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

Reports
Other Events·Exhibits & Filings
Filing Date
Filed May 19, 2025
Period End
May 19, 2025
Security
WAB
In the record · 2016–202610-K1110-Q338-K132

WAB filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 132 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Feb ’20Feb ’20
  3. Leadership change8-K · Apr ’22Apr ’22
  4. Material agreement8-K · Mar ’24Mar ’24

01—Abstract

Summary

Summary of the 8-K filed May 19, 2025. Cited figures are marked; the original filing is the authoritative source.

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%a 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 millionb, 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 millionc, 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.

02—Key points

Key Highlights

  1. Wabtec US Rail, Inc. is being added as a subsidiary guarantor of the Company's 3.20% due 2025, 3.45% due 2026, 4.70% due 2028 and 5.611% due 2034 Senior Notes.
  2. The guarantee was provided because Wabtec US Rail, Inc. guaranteed the Company's obligations under the Amended and Restated Credit Agreement dated April 23, 2025, with PNC Bank, National Association, as administrative agent.
  3. The Company plans a Post-Effective Amendment to Form S-3 (No. 333-275386) to add Wabtec US Rail, Inc. as a co-registrant.
  4. The combined guarantor group reported net sales of $1,532 million and net income attributable to Wabtec shareholders of $33 million for the three months ended March 31, 2025.
  5. For fiscal 2024, the combined guarantor group reported net sales of $5,949 million and a net loss attributable to Wabtec shareholders of $104 million.
  6. At March 31, 2025, the combined group reported long-term debt of $2,963 million and current liabilities of $2,352 million.
  7. The amount due to Non-Guarantor Subsidiaries was $7,655 million at March 31, 2025, compared with $7,872 million at December 31, 2024.

03—Questions

Frequently Asked Questions

  1. Why is Wabtec US Rail, Inc. becoming a guarantor of the Company's senior notes?

    The filing states that Wabtec US Rail, Inc. agreed to guarantee the US Notes under a supplemental indenture because it had already guaranteed the Company's obligations under the Amended and Restated Credit Agreement dated April 23, 2025, with PNC Bank, National Association, as administrative agent.

  2. Which notes are covered by the new guarantee?

    The guarantee covers 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, collectively referred to as the US Notes.

  3. What financial information is being disclosed for the guarantor group?

    Exhibit 99.1 provides unaudited, combined summarized income statement and balance sheet information for the Parent Company and its Guarantor Subsidiaries, prepared under Rule 13-01 of Regulation S-X. It covers the three months ended March 31, 2025, the year ended December 31, 2024, and balance sheet data at March 31, 2025 and December 31, 2024.

  4. Which entities are Guarantor Subsidiaries?

    The filing lists 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. Each is 100% owned by the Parent Company except GE Transportation, a Wabtec Company, which has 15,000 shares of Class A Non-Voting Preferred Stock held by General Electric Company.

04—Continue

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