion at March 31, 2026, up 38.1% from a year earlier, and 12-month backlog was $9.25 billion, up 12.8%. The company repurchased $242 million of its shares and paid $53 million in dividends during the quarter. Cash, cash equivalents and restricted cash stood at $0.53 billion against total debt of $6.54 billion, and total available liquidity was $2.09 billion. Management raised its 2026 adjusted EPS guidance to $10.25–$10.65, an increase of $0.20 at the midpoint, and maintained its revenue outlook of $12.19–$12.49 billion. The filing notes the company does not provide a quantitative reconciliation of forecasted GAAP EPS to adjusted EPS.

Westinghouse Air Brake Technologies 8-K Report, Regulation FD Disclosure (Mar 3, 2026)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished an investor presentation as Exhibit 99.1 to this Form 8-K, which the company posted to its investor relations website on March 3, 2026. The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed 'filed' for purposes of Section 18 of the Exchange Act. The filing itself contains no new financial statements or earnings results; its substance is the presentation, titled '2026 A Vision & Strategy Built on Performance.' The presentation's headline figures for 2025 are sales of $11.17B, adjusted operating margin of 20.3% (up 140 bps year over year), cash flow from operations of $1.76B (up 18.7% year over year), cash conversion of 104%, GAAP EPS of $6.83, and adjusted EPS of $8.97. It also reiterates a 5-year outlook for 2025 through 2029 (established February 12, 2025) calling for mid-single-digit organic sales CAGR, double-digit adjusted EPS CAGR, cash conversion averaging above 90%, and more than 350 bps of adjusted operating margin expansion. Management cites a 12-month backlog of $8.2B at 4Q25 and a net leverage ratio of 1.9x at the end of 4Q25, within its stated 2.0 to 2.5x target range. Capital allocation priorities are reiterated, including a quarterly dividend increase of 24% to $0.31 per share, an increased share repurchase authorization of $1.2B, and M&A focused on bolt-on and adjacent acquisitions. The presentation notes 2025 purchases of Evident's Inspection Technologies Division, Frauscher Sensor Technology, Continental Rail and Dotnetix. It also outlines Integration 3.0 run-rate savings of $115M to $140M (raised from $100M to $125M) and additional planned portfolio pruning of $60M of low-margin revenue in 2026.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Feb 11, 2026)

Westinghouse Air Brake Technologies Corporation (Wabtec, NYSE: WAB) reported fourth quarter 2025 results on February 11, 2026, furnishing a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2). Fourth quarter sales were $2.97 billion, up 14.8% year over year, and GAAP diluted EPS was $1.18, down 4.1%. Adjusted diluted EPS was $2.10, up 25.0%. GAAP operating margin was 12.0% versus 12.9% a year earlier, while adjusted operating margin rose to 17.7% from 16.9%. Fourth quarter cash from operations was $992 million, and the company stated a cash conversion of 292%. For full year 2025, sales were $11.17 billion, GAAP diluted EPS was $6.83 (up 13.1%), and adjusted diluted EPS was $8.97 (up 18.7%). Cash from operations was $1.76 billion, with cash conversion of 104%. Total backlog reached a record $27.41 billion, up 23.1%, and the 12-month backlog was $8.23 billion, up 7.2%. The company guided 2026 sales to a range of $12.19 billion to $12.49 billion and adjusted diluted EPS to a range of $10.05 to $10.45. The guidance includes the Dellner Couplers acquisition, which closed February 10, 2026. The board raised the quarterly dividend by 24% to $0.31 per share and increased the share repurchase authorization to $1.2 billion. The company did not provide a quantitative reconciliation of forward GAAP EPS to adjusted EPS, citing the unreasonable efforts exemption.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Oct 22, 2025)

Wabtec reported third quarter 2025 sales of $2.89 billion, up 8.4% year over year, with GAAP diluted EPS of $1.81 (up 11.0%) and adjusted diluted EPS of $2.32 (up 16.0%). GAAP operating margin was 17.0% and adjusted operating margin was 21.0%, up 1.3 points. Multi-year backlog reached $25.6 billion, and 12-month backlog was $8.27 billion, up 8.4%. The company cited a $4.2 billion locomotive contract with Kazakhstan Rail among recent wins. Cash from operations fell to $367 million from $542 million in the prior-year quarter, which the filing attributes partly to increased tariffs and higher working capital. The company raised and tightened its 2025 adjusted EPS guidance to $8.85 to $9.05, up $0.10 at the midpoint. It continues to expect 2025 revenues of $10.925 billion to $11.225 billion, up 6.6% at the midpoint, and operating cash flow conversion of greater than 90 percent. Total debt was $5.29 billion at quarter-end against cash, cash equivalents and restricted cash of $528 million, and total available liquidity was $2.75 billion. The Freight segment grew sales 8.4% to $2.09 billion, with Equipment up 32.0% and Digital up 45.6% on the Inspection Technologies acquisition, while Services fell 11.6%. The Transit segment grew sales 8.2% to $793 million, with its GAAP operating margin rising to 14.5%. The results and an investor presentation were furnished under Items 2.02 and 7.01 of Form 8-K.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Jul 24, 2025)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished a press release and investor presentation with its July 24, 2025 Form 8-K reporting second quarter 2025 results. Net sales were $2,706 million, up 2.3% year over year, with the filing noting that Freight revenue was adversely affected by lower locomotive deliveries due to a supplied part issue. GAAP diluted EPS was $1.96, up 19.5%, and adjusted diluted EPS was $2.27, up 15.8%. GAAP operating margin was 17.4% and adjusted operating margin was 21.1%, up 1.8 points. Cash from operations was $209 million, compared with $235 million a year earlier, and operating cash flow conversion was 46%. The company raised its 2025 adjusted diluted EPS guidance to $8.55 to $9.15, up $0.20 at the midpoint, citing first-half performance, M&A and prudent cost management. Revenue guidance was raised by $200 million at the midpoint to a range of $10.925 billion to $11.225 billion, largely reflecting the Evident Inspection Technologies Division acquisition completed on July 1, 2025. Management expects operating cash flow conversion above 90% for full-year 2025. Balance sheet activity included total debt of $4.78 billion and total available liquidity of $4.09 billion at June 30, 2025. The 12-month backlog rose 11.9% to $8,210 million, while total backlog declined 1.1% to $21,828 million. The company also noted it has committed $3.5 billion to M&A investments year to date.

Westinghouse Air Brake Technologies 8-K Report, Regulation FD Disclosure (Jul 1, 2025)

Westinghouse Air Brake Technologies Corporation (WAB) filed this Form 8-K to report that it completed its acquisition of Evident Inspection Technologies, a business line of Evident Corporation and a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets. The acquisition was previously announced on January 14, 2025, under a definitive agreement dated January 13, 2025. The company issued a press release on July 1, 2025, furnished as Exhibit 99.1, which is not deemed filed under Section 18 of the Exchange Act. According to the press release, Wabtec acquired the Inspection Technologies division for $1.78 billion (approximately $1.68 billion after tax benefits). The deal was financed through a combination of cash on hand, newly issued term notes, term loans, and short-term borrowing under the Company's credit agreement. The purchase price reflects an estimated 12.0x projected 2025 EBITDA adjusted for transaction and separation costs, anticipated tax benefits, and projected run-rate cost synergies of $25 million. Management expects high single-digit revenue growth, accretive Adjusted EBIT margins and accretive return on invested capital over time, and a slightly accretive effect on Adjusted EPS in the second half of 2025. Management states the acquisition strengthens the Digital Intelligence business and effectively doubles its total addressable market from approximately $8 billion to $16 billion. The company intends to incorporate the revenue and EPS impact into its full-year financial guidance during its Q2 earnings call.

Westinghouse Air Brake Technologies 8-K Report, Material Agreement (May 29, 2025)

On May 29, 2025, Westinghouse Air Brake Technologies Corporation completed a public offering of two series of senior unsecured notes under its existing shelf registration statement on Form S-3: $500,000,000 of 4.900% Senior Notes due 2030 and $750,000,000 of 5.500% Senior Notes due 2035. Interest is payable semi-annually on May 29 and November 29, beginning November 29, 2025. The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by the company's subsidiaries that guarantee its Amended and Restated Credit Agreement dated April 23, 2025, and they rank equally with the company's other senior unsecured indebtedness. The company may redeem the notes before the applicable Par Call Date at a make-whole premium, and may redeem on or after the Par Call Date (April 29, 2030 for the 2030 Notes; March 1, 2035 for the 2035 Notes) at 100% of principal plus accrued interest. Upon a change of control triggering event, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The indenture contains covenants limiting secured debt liens and sale and leaseback transactions, subject to exceptions. The notes are effectively subordinated to secured indebtedness to the extent of the collateral securing it, and structurally subordinated to liabilities, including trade payables, of subsidiaries that do not guarantee the notes. The filing also incorporates the Fourteenth Supplemental Indenture, dated May 29, 2025, which governs the notes and names U.S. Bank Trust Company, National Association, as trustee for the notes, along with opinions of counsel from Jones Day and Snell & Wilmer L.L.P. on the validity of the notes.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (May 20, 2025)

Westinghouse Air Brake Technologies Corporation (now Wabtec Corporation, NYSE: WAB) filed this Form 8-K to disclose the pricing of a public offering of senior notes under its shelf registration statement on Form S-3. The offering consists of $500 million aggregate principal amount of 4.900% Senior Notes due 2030 and $750 million aggregate principal amount of 5.500% Senior Notes due 2035. The Underwriting Agreement, dated May 19, 2025, was entered into with BNP Paribas Securities Corp., BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, and the notes will be guaranteed by the company's subsidiary guarantors. The sale is expected to close on May 29, 2025, subject to customary closing conditions. The company stated that it intends to use the net proceeds for general corporate purposes, including repaying its 3.200% Senior Notes due 2025 at maturity on June 15, 2025, and funding a portion of the purchase price for its pending acquisition of the Inspection Technologies division of Evident Corporation, along with related fees and expenses. Taken together, the filing shows the company refinancing near-term maturing debt while raising capital to help fund an acquisition. For investors, the key points are the size of the issuance, the coupon rates on each tranche, the maturity profile of the new notes, and the dual use of proceeds, which ties the financing directly to the Inspection Technologies Acquisition. The filing does not describe the acquisition's terms beyond stating that it is pending.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (May 19, 2025)

Westinghouse Air Brake Technologies Corporation (the "Company") disclosed in this Form 8-K, filed under Item 8.01 (Other Events), that it expects to file a Post-Effective Amendment to its Registration Statement on Form S-3 (No. 333-275386) to add Wabtec US Rail, Inc. as a co-registrant and potential guarantor of debt securities. Wabtec US Rail, Inc. has agreed to guarantee the Company's 3.20% Senior Notes due 2025, 3.45% Senior Notes due 2026, 4.70% Senior Notes due 2028 and 5.611% Senior Notes due 2034 (the "US Notes") under a supplemental indenture. The filing states that the guarantee was provided because Wabtec US Rail, Inc. guaranteed the Company's obligations under its Amended and Restated Credit Agreement dated April 23, 2025, with PNC Bank, National Association, as administrative agent. Exhibit 99.1 presents guarantor summarized financial information, prepared under Rule 13-01 of Regulation S-X, for the Parent Company and its Guarantor Subsidiaries on a combined basis, with intercompany balances and investments in non-guarantor subsidiaries eliminated. For the three months ended March 31, 2025, the combined group reported net sales of $1,532 million, gross profit of $661 million and net income attributable to Wabtec shareholders of $33 million. For the year ended December 31, 2024, it reported net sales of $5,949 million, gross profit of $1,796 million and a net loss attributable to Wabtec shareholders of $104 million. These figures are unaudited. At March 31, 2025, the combined group reported current assets of $1,448 million, noncurrent assets of $3,504 million, current liabilities of $2,352 million and long-term debt of $2,963 million, compared with $1,624 million, $3,500 million, $2,278 million and $2,962 million, respectively, at December 31, 2024. The amount due to Non-Guarantor Subsidiaries was $7,655 million at March 31, 2025, compared with $7,872 million at December 31, 2024.

Westinghouse Air Brake Technologies 8-K Report, Shareholder Vote Results (May 19, 2025)

Westinghouse Air Brake Technologies Corporation held its 2025 Annual Meeting of Stockholders on May 15, 2025, and reported the final voting results in this Current Report. Management's three proposals were approved. Stockholders elected three directors, Ann R. Klee, Albert J. Neupaver and Juan Perez, to three-year terms expiring in 2028. The filing describes the proposals in detail in the Company's proxy statement dated April 3, 2025. Stockholders approved, on an advisory and non-binding basis, the resolution relating to 2024 named executive officer compensation. The filing reports 138,207,813 votes for, 8,829,326 against, 1,551,815 abstentions and 6,552,195 broker non-votes on this item. Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025, with 141,255,743 votes for, 13,759,020 against and 126,386 abstentions. The filing does not report broker non-votes for this item.

Westinghouse Air Brake Technologies 8-K Report, Material Agreement (Apr 25, 2025)

Westinghouse Air Brake Technologies Corporation entered into an Amended and Restated Credit Agreement dated April 23, 2025 (the "Closing Date") with Wabtec Transportation Netherlands B.V. as borrowers, a group of lenders, and PNC Bank, National Association as administrative agent. The agreement amends and restates the Company's existing delayed draw term loan and revolving credit agreement dated June 8, 2018 (as amended and restated August 15, 2022, and further amended July 17, 2024), and refinances the existing term credit agreement dated March 14, 2024. The new facilities consist of a revolving credit facility of up to $2.0 billion and a delayed draw term loan facility of $725.0 million. Approximately $250 million of the term loan refinanced outstanding delayed draw term loans, and $225.0 million refinanced outstanding term loans under the prior term credit agreement. The agreement also permits incremental commitments of up to $1.0 billion, subject to certain conditions. Both the revolving and term loan facilities mature on April 23, 2030, and are unsecured. Obligations are guaranteed by certain Company subsidiaries. Pricing depends on the lower of a leverage ratio (total debt, reduced by up to $500 million of unrestricted cash, to EBITDA) and the Company's public credit rating, with SOFR/RFR-based borrowings ranging from 1.000% to 1.750% and Alternate Base Rate borrowings from 0.000% to 0.750%. The agreement includes customary covenants, permits dividends and restricted payments subject to no default and compliance with interest coverage and leverage ratios, and includes a change of control event of default.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Apr 23, 2025)

Westinghouse Air Brake Technologies Corporation (Wabtec) reported first quarter 2025 results on April 23, 2025, with GAAP diluted EPS of $1.88 (up 22.9% year over year) and adjusted diluted EPS of $2.28 (up 20.6%). Sales rose 4.5% to $2.61 billion, GAAP operating margin reached 18.2% and adjusted operating margin reached 21.7%. Both the Freight and Transit segments grew sales, with Freight up 4.2% (Services up 16.9%) and Transit up 5.3%. Cash from operations fell to $191 million from $334 million, as the filing attributes the decline to higher accounts receivable. Management also returned $141 million to shareholders through dividends and share repurchases during the quarter. The company raised the midpoint of its 2025 adjusted EPS guidance by $0.10 and widened the range to $8.35 to $8.95, citing economic uncertainty. Revenue guidance was unchanged at $10.725 billion to $11.025 billion, and operating cash flow conversion is expected to be greater than 90 percent for the full year. Total backlog was $22.30 billion and 12-month backlog was $8.20 billion at March 31, 2025, up 6.3% year over year. Total debt was $4.01 billion and total available liquidity was $2.54 billion at quarter end. The filing furnishes the earnings press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2) under Items 2.02 and 7.01. The company stated it is not providing a quantitative reconciliation of forecasted GAAP EPS to adjusted EPS, citing uncertainty around restructuring, acquisition-related and regulatory or legal charges.

Westinghouse Air Brake Technologies 8-K Report, Regulation FD Disclosure (Feb 18, 2025)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished under Item 7.01 (Regulation FD Disclosure) an investor presentation dated February 18, 2025, which it posted to the investor relations section of its website. The information is furnished, not filed, under Section 18 of the Exchange Act. The filing itself contains no earnings release or new financial statements; its substance is the presentation attached as Exhibit 99.1. The presentation reports 2024 results of $10.4 billion in sales, an 18.9% adjusted operating margin, 15.5% GAAP operating margin, adjusted EPS of $7.56 and GAAP EPS of $6.04, and cash from operations of $1.8 billion with a 117% cash conversion rate. It also outlines a five-year outlook (established February 2025, excluding the Inspection Technologies acquisition expected in 1H2025) targeting mid-single-digit organic sales CAGR, double-digit adjusted EPS CAGR, 350+ basis points of adjusted operating margin expansion, and cash conversion above 90% on average through 2029. The presentation also introduces Integration 3.0 (2025–2027) and a 2025 portfolio optimization plan. The company expects about $100 million of divested or exited low-margin revenue, anticipated expense of $125–155 million, and ongoing benefits of $100–125 million targeted through 2028. It also reports a dividend increase of 25% to $0.25 per share quarterly for Q1 2025 and an increase of $1 billion to its share repurchase plan in Q4 2024.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Feb 12, 2025)

Westinghouse Air Brake Technologies Corporation (now Wabtec) reported fourth-quarter 2024 net sales of $2.58 billion, up 2.3% year over year, with GAAP diluted earnings per share of $1.23, up 2.5%, and adjusted diluted EPS of $1.68, up 9.1%. For full-year 2024, net sales were $10.39 billion, up 7.3%, GAAP diluted EPS was $6.04, up 33.3%, and adjusted diluted EPS was $7.56, up 27.7%. Cash from operations was a record $1.83 billion. Total backlog reached $22.27 billion, up 1.2%, and the 12-month backlog was $7.68 billion, up 3.0%. Freight segment sales for the year rose 7.9% and Transit segment sales rose 6.0%. For 2025, the company guided to sales of $10.725 billion to $11.025 billion and adjusted diluted EPS of $8.35 to $8.75, which the filing says is up 13.1% at the midpoint. The company also replaced its prior long-term guidance with 5-year guidance through 2029, calling for mid-single digit revenue growth CAGR, more than 350 basis points of adjusted operating margin expansion, double-digit EPS growth CAGR, and greater than 90% average cash conversion. The company does not present a quantitative reconciliation of forecasted GAAP to adjusted EPS, citing the unreasonable efforts exemption. Capital returns were a central theme. The company returned $1.2 billion to shareholders through share repurchases and dividends in 2024, repurchasing $1.10 billion of shares for the full year. The Board raised the quarterly dividend by 25% to $0.25 per share and increased the share repurchase authorization by $1.0 billion in December. At year-end, total debt was $3.98 billion and total available liquidity was $2.21 billion.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Jan 14, 2025)

Westinghouse Air Brake Technologies Corporation (Wabtec) disclosed on January 14, 2025 that it entered into a definitive agreement, dated January 13, 2025, to acquire Evident Inspection Technologies, a business line of Evident Corporation, for $1.78 billion, subject to customary adjustments. The filing describes Evident's Inspection Technologies as a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets, with four engineering and production facilities in North America and Japan and more than 1,300 team members. The company expects the acquisition to add automated inspection capabilities to its Digital Intelligence business and to extend its reach in the rail, mining and industrial sectors. The accompanying press release and presentation, furnished as Exhibits 99.1 and 99.2, state that the business is expected to generate approximately $433 million in revenue and $112 million in EBITDA for calendar year 2024, a 25.9% EBITDA margin, with recurring revenue of approximately 68%. Wabtec states the purchase price represents a multiple of 12.0x projected 2025 EBITDA, adjusted for transaction and separation costs, estimated tax benefits of approximately $95 million, and run-rate cost synergies of $25 million. The company says the deal is expected to be immediately accretive to its underlying growth profile and adjusted EBIT margin, slightly accretive to adjusted EPS in the first year, and accretive to ROIC over time. Wabtec expects to finance the deal with cash on hand, its credit revolver and an incremental term loan, and projects pro forma net leverage of approximately 2.5x, within its targeted range of 2.0-2.5x. Closing is subject to customary closing conditions and regulatory approvals, and the company expects to finalize the purchase by the end of the first half of 2025. Key risks noted in the filing include the possibility the transaction is not completed on the expected timeline or at all, unexpected costs, uncertainty about the business's future financial performance, and integration challenges.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (Dec 9, 2024)

Westinghouse Air Brake Technologies Corporation (WAB) disclosed in this Form 8-K, filed December 9, 2024 under Item 8.01 (Other Events), that its Board of Directors on December 3, 2024 authorized an increase to its existing stock repurchase program. An additional $1.0 billion will become available for repurchases once the current availability under the Repurchase Program is fully used. The filing states that repurchases may be made on the open market or otherwise, including through an accelerated share repurchase, under a Rule 10b5-1 plan, in privately negotiated transactions, and in round lot or block transactions. The company set no time limit for completing the program and said future repurchases will depend on market conditions, its capital needs and other factors. For investors, the key takeaway is the added $1.0 billion of repurchase capacity, which signals the Board's continued use of buybacks as a capital return tool. The filing does not state how much of the existing authorization remains or how the company plans to fund repurchases, and it gives no timing or specific share volumes.

Westinghouse Air Brake Technologies 8-K Report, Executive Changes (Dec 4, 2024)

Westinghouse Air Brake Technologies Corporation (Wabtec) filed this Form 8-K under Item 5.02 to report a board change. On December 2, 2024, the Board of Directors elected Juan Perez as a director, effective January 29, 2025. Mr. Perez will join the class of directors whose term expires in 2025. Upon taking his seat, Mr. Perez will receive compensation the same way as Wabtec's other non-employee directors, as described in the company's definitive proxy statement on Schedule 14A filed April 4, 2024. Effective January 29, 2025, he was also appointed to the Audit Committee, the Governance and Sustainability Committee, and the Environmental, Social and Governance Subcommittee of the Governance and Sustainability Committee. The filing states there are no arrangements or understandings between Mr. Perez and any other person under which he was elected, and no related person transactions under Item 404(a) of Regulation S-K between him and the company. The filing contains no financial results or other operating information.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Oct 23, 2024)

On October 23, 2024, Westinghouse Air Brake Technologies Corporation (now Wabtec Corporation, NYSE: WAB) reported third quarter 2024 results in a press release (Exhibit 99.1) and furnished an earnings presentation (Exhibit 99.2). Third quarter net sales were $2.66 billion, up 4.4% year over year. GAAP diluted earnings per share were $1.63, up 22.6%, and adjusted diluted earnings per share were $2.00, up 17.6%. GAAP operating margin was 16.3% and adjusted operating margin was 19.7%, which the company describes as up 1.8 points. Cash from operations was $542 million. By segment, Freight sales were $1.93 billion, up 2.6%, with Services up 16.5% and Digital Intelligence up 12.7%, while Equipment declined 17.3%. Transit sales were $733 million, up 9.6%, driven by higher original equipment sales. Total backlog was $22,234 million at September 30, 2024, up 3.5%, and the 12-month backlog was $7,624 million, up 7.5%. The company raised and tightened its 2024 adjusted diluted EPS guidance to $7.45 to $7.65, from $7.20 to $7.50 previously. Revenue guidance was unchanged at $10.25 billion to $10.55 billion, and full-year operating cash flow conversion is expected to be greater than 90%. During the quarter, the company returned $634 million to shareholders through share repurchases ($599 million) and dividends ($35 million). At quarter end, total debt was $4.02 billion and total available liquidity was $1.90 billion.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Jul 24, 2024)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished this Form 8-K on July 24, 2024 to report its second quarter 2024 results and accompanying investor presentation. Second-quarter sales rose 9.8% to $2.64 billion, GAAP diluted earnings per share were $1.64, up 54.7%, and adjusted diluted EPS was $1.96, up 39.0%. GAAP operating margin was 16.3% and adjusted operating margin was 19.3%. The Freight segment drove growth, with sales up 13.1% to $1.92 billion and Equipment and Components sales up 36.4% and 17.5%, while Transit sales rose 2.0% to $724 million. Cash from operations was $235 million in the quarter versus $115 million a year earlier. During the quarter the company repurchased $200 million of shares and paid $35 million in dividends, returning $235 million to shareholders in total. At June 30, 2024, total debt was $4.00 billion, cash and restricted cash were $595 million, and total available liquidity was $2.09 billion. The 12-month backlog was $7.33 billion, up 1.6% from the prior year, while total backlog was $22.08 billion, down 1.6%. The company raised and tightened its 2024 adjusted diluted EPS guidance to $7.20 to $7.50, from the prior $7.00 to $7.40 range shown in the presentation. Revenue guidance was unchanged at $10.25 billion to $10.55 billion, and operating cash flow conversion is expected to exceed 90%. The company stated it is not providing a quantitative reconciliation of forecasted GAAP EPS to adjusted EPS, citing uncertainty around restructuring, acquisition-related and legal or tax matters.

Westinghouse Air Brake Technologies 8-K Report, Shareholder Vote Results (May 20, 2024)

Westinghouse Air Brake Technologies Corporation filed this Current Report under Item 5.07 to disclose the voting results from its 2024 Annual Meeting of Stockholders, held May 16, 2024. The filing states that management proposals 1, 2 and 3 were approved. The proposals are described in detail in the company's proxy statement for the meeting, dated April 4, 2024. Stockholders elected three directors, Linda A. Harty, Brian P. Hehir and Beverley A. Babcock, to three-year terms expiring in 2027. Stockholders also approved, on an advisory and non-binding basis, a resolution relating to 2023 named executive officer compensation. In addition, they ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2024. For the director elections and the compensation resolution, the filing reports 7,908,496 broker non-votes. The 8-K reports vote counts only and does not describe any other corporate actions.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Apr 24, 2024)

Wabtec Corporation (NYSE: WAB) furnished this Form 8-K on April 24, 2024 to report its first quarter 2024 results and updated full-year 2024 guidance, under Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure). The attached press release reports sales of $2.50 billion, up 13.8% year over year, GAAP earnings per diluted share of $1.53 (up 64.5%), and adjusted earnings per diluted share of $1.89 (up 47.7%). GAAP operating margin was 16.5% and adjusted operating margin was 19.8%, up 3.4 points. Freight segment sales rose 17.2% to $1.82 billion, while Transit segment sales rose 5.5% to $673 million. Cash flow from operations was $334 million, compared with negative $25 million in the prior-year quarter, and the company reported an 84% operating cash flow conversion rate. The company returned $211 million to shareholders through share repurchases ($175 million) and dividends ($36 million). Total debt was $4.00 billion at March 31, 2024, and total available liquidity was $2.13 billion. The 12-month backlog rose 11.3% to $7.71 billion, while total backlog declined 1.1% to $22.08 billion. The company raised its 2024 guidance: sales are now expected between $10.25 billion and $10.55 billion (previously $10.05 billion to $10.35 billion), and adjusted EPS between $7.00 and $7.40 (previously $6.50 to $6.90). Operating cash flow conversion is still expected to exceed 90%. The company did not provide a quantitative reconciliation of forecasted GAAP EPS to adjusted EPS, citing the unreasonable efforts exemption because restructuring, acquisition-related, and certain regulatory, legal, and tax items are difficult to predict.

Westinghouse Air Brake Technologies 8-K Report, Material Agreement (Mar 18, 2024)

Westinghouse Air Brake Technologies Corporation (Wabtec) entered into a Term Credit Agreement dated March 14, 2024 (the Closing Date), providing a new unsecured term loan facility in an aggregate initial principal amount of $225.0 million. The facility matures on the fifth anniversary of the Closing Date, and its obligations are guaranteed by certain of the Company's subsidiaries. The filing states that the Company may pay dividends and make other restricted payments so long as no default or event of default exists and it is in compliance with the financial covenants. The agreement requires the Company to maintain an Interest Coverage Ratio (EBITDA to Interest Expense for the four quarters then ended) of at least 3.0 to 1.0 and a Leverage Ratio (net debt to EBITDA for the four consecutive quarters) not exceeding 3.5 to 1.0. The Company may increase the maximum Leverage Ratio upon completion of a Material Acquisition, by notice to the administrative agent. Interest rate spreads range from 1.000% to 1.750% for Term SOFR and Daily Simple SOFR-based borrowings and from 0.000% to 0.750% for Alternate Base Rate borrowings, based on the lower of the public rating or leverage ratio pricing. The agreement contains customary affirmative and negative covenants, including limits on indebtedness, liens, fundamental changes, restricted payments and restrictive agreements, along with customary events of default. Certain lenders and their affiliates have had or may have other financial service relationships with the Company. The filing also notes that the Company previously disclosed this transaction in its Form 8-K filed March 11, 2024, and that the full agreement is filed as Exhibit 10.1.

Westinghouse Air Brake Technologies 8-K Report, Regulation FD Disclosure (Mar 13, 2024)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished an investor presentation under Item 7.01 (Regulation FD Disclosure) on March 13, 2024, posting it to its website and attaching it as Exhibit 99.1. The filing states that the information furnished is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. The filing itself contains no new financial results or guidance beyond what the presentation reproduces. The attached presentation sets out the company's profile and long-term framework. For full year 2023, Wabtec reported $9.7B in revenues across two segments, Freight (72%) and Transit (28%), with 46% of 2023 sales from recurring revenue. The company cited a 12-month backlog that grew 10.3% in 2023 versus 2022, covering 73% of its 2024 midpoint revenue guidance (provided February 14, 2024). Reported operating margin rose from 9.9% in 2020 to 13.1% in 2023, and adjusted operating margin rose from 15.1% to 17.0% over the same period. The presentation reports 2023 net leverage of 1.9x and a $1B share repurchase authorization reauthorized in Q1 2024. The presentation also restates the company's 5-year outlook established March 9, 2022, including mid-single-digit core organic growth, 250 to 300 basis points of margin expansion over 2022 to 2026, and double-digit EPS growth. It notes the quarterly dividend increase to $0.20 per share in Q1 2024, and cash conversion of 93% averaged during 2020 to 2023. Investors should note that these long-term targets predate the filing and are presented as management guidance subject to the forward-looking statement caveats.

Westinghouse Air Brake Technologies 8-K Report, Material Agreement (Mar 11, 2024)

On March 11, 2024, Westinghouse Air Brake Technologies Corporation completed a public offering of $500,000,000 aggregate principal amount of its 5.611% Senior Notes due 2034, issued under its existing shelf registration statement on Form S-3. The notes pay interest semi-annually on March 11 and September 11, beginning September 11, 2024, and mature on March 11, 2034. They are senior unsecured obligations, fully and unconditionally guaranteed on an unsecured basis by the company's guarantor subsidiaries, and are effectively subordinated to secured debt and structurally subordinated to liabilities of non-guarantor subsidiaries. The notes may be redeemed before December 11, 2033 at a make-whole premium, and on or after that date at 100% of principal plus accrued interest. Upon a change of control triggering event, the company must offer to repurchase the notes at 101% of principal plus accrued interest. The indenture contains covenants limiting liens securing debt and sale and leaseback transactions, subject to exceptions. The filing also states that the company expects to enter into a new 2024 Credit Agreement with PNC Bank, National Association, as Administrative Agent, providing a single borrowing of $225.0 million in term loans, expected on or about March 14, 2024. The note offering was not conditioned on that credit agreement. The filing identifies a Twelfth Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee for the notes.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (Feb 27, 2024)

Westinghouse Air Brake Technologies Corporation (NYSE: WAB) disclosed in this Form 8-K that it priced a public offering of $500.0 million aggregate principal amount of 5.611% Senior Notes due 2034. The Underwriting Agreement dated February 26, 2024, with subsidiary guarantors and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and TD Securities (USA) LLC is filed as Exhibit 1.1. The Offering is being made under the company's shelf registration statement (333-275386), and closing is expected on or about March 11, 2024. The company expects to enter into a new 2024 Credit Agreement with PNC Bank, National Association, as Administrative Agent, concurrent with the closing. It will provide a single borrowing of term loans totaling $225.0 million and is described as substantially similar to the terms of the company's 2022 credit agreement. The Offering is not conditioned on entry into or funding of the 2024 Credit Agreement. The press release (Exhibit 99.1) states that net proceeds, together with cash on hand and/or borrowings under the 2024 Credit Agreement, will be used to repay all outstanding 4.15% Senior Notes due 2024 at maturity, scheduled for March 15, 2024. The Notes will mature March 11, 2034 and pay interest semi-annually, and will be guaranteed by current and future subsidiaries that guarantee its indebtedness under credit agreements or other debt.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Feb 14, 2024)

Westinghouse Air Brake Technologies Corporation (Wabtec, NYSE: WAB) reported fourth quarter 2023 results on February 14, 2024, and issued full-year 2024 guidance. Fourth quarter sales were $2,526 million, up 9.5% year over year, with GAAP earnings per diluted share of $1.20, up 39.5%, and adjusted earnings per diluted share of $1.54, up 18.5%. Full-year 2023 sales were $9,677 million, GAAP diluted EPS was $4.53, and adjusted diluted EPS was $5.92. Fourth quarter cash from operations was $686 million, and full-year cash from operations was $1,201 million, which the filing describes as a record high. For 2024, the company guided to sales of $10.05 billion to $10.35 billion and adjusted diluted EPS of $6.50 to $6.90, with operating cash flow conversion expected to be greater than 90 percent. The filing also states that the Board reauthorized the stock buyback program to refresh the amount available to $1.0 billion and increased the quarterly dividend by 17.6%, with a regular quarterly dividend of 20 cents per share declared. Full-year 2023 share repurchases totaled $409 million, and total shareholder returns through repurchases and dividends exceeded $530 million. Backlog and balance sheet metrics were also reported. The 12-month backlog rose 10.3% to $7,457 million, while total backlog declined 2.0% to $21,999 million. At year-end, total debt was $4.07 billion, cash was $620 million, and total available liquidity was $2.12 billion. The filing notes that GAAP results for the quarter included a $35 million gain from the acquisition of the remaining 50% stake in the LKZ joint venture, and that the company plans to exit various low-margin product lines with expected net exit charges of about $85 million.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Oct 25, 2023)

Wabtec reported third-quarter 2023 results under Item 2.02 and furnished an earnings presentation under Item 7.01, both filed October 25, 2023. GAAP earnings per diluted share were $1.33, up 51.1%, and adjusted earnings per diluted share were $1.70, up 39.3%. Sales were $2.55 billion, up 22.5%, with the Freight segment up 23.4% to $1,890 million and the Transit segment up 20.0% to $660 million. GAAP operating margin was 14.5% and adjusted operating margin was 17.9%. Management attributed the margin gains to lower SG&A as a percentage of sales and improved fixed cost absorption, partly offset by manufacturing inefficiencies from a strike at the Erie site. Cash generation was strong in the quarter, with operating cash flow of $425 million and a cash conversion of 116%. Nine-month operating cash flow was $515 million, and the filing gives a nine-month cash conversion of 53%. Total backlog was $21,483 million at September 30, 2023, down 5.0% from $22,610 million a year earlier, while the 12-month backlog rose 13.1% to $7,091 million. Liquidity was $1.86 billion and total debt was $4.05 billion. Wabtec updated its full-year 2023 guidance to sales of $9.50 billion to $9.70 billion and adjusted earnings per diluted share of $5.80 to $6.00, and expects operating cash flow conversion of greater than 90%. The company also said it is not providing a quantitative reconciliation of forecasted GAAP to adjusted EPS, citing uncertainty around restructuring, acquisition-related and other charges.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Jul 27, 2023)

Westinghouse Air Brake Technologies Corporation reported second quarter 2023 results on July 27, 2023, with sales of $2.41 billion, up 17.5% from the year-ago quarter, driven by growth in both the Freight and Transit segments. Freight segment sales were $1,708 million (up 14.6%) and Transit segment sales were $699 million (up 25.3%). GAAP earnings per diluted share were $1.06, up 16.5%, and adjusted earnings per diluted share were $1.41, up 14.6%. Operating cash flow was $115 million in the quarter, versus $263 million a year earlier, due primarily to higher working capital, and operating cash flow conversion for the quarter was 36%. The company raised its full-year 2023 guidance, now expecting sales of $9.25 billion to $9.50 billion (previously $8.7 billion to $9.0 billion) and adjusted diluted EPS of $5.50 to $5.80 (previously $5.15 to $5.55). It continues to expect operating cash flow conversion above 90 percent. Management cited a strengthening orders pipeline and momentum across the portfolio as the basis for the raised outlook. The 12-month backlog rose 10.0% to $7,220 million, while total backlog declined 3.4% to $22,431 million. During the quarter the company completed the acquisition of L&M Radiator for $223 million, repurchased $75 million of shares, and paid $31 million in dividends. At June 30, 2023, total debt was $4.39 billion and total available liquidity was $1.75 billion. The filing furnishes a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2) under Items 2.02 and 7.01.

Westinghouse Air Brake Technologies 8-K Report, Shareholder Vote Results (May 19, 2023)

Westinghouse Air Brake Technologies Corporation (WAB) reported the final voting results from its 2023 Annual Meeting of Stockholders, held May 17, 2023. Stockholders elected three directors, Rafael Santana, Lee C. Banks and Byron S. Foster, to three-year terms expiring in 2026. They also approved the advisory resolution on 2022 named executive officer compensation, ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2023, and voted for an annual frequency for future advisory votes on executive compensation. The filing describes the proposals in detail in the proxy statement dated April 5, 2023. The filing reports vote counts only. It does not include financial results, guidance, or other operating information. Each director received more "For" votes than "Against" or "Abstained" votes, with Rafael Santana receiving the most "For" votes at 146,959,585. The say-on-pay proposal received 139,010,279 "For" votes against 10,225,318 "Against" votes, and the auditor ratification received 151,306,061 "For" votes against 5,901,392 "Against" votes. For the frequency proposal, 146,739,148 votes favored one year, 2,535,655 favored three years, and 81,954 favored two years. The Board decided that the Company will hold future advisory votes on executive compensation annually until the Board considers the results of the next stockholder advisory vote on frequency.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Apr 26, 2023)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished its first quarter 2023 results on April 26, 2023 via a press release (Exhibit 99.1) and an investor presentation (Exhibit 99.2), both furnished under Items 2.02 and 7.01 and not deemed filed. First quarter sales were $2.19 billion, up 13.9% from $1.93 billion a year earlier, or 16.8% excluding foreign currency exchange impacts. GAAP diluted EPS was $0.93, up 16.3%, and adjusted diluted EPS was $1.28, up 13.3%. GAAP operating margin was 12.6% and adjusted operating margin was 16.4%. Cash flow was weak in the quarter, with cash used for operations of $25 million compared with $161 million provided a year earlier, due primarily to higher working capital. The company reported cash, cash equivalents and restricted cash of $417 million, total debt of $4.16 billion, and total available liquidity of $2.01 billion. During the quarter, Wabtec repurchased $178 million of shares and raised its regular quarterly dividend 13% to 17 cents per share. The 12-month backlog rose 4.4% to $6.93 billion, while total multi-year backlog fell 1.9% to $22.33 billion, reflecting unfavorable foreign currency exchange. The company reaffirmed 2023 guidance of sales between $8.7 billion and $9.0 billion and adjusted diluted EPS between $5.15 and $5.55, and expects operating cash flow conversion above 90%.

Westinghouse Air Brake Technologies 8-K Report, Regulation FD Disclosure (Mar 17, 2023)

Westinghouse Air Brake Technologies Corporation (Wabtec) furnished this Current Report under Item 7.01 (Regulation FD) to disclose that on March 17, 2023 it posted an investor presentation to its website. The presentation is attached as Exhibit 99.1 and is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934. The filing itself contains no new financial results, guidance changes, or transaction announcements; its substance lies in the presentation. The presentation describes Wabtec as a global leader in freight and transit rail technologies, operating in two segments (Freight at 72% and Transit at 28%), with 2022 sales of $8.4 billion, roughly 60% aftermarket content, and about 27,000 employees. It states that recurring revenues were 56% of 2022 sales and drive about 60% of profit. Backlog figures include $9.0 billion of 2022 orders, a 7.8% increase in 12-month backlog, and 76% of the 2023 midpoint revenue guidance covered by backlog. The 2022 adjusted operating margin was 11.2% against a GAAP figure of 9.9%, return on invested capital rose to 5.2%, and net leverage was 2.2x. The presentation also lays out capital allocation priorities for 2023 to 2026, including a $0.02 increase in the quarterly dividend to $0.17 per share, reauthorization of a $750 million share repurchase program in Q1 2023, and a 5-year outlook established in March 2022 that targets mid-single-digit core organic growth and 250 to 300 basis points of margin expansion. Investors should weigh these as management targets, subject to the forward-looking risk factors listed in the filing.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Feb 15, 2023)

Westinghouse Air Brake Technologies Corporation reported fourth-quarter 2022 net sales of $2.31 billion, up 11.2% from the year-ago quarter, with sales up 15.7% excluding the impact of foreign currency exchange. GAAP diluted earnings per share were $0.86, down 15.7%, reflecting higher restructuring costs related to the Integration 2.0 program. Adjusted diluted earnings per share were $1.30, up 10.2%, driven by higher sales and disciplined cost management. Fourth-quarter cash from operations was $410 million, and full-year cash from operations was $1.04 billion. Total backlog at December 31, 2022 was $22.44 billion, up 1.2%, and the 12-month backlog was $6.76 billion, up 7.8%. The company also announced capital return actions: a $750 million share buyback reauthorization and a 13% increase in the quarterly dividend to 17 cents per share. At year-end it reported cash, cash equivalents and restricted cash of $541 million, total debt of $4.0 billion, and total available liquidity of $2.29 billion. For fiscal 2023, the company guided to sales of $8.7 billion to $9.0 billion and adjusted diluted earnings per share of $5.15 to $5.55, and expects operating cash flow conversion greater than 90 percent. The filing states that Integration 2.0 is expected to generate $75 million to $90 million of savings by 2025, with total expected restructuring charges of $135 million to $165 million through 2024.

Westinghouse Air Brake Technologies 8-K Report, Bylaw Amendment (Feb 14, 2023)

On February 14, 2023, Westinghouse Air Brake Technologies Corporation (WAB) filed a Current Report on Form 8-K reporting three items. Under Item 5.03, the Board of Directors approved on February 10, 2023 an amendment and restatement of the Company's Amended and Restated Bylaws, citing periodic governance review and new SEC rules on "universal" proxy cards. The changes update procedures and disclosure requirements for stockholder director nominations and proposals, require that a stockholder soliciting proxies use a proxy card color other than white, address the chair's authority to adjourn stockholder meetings, and make various conforming and technical changes. The full bylaws are filed as Exhibit 3.1. Under Item 8.01, the Board authorized an increase in its existing share repurchase program so that $750 million is available to purchase outstanding common stock. The Company intends to repurchase shares through the open market or otherwise, including through an accelerated share repurchase, a Rule 10b5-1 plan, privately negotiated transactions, and round lot or block transactions. The same day, the Board declared a dividend payable March 10, 2023 to holders of record on February 24, 2023, and announced that the quarterly dividend will increase by 13% to 17 cents per share. The filing's financial content is limited to the capital return actions. It does not report operating results, and the filing states no financial figures beyond the repurchase authorization, the dividend rate, and the dividend increase.

Westinghouse Air Brake Technologies 8-K Report, Executive Changes (Dec 7, 2022)

Westinghouse Air Brake Technologies Corporation entered into new Severance and Employment Continuation Agreements, effective December 5, 2022, with five named executive officers: Rafael Santana (President and CEO), John Olin (EVP and CFO), David DeNinno (EVP, General Counsel and Secretary), Pascal Schweitzer (President, Freight Services Group), and Eric Gebhardt (EVP and Chief Technology Officer). The new agreements supersede and replace prior severance arrangements for Messrs. Santana, Olin and DeNinno, including Mr. Santana's May 6, 2020 Severance Agreement, and are in lieu of any severance under Company severance plans, except that more favorable equity vesting provisions in award agreements control. The agreements have an indefinite term and provide severance upon termination without cause or for good reason. Severance differs depending on whether the termination occurs during a Change in Control Period, defined as the period from a change in control through its second anniversary. Outside that period, Mr. Santana receives a lump sum cash severance equal to two times the sum of base salary and target annual bonus, while other executives receive base salary plus 1/52 of base salary for each full year of service (capped at one and one-half times base salary) plus target bonus. During a Change in Control Period, the cash multiple rises to three times for Mr. Santana and two times for the others, with larger benefits payments and full, rather than prorated, equity vesting for Post-2021 Equity Grants. Payments are conditioned on a general release, and amounts are subject to a best-net cutback under Sections 280G and 4999 of the Internal Revenue Code. The filing also states that Mr. Santana's agreement sets his annual base salary at not less than $1,250,000 and his target annual bonus at not less than 160% of base salary. The agreements include one-year post-termination non-competition and non-solicitation covenants, along with confidentiality and non-disparagement covenants. The forms of agreement are filed as Exhibits 10.1 and 10.2.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Nov 1, 2022)

Westinghouse Air Brake Technologies Corporation (Wabtec) reported third quarter 2022 GAAP earnings per diluted share of $0.88, up 27.5% from the prior year, and adjusted earnings per diluted share of $1.22, up 7.0%. Third quarter sales were $2.08 billion, up 9.1% (up 14.3% excluding foreign currency exchange), driven by significantly higher Freight segment sales, partially offset by lower Transit segment sales. GAAP operating margin rose 1.1 percentage points to 12.5%, while adjusted operating margin was 16.4%, down 0.6 percentage points, due to a less rich sales mix from higher locomotive sales. Cash from operations was $204 million, down from $244 million, with operating cash flow conversion of 72% versus 96% a year earlier. Total backlog stood at $22.61 billion at September 30, 2022, up $0.77 billion year over year and up $1.52 billion on a constant currency basis. Cash and cash equivalents were $514 million and total debt was $4.08 billion, with total available liquidity of $2.14 billion. Wabtec updated its 2022 guidance: sales are now expected at $8.15 billion to $8.35 billion, down from $8.3 billion to $8.6 billion, reflecting unfavorable foreign currency exchange in the second half. Adjusted earnings per diluted share guidance is $4.75 to $4.95, versus the prior $4.70 to $5.00. The company expects operating cash flow conversion greater than 90 percent for the full year.

Westinghouse Air Brake Technologies 8-K Report, Material Agreement (Aug 17, 2022)

Westinghouse Air Brake Technologies Corporation (Wabtec) entered into an Amendment and Restatement Agreement dated August 15, 2022, which replaced its Credit Agreement dated June 8, 2018 with a new amended and restated Credit Agreement. The new agreement provides an updated $1.5 billion unsecured revolving credit facility and a new $250.0 million unsecured delayed draw term loan facility, both maturing on the fifth anniversary of the August 15, 2022 closing date. The company's obligations are guaranteed by certain of its subsidiaries, and borrowings are subject to customary conditions precedent. The restated agreement includes an uncommitted accordion feature allowing the company to request up to $750.0 million in aggregate increases to revolving commitments or new incremental term loans. Pricing is tied to the lower of the company's financial leverage or public rating, with spreads of 1.000% to 1.750% for Term SOFR, CDOR, RFR and Daily Simple SOFR-based borrowings, and 0.000% to 0.750% for Alternate Base Rate borrowings. The filing states that the company may pay dividends and make other restricted payments if no default or event of default exists and it is in compliance with the financial covenants. According to the attached press release (Exhibit 99.1), the facility increases the revolver from $1.2 billion to $1.5 billion, extends maturity from June 2023 to August 2027, and moves the pricing grid from LIBOR-based to SOFR-based, with terms otherwise described as materially unchanged. PNC Bank, N.A. is administrative agent. The full agreement is to be filed as an exhibit to the company's Form 10-Q for the quarter ending September 30, 2022.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Aug 5, 2022)

Westinghouse Air Brake Technologies Corporation (Wabtec, NYSE: WAB) furnished this Form 8-K on August 5, 2022 to report its second quarter 2022 results and update its full-year 2022 guidance, attaching a press release (Exhibit 99.1) and an earnings presentation (Exhibit 99.2). Second-quarter net sales were $2.05 billion, up 1.8%, with Freight segment sales up 11.5% to $1.49 billion and Transit segment sales down 17.5% to $558 million. GAAP diluted EPS was $0.91, up 37.9%, and adjusted diluted EPS was $1.23, up 16.0%. GAAP operating margin was 12.9% and adjusted operating margin was 16.7%, up 1.5 points. Cash from operations was $263 million, and the company reported a 92% operating cash flow conversion. Total backlog reached $23.23 billion, up $1.70 billion year over year, or up $2.27 billion on a constant currency basis, with the filing noting unfavorable foreign exchange reduced backlog by $568 million. During the quarter the company closed the Beena Vision and ARINC acquisitions for $69 million in total and repurchased $103 million of its shares. Liquidity was $1.48 billion at June 30, 2022, and total debt was $4.21 billion. Wabtec updated its 2022 guidance to sales of $8.30 billion to $8.60 billion and adjusted EPS of $4.70 to $5.00, compared with previous adjusted EPS guidance of $4.65 to $5.05. The company expects operating cash flow conversion of greater than 90% for the full year.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (Jul 27, 2022)

Westinghouse Air Brake Technologies Corporation (WAB) reported under Item 8.01 (Other Events) that it has entered into an agreement with Union Pacific for the Company to deliver 600 locomotive modernizations featuring a suite of digital solutions and innovations. The agreement is worth more than $1 billion, which the filing and the attached press release describe as the largest investment in modernized locomotives in rail industry history. According to the attached Exhibit 99.1 press release, the order covers 525 of Union Pacific's AC4400 and AC6000 locomotives and 75 Dash-9 locomotives. The modernizations feature the FDL Advantage engine upgrade and Modular Control Architecture. The release cites benefits including fuel efficiency improvement of up to 18%, a more than 80% increase in reliability, and a haulage ability increase of more than 55%. Deliveries are expected to begin in 2023, with modernization work performed at Wabtec's U.S. plants. The release describes this as the third major modernization order from Union Pacific since 2018, with more than 1,030 locomotives upon completion in 2025. The press release also estimates approximately 210,000 tons of annual emission reductions across the total order, and about 370 tons of carbon reduction per locomotive per year. It further notes that approximately 70,000 tons of steel will be reused and recycled over the course of the order. The filing contains no financial statements, so the contract's effect on reported results is not quantified here.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (Jul 25, 2022)

Westinghouse Air Brake Technologies Corporation (the "Company") disclosed in a Form 8-K filed under Item 8.01 (Other Events) that it detected a cyber security incident affecting its network on June 26, 2022. The Company promptly activated its incident response protocols, which included shutting down certain systems, began an investigation that is ongoing, and notified law enforcement authorities. The Company stated that, at this time, it does not believe the incident will have a material impact on the Company. The filing does not quantify any financial effect, and it identifies several uncertainties, including the scope of the incident, the nature and amount of data accessed, potential data loss, operational interruptions, incremental expenses from the ongoing assessment, and possible claims, litigation or regulatory proceedings. It also notes the availability of insurance coverage as an uncertainty. The filing is largely a forward-looking-statements disclaimer. Investors should watch for further updates on the investigation's scope, any data compromise, and any incremental expenses or operational effects that the Company may report as the investigation continues.

Westinghouse Air Brake Technologies 8-K Report, Executive Changes (Jul 1, 2022)

Westinghouse Air Brake Technologies Corporation ("Wabtec") reported in this Form 8-K, dated July 1, 2022, that its board of directors elected Beverly Babcock as a director, effective that day. Ms. Babcock will serve in the class of directors whose term expires in 2024. The filing says she will receive compensation in the same manner as Wabtec's other non-employee directors, as described in the company's definitive proxy statement on Schedule 14A filed April 5, 2022. The board also appointed Ms. Babcock to three committees: Audit, Compensation and Talent Management, and Nominating and Corporate Governance. The accompanying press release (Exhibit 99.1) describes her financial and accounting background, including her former role as CFO of Imperial Oil Limited and earlier leadership positions at ExxonMobil. It also notes that she serves on the board of Olin Corporation. Chairman Al Neupaver said her financial, accounting, and treasury experience, along with her energy sector knowledge, would be valuable as Wabtec continues to grow in global markets. The filing does not report financial results, guidance, or other operating information. Its investor relevance is limited to board composition and the strengthening of the board's audit and compensation oversight through the new director's appointments.

Westinghouse Air Brake Technologies 8-K Report, Corporate Update (Jun 15, 2022)

Westinghouse Air Brake Technologies Corporation (WAB) disclosed in this Form 8-K, filed June 15, 2022, under Item 8.01 (Other Events), changes to its Board of Directors and committee leadership. The Board appointed Linda Harty as Lead Director and also named her chair of the Nominating and Corporate Governance Committee. The Board further appointed Brian Hehir as chair of the Audit Committee, and Ann Klee as chair of the Compensation and Talent Management Committee and of the Environment, Social and Governance Subcommittee of the Nominating and Corporate Governance Committee. The filing states that Ms. Harty, Ms. Klee, and Mr. Hehir are each independent, as defined under the New York Stock Exchange listing standards and the rules of the U.S. Securities and Exchange Commission. The filing contains no financial results or other financial figures.

Westinghouse Air Brake Technologies 8-K Report, Executive Changes (May 24, 2022)

Westinghouse Air Brake Technologies Corporation filed this Current Report on Form 8-K to disclose two items: board changes and the results of its 2022 Annual Meeting of Stockholders, held May 18, 2022. Directors Lee B. Foster and Michael Howell retired from the Board on May 18, 2022. Stockholders approved all three management proposals. They elected William E. Kassling, Albert J. Neupaver and Ann R. Klee as directors for three-year terms expiring in 2025. Kassling received 146,023,936 votes for and 10,464,502 withheld, Neupaver received 134,206,388 for and 22,282,050 withheld, and Klee received 136,094,919 for and 20,393,519 withheld. Stockholders also approved, on an advisory basis, the 2021 named executive officer compensation (147,559,387 for, 8,714,198 against, 214,853 abstaining). They ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2022 (160,737,300 for, 3,138,084 against, 77,147 abstaining). The filing describes routine governance matters. It does not report financial results, guidance, or transactions.

Westinghouse Air Brake Technologies 8-K Report, Financial Results (Apr 27, 2022)

Wabtec Corporation (NYSE: WAB) furnished two items under this Form 8-K on April 27, 2022: a press release reporting first quarter 2022 results (Exhibit 99.1) and an earnings presentation for the quarter (Exhibit 99.2). The company reported GAAP earnings per diluted share of $0.80, up 35.6% from the prior-year quarter, and adjusted earnings per diluted share of $1.13, up 27.0%. First quarter sales were $1.93 billion, up 5.3%, with GAAP operating margin of 12.4% and adjusted operating margin of 16.5%, up 1.4 points. Freight segment sales rose 11.7% to $1.32 billion, while Transit segment sales fell 6.5% to $605 million. Cash from operations was $161 million, down 44.9% from $292 million, which management attributed primarily to a proactive inventory build ahead of higher volumes and supply chain disruptions. Total backlog reached $22.76 billion, up 5.0% year over year, and 12-month backlog was $6.63 billion, up 16.2%. The company repurchased 3.1 million shares for $296 million and raised its quarterly dividend by 25%. Total debt was $4.24 billion, cash and equivalents were $488 million, and total available liquidity was $1.50 billion. The company reiterated its 2022 guidance, with sales expected between $8.30 billion and $8.60 billion, adjusted earnings per diluted share between $4.65 and $5.05, and operating cash flow conversion above 90 percent. The filing notes that rising costs for metals, transportation and labor were a $45 to $50 million headwind in the quarter, and that the Russia-Ukraine conflict and related sanctions remain risk factors.

Westinghouse Air Brake Technologies 8-K Report, Executive Changes (Apr 6, 2022)

Westinghouse Air Brake Technologies Corporation filed this Form 8-K on April 6, 2022 to report an amendment and restatement of its 2011 Stock Incentive Plan. The Board of Directors approved the amended and restated Plan on March 31, 2022. The Plan was last amended and restated in 2020 and approved by shareholders on May 15, 2020. The main change concerns equity award treatment upon a "Section 11 Event" (as defined in the Plan). Under the amended Plan, automatic vesting upon such an event is replaced with "double trigger" vesting. If awards remain outstanding, or are assumed or replaced by the surviving entity, and a participant's employment is terminated without "cause" or for "good reason" (as defined in the award agreement) within one year after the event, the awards become fully vested. If awards are neither outstanding nor assumed or replaced, they vest fully upon the Section 11 Event. The filing incorporates the full amended and restated Plan by reference as Exhibit 10.1. The filing itself discloses no financial figures.

Westinghouse Air Brake Technologies 8-K Report, Regulation FD Disclosure (Mar 9, 2022)

On March 9, 2022, Westinghouse Air Brake Technologies Corporation (Wabtec, NYSE: WAB) furnished an investor presentation and a press release tied to its 2022 Investor Day, filed under Item 7.01 (Regulation FD Disclosure) and not deemed filed for Section 18 purposes. The company set a five-year value creation framework: mid-single-digit core organic growth CAGR, adjusted operating margin expansion of 250 to 300 basis points, double-digit adjusted EPS growth CAGR, and cash generation with conversion greater than 90 percent. The press release announced the next phase of restructuring, called Integration 2.0, which Wabtec expects to cost $135 million to $165 million over the next three years, with a targeted benefit of $75 million to $90 million. The presentation reports that the GE Transportation synergy run-rate of $250 million was achieved 15 months ahead of schedule, that the company had $8.7 billion in orders in 2021, and that its 12-month backlog rose 13.5%. It also states a $0.03 quarterly dividend increase in Q1 2022 and a $750 million share repurchase authorization in Q1 2022. The presentation's capital allocation priorities are to maintain a strong balance sheet, invest in the business, increase dividends, supplement organic growth with M&A, and return excess cash through share repurchases. Management targets an adjusted net debt leverage ratio of 2.0 to 2.5x and technology spend of about 6 to 7 percent of sales. The filing's forward-looking statements flag risks including the GE Transportation merger, COVID-19, and Russia-related sanctions.