WAB SEC Filings

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 Quarterly Report for Q3 Ended Sep 30, 2026

Westinghouse Air Brake Technologies Corporation (Wabtec) reported third-quarter 2026 net sales of $3.12 billion, up from $2.89 billion in the prior-year quarter, and net income attributable to Wabtec shareholders of $409 million, compared with $310 million a year earlier. Diluted EPS was $2.42 versus $1.81. Income from operations rose to $625 million from $491 million. For the first nine months of 2026, net sales were $9.25 billion and net income attributable to shareholders was $1.17 billion. Operating cash flow for the nine months was $1.095 billion, compared with $767 million a year earlier, while the company spent $1.06 billion on acquisitions, primarily Dellner Couplers, and $762 million on stock repurchases. Total debt rose to $6.38 billion at September 30, 2026, from $5.54 billion at year-end 2025, and cash, cash equivalents and restricted cash declined to $489 million. Current debt of $1.71 billion, including a $500 million term loan due November 2026 and a 3.45% senior note due 2026, is a near-term refinancing item. Total available liquidity was $2.09 billion. Backlog reached a record $31.4 billion, and the company established a commercial paper program of up to $2.0 billion after quarter end. Management notes that tariffs and commodity costs were headwinds to margins and cash flow, and that the company continues to pursue tariff refund claims. The company stated that it is unable to reasonably predict the full impact of macroeconomic factors, supply chain disruptions and trade policy. Purchase price allocations for Dellner Couplers and Frauscher remain preliminary.

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 Quarterly Report for Q2 Ended Jun 30, 2026

Westinghouse Air Brake Technologies Corporation (Wabtec) reported second-quarter 2026 net sales of $3.18 billion, up from $2.71 billion in the prior-year quarter, and net income attributable to Wabtec shareholders of $395 million, or $2.33 per diluted share, versus $336 million and $1.96 in the second quarter of 2025. Net sales were $6.13 billion for the six months ended June 30, 2026, with net income attributable to Wabtec shareholders of $757 million. The filing attributes the sales growth to acquisitions, including Dellner Couplers (acquired February 10, 2026 for approximately $1.053 billion) and the 2025 acquisitions of Inspection Technologies and Frauscher, as well as organic growth in both segments. Total multi-year backlog rose $3.5 billion in the first six months to a record $30.9 billion. Cash flow from operations was $640 million for the first six months of 2026, up from $400 million a year earlier, while investing outflows of $1.16 billion reflected the Dellner acquisition. Total debt increased to $6.57 billion face value at June 30, 2026, from $5.54 billion at December 31, 2025, with current portion of long-term debt at $1.66 billion, including a $750 million 3.45% Senior Notes due 2026 and a $500 million term loan maturing November 27, 2026. Total available liquidity was $2.02 billion, compared with $3.21 billion at year-end 2025, and the company repurchased $457 million of stock in the first six months, with approximately $760 million remaining under its repurchase authorization. The company reports that it is monitoring tariffs, trade policy, supply chain disruptions, and inflation, and states it does not expect a material impact on 2026 results from tariffs because of mitigation efforts, though it cannot reasonably predict future impacts. The company also reported an overall effective tax rate of 23.1% for the six months and a settlement of the Progress Rail antitrust and related litigation in February 2026 with no impact on operating results or cash flows.

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 Quarterly Report for Q1 Ended Mar 31, 2026

Westinghouse Air Brake Technologies Corporation (Wabtec) reported first-quarter 2026 net sales of $2.95 billion, up from $2.61 billion in the prior-year period, with net income attributable to Wabtec shareholders of $362 million, or $2.12 per diluted share, versus $322 million, or $1.88 per diluted share, a year earlier. Income from operations rose to $517 million from $474 million. Growth was driven by acquisitions contributing $225 million of sales, favorable foreign exchange adding $68 million, and organic sales growth of $60 million. Operating expenses rose 27.7% to $544 million, reflecting acquisition-related expense, higher compensation, and transaction costs of $13 million. Gross margin improved, with cost of sales at 64.0% of net sales versus 65.5% a year earlier. The balance sheet changed materially during the quarter. Wabtec completed the acquisition of Dellner Couplers on February 10, 2026, for approximately $1.053 billion, funded with cash on hand and borrowings. Total debt rose to $6.54 billion at March 31, 2026, from $5.54 billion at December 31, 2025, and cash, cash equivalents and restricted cash fell to $531 million from $789 million. Total available liquidity was $2.09 billion, down from $3.21 billion at year-end. Operating cash flow was $199 million, compared with $191 million a year earlier, as higher receivables absorbed cash. Remaining performance obligations were approximately $30.8 billion, and the company reported that it expects to recognize about 30% of that amount over the next 12 months. The company also reported that it repurchased $242 million of stock in the quarter and paid $53 million in dividends. As of March 31, 2026, approximately $975 million remained under its stock repurchase authorization. Management stated that it is unable to reasonably predict the full impact of tariffs, trade policy, supply chain disruptions, and macroeconomic volatility, though it does not expect a material impact on 2026 results because of mitigation efforts. Its credit ratings were BBB (Fitch), Baa2 (Moody's), and BBB (S&P), each with a stable outlook.

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 Annual Report, Year Ended Dec 31, 2025

Westinghouse Air Brake Technologies Corporation (Wabtec) reported 2025 net sales of $11.17 billion, up from $10.39 billion in 2024, with income from operations of $1.79 billion versus $1.61 billion and net income attributable to Wabtec shareholders of $1.17 billion versus $1.06 billion. Diluted earnings per share were $6.83 compared with $6.04 in 2024. Growth was driven by $464 million of organic sales, $355 million from acquisitions (primarily Inspection Technologies) and $33 million of favorable foreign exchange. Cost of sales as a percentage of net sales improved to 65.9% from 67.6%, reflecting productivity, restructuring savings and portfolio exits, though operating expenses rose 14.6% to $2.01 billion, partly on acquisition-related costs. The company spent heavily on growth in 2025. Cash from operations was $1.76 billion, but investing outflows of $2.75 billion were driven by the Inspection Technologies (about $1.79 billion) and Frauscher (about $792 million) acquisitions, and total debt rose to $5.5 billion at December 31, 2025. Total backlog reached $27.4 billion, including $15.5 billion of new orders in 2025. Management also cited a $4.2 billion multi-national locomotive order with Kazakhstan's KTZ as the largest in company history. Subsequent to year end, the Dellner Couplers acquisition (about €890 million) closed on February 10, 2026. Shareholder returns included $223 million of share repurchases and $173 million of dividends in 2025. On February 6, 2026, the Board reauthorized a $1.2 billion repurchase program. The auditor, Ernst & Young LLP, issued unqualified opinions on both the financial statements and internal control over financial reporting, with the 2025 acquisitions excluded from the internal control assessment as permitted.

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 Quarterly Report for Q3 Ended Sep 30, 2025

Westinghouse Air Brake Technologies Corporation (Wabtec) reported third-quarter 2025 net sales of $2,886 million, up 8.4% from $2,663 million in the prior-year quarter, and net income attributable to Wabtec shareholders of $310 million, or $1.81 diluted EPS, versus $283 million and $1.63 a year earlier. For the first nine months, net sales were $8,202 million (up 5.1%) and diluted EPS was $5.64, compared with $4.80. Organic sales grew $79 million in the quarter, with Freight Equipment and Transit Aftermarket and OEM sales leading, while Freight Services declined on lower locomotive modernization and engine overhaul deliveries. Operating expenses rose 14.3% in the quarter, mainly from SG&A tied to acquisitions and $9 million of transaction costs. The balance sheet expanded materially in 2025. The company closed the Inspection Technologies acquisition from Evident (Olympus Scientific Solutions) on July 1, 2025 for approximately $1.788 billion, funded with cash, 2035 Notes and other borrowings. Long-term debt rose to $5,034 million from $3,480 million, and total debt at face value was $5,285 million at September 30, 2025. Cash, cash equivalents and restricted cash fell to $528 million from $715 million. Nine-month operating cash flow was $767 million, down from $1,111 million, reflecting higher receivables and inventory. Remaining performance obligations were approximately $25.6 billion, with about 32% expected to be recognized over the next 12 months. Subsequent to quarter end, the filing discusses a multi-national order from National Company Kazakhstan Temir Zholy valued at approximately $4.2 billion, and pending acquisitions of Dellner Couplers (approximately €890 million) and Frauscher (approximately €675 million). The filing lists several open legal matters, including a Progress Rail lawsuit in which the antitrust claims were dismissed on June 12, 2025, while breach of contract, unfair competition, defamation and false advertising claims remain. Denver Transit Constructors is seeking $58 million from subsidiary Xorail, which the company denies. Management reports $852 million remaining under its stock repurchase authorization, and no shares were repurchased in the third quarter.

Westinghouse Air Brake Technologies Quarterly Report for Q2 Ended Jun 30, 2025

Westinghouse Air Brake Technologies Corporation (Wabtec) reported second-quarter 2025 net sales of $2.71 billion, up from $2.64 billion a year earlier, with net income attributable to Wabtec shareholders of $336 million versus $289 million. For the first six months of 2025, net sales were $5.32 billion and net income attributable to shareholders was $658 million, compared with $5.14 billion and $561 million in the prior-year period. Diluted EPS was $1.96 for the quarter and $3.84 for the six months. Gross profit rose to $938 million in the quarter, and income from operations increased to $472 million from $430 million. Organic sales growth was driven by the Transit Segment, partially offset by the Freight Segment, and the filing attributes improved gross margin largely to favorable Freight mix, productivity, restructuring savings and the exit of low-margin offerings. Balance sheet and financing activity were significant during the period. Cash, cash equivalents and restricted cash rose to $1.50 billion from $715 million at December 31, 2024, while long-term debt increased to $4.78 billion from $3.48 billion. In May 2025 the company issued $500 million of 4.90% Senior Notes due 2030 and $750 million of 5.50% Senior Notes due 2035, and it entered into a 2025 Credit Agreement with a $2.0 billion revolving facility and a $725 million term loan facility. Total available liquidity was $4.09 billion at June 30, 2025. Operating cash flow for the six months declined to $400 million from $569 million, and share repurchases totaled $148 million, with $852 million remaining under the repurchase authorization. Subsequent events are material to the outlook. Wabtec completed the approximately $1.78 billion acquisition of Evident's Inspection Technologies division on July 1, 2025, and announced agreements to acquire Frauscher for approximately €675 million and Dellner Couplers for approximately €890 million, both subject to customary closing conditions and regulatory approvals. The filing also reports remaining performance obligations of approximately $21.8 billion, with about 38% expected to be recognized over the next 12 months, and it notes the company's ongoing Progress Rail litigation, where antitrust claims were dismissed on June 12, 2025, while other claims remain.

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, 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, 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, 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 Quarterly Report for Q1 Ended Mar 31, 2025

Westinghouse Air Brake Technologies Corporation reported first-quarter 2025 net sales of $2.61 billion, up $113 million, or 4.5%, from $2.50 billion in the first quarter of 2024. Organic sales rose $133 million, with Services and Transit growth offsetting lower Freight Equipment deliveries. Gross profit increased to $900 million from $815 million, and income from operations rose to $474 million from $412 million. Net income attributable to Wabtec shareholders was $322 million, or $1.88 per diluted share, compared with $272 million, or $1.53 per diluted share, a year earlier. Cost of sales as a percentage of net sales improved to 65.5% from 67.3%. Cash provided by operating activities fell to $191 million from $334 million, mainly because of changes in receivables tied to the Revolving Receivables Program and the timing of customer deposits. The company ended the quarter with $698 million of cash, cash equivalents and restricted cash and total debt of $4.01 billion at book value. It repurchased $98 million of stock and had approximately $902 million remaining under its repurchase authorization. Wabtec also signed definitive agreements to acquire Evident's Inspection Technologies division for approximately $1.78 billion and Dellner Couplers for approximately $960 million, both subject to customary closing conditions and regulatory approvals. On April 23, 2025, the company amended its credit agreements, increasing the revolving credit facility to $2 billion.

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 Annual Report, Year Ended Dec 31, 2024

Westinghouse Air Brake Technologies Corporation (Wabtec) reported 2024 total net sales of $10.39 billion, up from $9.68 billion in 2023, with the filing stating an increase of $710 million, or 7.3%. Income from operations rose to $1.61 billion from $1.27 billion, and net income attributable to Wabtec shareholders was $1.06 billion, or $6.04 diluted earnings per share, versus $4.53 in 2023. Freight Segment sales were $7.47 billion (about 72% of net sales) and Transit Segment sales were $2.92 billion (about 28%). Total backlog was approximately $22.3 billion at December 31, 2024, with about $7.68 billion expected to be delivered in 2025. Operating cash flow was $1.83 billion, and the company repurchased $1.10 billion of stock during the year. Balance sheet and capital allocation were central themes. Total debt was $4.0 billion at year-end, against cash, cash equivalents and restricted cash of $715 million. The company's credit agreements require an Interest Coverage Ratio of at least 3.0 to 1.0 and a Leverage Ratio not to exceed 3.5 to 1.0, and the filing says it was in compliance at December 31, 2024. Dividends were $140 million in 2024, and the Board authorized an additional $1.0 billion for share repurchases in December 2024. The filing also reports that Fitch and S&P upgraded the company's credit rating from BBB- to BBB, and that Moody's changed its outlook to positive. Looking ahead, the company announced Integration 3.0 in February 2025, targeting incremental run-rate synergies of $100 million to $125 million by 2028, with expected charges of $125 million to $155 million. In January 2025 it agreed to acquire Evident's Inspection Technologies division for $1.78 billion, with completion expected by the end of the first half of 2025. The filing notes that the Progress Rail antitrust lawsuit remains at an early stage, with a motion to dismiss pending.

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 Quarterly Report for Q3 Ended Sep 30, 2024

Westinghouse Air Brake Technologies Corporation reported third-quarter 2024 net sales of $2.66 billion, up from $2.55 billion a year earlier, with net income attributable to Wabtec shareholders of $283 million, or $1.63 per diluted share, compared with $240 million, or $1.33 per diluted share, in the prior-year quarter. Income from operations rose to $433 million from $370 million, and gross profit increased to $880 million from $792 million. For the first nine months of 2024, net sales were $7.80 billion and net income attributable to Wabtec shareholders was $844 million, or $4.80 per diluted share. Organic sales growth was attributed to higher Freight Services and Digital Intelligence sales and to Transit Original Equipment Manufacturing and Aftermarket demand, partly offset by lower Freight Equipment locomotive deliveries. Cash flow and capital allocation were central this period. Net cash provided by operating activities was $1.11 billion for the nine months, compared with $515 million a year earlier, while repurchases of stock totaled $974 million. Cash, cash equivalents and restricted cash ended at $410 million, and total debt (including current portion) was $4.02 billion at September 30, 2024. The company issued $500 million of 5.611% Senior Notes due 2034 and entered into a $225 million term loan under a new 2024 Credit Agreement, using the proceeds together with cash on hand to repay 2024 Notes at maturity. Remaining authorization under the stock repurchase program was approximately $123 million at quarter end. The filing also details ongoing items: Integration 2.0 restructuring charges are expected to total $135 million to $165 million, with approximately $140 million incurred to date, and Portfolio Optimization net exit charges are expected to be about $85 million. The company reports remaining performance obligations of approximately $22.2 billion, with about 34% expected to be recognized over the next 12 months. Progress Rail, a Caterpillar company, has filed an antitrust lawsuit against the company, which management believes is at an early stage and intends to defend vigorously.

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 Quarterly Report for Q2 Ended Jun 30, 2024

Westinghouse Air Brake Technologies Corporation (Wabtec) reported second-quarter 2024 net sales of $2.64 billion, up from $2.41 billion in the prior-year quarter, and net income attributable to Wabtec shareholders of $289 million, or $1.64 per diluted share, versus $191 million, or $1.06 per diluted share, a year earlier. For the first six months of 2024, net sales were $5.14 billion and net income attributable to shareholders was $561 million, or $3.17 per diluted share. Management attributed the sales increase primarily to higher North American and international locomotive equipment sales, increased mining sales, higher locomotive modernization and overhaul services, and stronger Transit aftermarket demand. Gross margin improved, with cost of sales at 67.0% of net sales in the quarter versus 69.9% a year earlier. Cash flow from operations improved to $569 million for the first six months of 2024 from $90 million in the prior-year period, driven by higher net income, lower inventory build, and timing of accounts payable. The company repurchased $375 million of stock and paid $71 million in dividends during the six months. Total debt was $3.997 billion at June 30, 2024, with the company issuing $500 million of 5.611% Senior Notes due 2034 and entering a $225 million term loan due 2029 to repay the 4.15% Senior Notes due 2024. Cash, cash equivalents and restricted cash stood at $595 million, and the company reported $1.5 billion of current availability under its revolving credit facility. The filing also notes that Wabtec faces an antitrust lawsuit filed by competitor Progress Rail, a Caterpillar Inc. company, which seeks, among other remedies, an order requiring divestiture of GE Transportation; the company states it intends to vigorously defend the case. Management also disclosed ongoing Integration 2.0 restructuring, with total charges to date of approximately $130 million against an expected range of $135 million to $165 million, and an additional approximately $85 million in expected net exit charges under Portfolio Optimization.

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 Quarterly Report for Q1 Ended Mar 31, 2024

Westinghouse Air Brake Technologies Corporation's first-quarter 2024 Form 10-Q reports net sales of $2.50 billion, up from $2.19 billion in the first quarter of 2023, with net sales increasing by $303 million, or 13.8%. Income from operations rose to $412 million from $276 million, and net income attributable to Wabtec shareholders was $272 million, or $1.53 per diluted share, compared with $169 million, or $0.93 per diluted share, a year earlier. Organic sales grew $262 million across both the Freight and Transit segments, with Freight Segment income from operations reaching $368 million. Cost of sales as a percentage of net sales improved to 67.3% from 69.7%, which the company attributed to improved pricing, favorable segment mix, and slightly favorable input costs. Cash provided by operating activities was $334 million, compared with cash used of $25 million in the prior-year quarter, driven by higher net income, receivables collections, and inventory changes. Cash and cash equivalents and restricted cash ended the quarter at $639 million. Total debt was $4.00 billion at March 31, 2024, and the company issued $500 million of 5.611% Senior Notes due 2034 and entered a $225 million term loan under a 2024 Credit Agreement, proceeds of which, along with cash on hand, were used to redeem the 4.15% Senior Notes due 2024. The company repurchased $175 million of stock during the quarter and had approximately $923 million remaining under its stock repurchase plan. The company reported remaining performance obligations of approximately $22.1 billion as of March 31, 2024, with about 35% expected to be recognized over the next 12 months. Management noted continuing macroeconomic uncertainty from supply chain disruptions, labor availability, inflation, and regional conflicts. A competitor, Progress Rail, filed an antitrust lawsuit against the company in 2023 that remains at an early stage, and the company says it intends to vigorously defend the case.

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 Annual Report, Year Ended Dec 31, 2023

Westinghouse Air Brake Technologies Corporation (Wabtec Corporation) reported 2023 net sales of $9.68 billion, up from $8.36 billion in 2022, with the increase driven by organic growth of $1.20 billion across both segments. Income from operations rose to $1.27 billion from $1.01 billion, and net income attributable to Wabtec shareholders was $815 million, or $4.53 per diluted share, compared with $633 million, or $3.46 per diluted share, in 2022. The Freight Segment accounted for approximately 72% of net sales and the Transit Segment for approximately 28%. Aftermarket parts and services represented approximately 60% of total net sales, and total backlog was approximately $22 billion at December 31, 2023. Cash provided by operating activities was $1.20 billion in 2023, versus $1.04 billion in 2022. The company repurchased $409 million of stock and paid $123 million in dividends, and ended the year with total debt of $4.1 billion, primarily Senior Notes. Cash, cash equivalents and restricted cash were $620 million. In February 2024 the Board reauthorized its stock repurchase program to $1 billion. Management highlighted the Integration 2.0 restructuring initiative, which targets incremental run-rate synergies of $75 million to $90 million in 2025, and Portfolio Optimization, with expected net exit charges of approximately $85 million. The filing also discloses a Progress Rail antitrust lawsuit filed in 2023 that seeks, among other relief, an order requiring Wabtec to divest GE Transportation; the company intends to vigorously defend the case.

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 Quarterly Report for Q3 Ended Sep 30, 2023

Westinghouse Air Brake Technologies Corporation (Wabtec) reported third-quarter 2023 results with net sales of $2.55 billion, up from $2.08 billion in the same period of 2022, and net income attributable to Wabtec shareholders of $240 million, or $1.33 per diluted share, versus $160 million, or $0.88 per diluted share, a year earlier. For the nine months ended September 30, 2023, net sales were $7.15 billion and net income attributable to Wabtec shareholders was $600 million, or $3.33 per diluted share. Income from operations rose to $370 million for the quarter from $261 million, and to $958 million for the nine months from $764 million. Management attributed the sales growth to higher locomotive equipment, services and transit aftermarket volumes, with acquisitions and favorable foreign exchange adding to the increase, while cost of sales rose to 69.0% of net sales in the quarter from 68.9% due to manufacturing inefficiencies tied to the strike at the Erie facility and higher restructuring costs. Balance sheet and cash flow data show total assets of $18.80 billion and total debt of $4.05 billion at September 30, 2023, with cash, cash equivalents and restricted cash of $392 million. Net cash provided by operating activities was $515 million for the nine months, down from $628 million, primarily due to working capital changes. The company repurchased $252 million of stock during the nine months and paid $92 million in dividends, and it had $588 million remaining under its stock repurchase plan at quarter end. The remaining performance obligations were approximately $21.4 billion, with about 30% expected to be recognized over the next 12 months. Legal matters include a lawsuit filed in the third quarter of 2023 by Progress Rail, a Caterpillar Inc. company, alleging antitrust and other claims; the company said it intends to vigorously defend itself, and the case is at an early stage.

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 Quarterly Report for Q2 Ended Jun 30, 2023

Westinghouse Air Brake Technologies Corporation's second-quarter 2023 results show continued top-line growth. Net sales for the three months ended June 30, 2023 rose to $2,407 million from $2,048 million, and net income attributable to Wabtec shareholders increased to $191 million from $166 million. For the six months, net sales were $4,601 million versus $3,975 million, and net income attributable to shareholders was $360 million versus $315 million. Organic sales growth was driven by both the Freight and Transit segments, with the filing citing higher locomotive modernizations, parts sales, and Transit aftermarket and original equipment demand. Cash generation was weaker in the first half. Operating cash flow was $90 million compared with $424 million a year earlier, reflecting working capital outflows including receivables and accounts payable timing. Cash used for investing activities of $293 million included the $239 million purchase price for L&M Radiator, Inc. Total debt stood at $4,390 million at June 30, 2023, with $989 million classified as current, largely the $250 million 4.375% Senior Notes due August 2023, which management is evaluating refinancing. The company repurchased $252 million of stock in the first six months, with approximately $588 million remaining under its authorization. The filing also flags ongoing risks: macroeconomic and supply chain volatility, inflation, and the Russia-Ukraine conflict, which led to a roughly $3 million charge on Russian assets. A collective bargaining agreement covering about 1,400 locomotive workers in Erie, Pennsylvania expired on June 9, 2023, and the union voted against the proposed agreement and authorized a strike, with negotiations continuing under a federal mediator.

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 Quarterly Report for Q1 Ended Mar 31, 2023

Westinghouse Air Brake Technologies Corporation reported first-quarter 2023 net sales of $2.19 billion, up from $1.93 billion in the prior-year quarter, with the filing stating that net sales increased 13.9%. Income from operations rose to $276 million from $239 million, and net income attributable to Wabtec shareholders was $169 million, or $0.93 per diluted share, compared with $149 million, or $0.80 per diluted share, a year earlier. Organic sales growth of $302 million was driven mainly by the Freight Segment, particularly Equipment and Components, while foreign exchange reduced sales by $56 million. Cash flow was weaker in the quarter. Net cash used for operating activities was $25 million, compared with $161 million provided in the prior-year quarter, mainly due to working capital changes, including $144 million tied to receivables and a $51 million inventory build. The company repurchased $178 million of stock and paid $31 million in dividends. Total debt rose to a book value of $4.16 billion at March 31, 2023, with $975 million classified as current, and the company stated it was in compliance with its financial covenants. The filing also describes ongoing Integration 2.0 restructuring, with approximately $78 million of an expected $135 million to $165 million in one-time charges incurred to date, and a remaining performance obligation backlog of approximately $22.1 billion. Management noted continued exposure to supply chain disruptions, inflation, and the Russia-Ukraine conflict, and a labor agreement covering about 1,400 Erie, Pennsylvania workers expires on June 9, 2023.

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%.