WAB 8-K
Westinghouse Air Brake Technologies Corp (WAB)
8-K
2025-05-19
For: 2025-05-19
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or other Jurisdiction
of Incorporation)
|
|
|
|
(Commission
File No.)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(412 ) 825-1000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of Each Class
|
Trading
Symbol
|
Name of Each Exchange
on Which Registered
|
||
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
In connection with the anticipated filing by Westinghouse Air Brake Technologies
Corporation (the “Company”) of a Post-Effective Amendment to its Registration Statement on Form S-3 (No. 333-275386) for the purpose of adding Wabtec US Rail, Inc. as one of the co-registrants that are, or may potentially be, guarantors of
debt securities registered on such Registration Statement (collectively, the “Subsidiary Guarantors”), the Company is providing guarantor summarized financial information for the three months ended March 31, 2025 and the fiscal year ended December 31, 2024 reflecting the addition of Wabtec US Rail, Inc.
Pursuant to a supplemental indenture in respect of the Company’s outstanding 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, the “US Notes”), Wabtec US Rail, Inc. agreed to provide a guarantee of such US Notes as a Subsidiary Guarantor (the “Additional Guarantee”). Wabtec US Rail, Inc.’s Additional Guarantee was provided
because Wabtec US Rail, Inc. guaranteed the Company’s obligations under the previously announced Amended and Restated Credit Agreement, dated April 23, 2025, by and among the Company and Wabtec Transportation Netherlands B.V., as borrowers, the
financial institutions party thereto, as lenders, and PNC Bank, National Association, as administrative agent.
This guarantor summarized financial information is included in Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this report on Form 8-K:
|
Exhibit No.
|
Description
|
|
|
Guarantor Summarized Financial Information.
|
||
|
104
|
Cover Page Interactive Data File within the Inline XBRL document.
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
|
||
|
By:
|
/s/ John A. Olin
|
|
|
John A. Olin
|
||
|
Executive Vice President and Chief Financial Officer
|
||
|
Date: May 19, 2025
|
||
Exhibit 99.1
GUARANTOR SUMMARIZED FINANCIAL INFORMATION
Westinghouse Air Brake Technologies Corporation (the “Parent Company”) has issued 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, the “US Notes”).
The obligations under the US Notes issued by the Parent Company have been fully and unconditionally guaranteed by
certain of the Parent Company’s U.S. subsidiaries (“Guarantor Subsidiaries”), currently comprising 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 Guarantor Subsidiary is 100% owned by the Parent Company, with the exception of GE Transportation, a
Wabtec Company, which has 15,000 shares outstanding of Class A Non-Voting Preferred Stock held by General Electric Company.
The following tables present summarized financial information of the Parent Company and the Guarantor Subsidiaries on
a combined basis. The combined summarized financial information eliminates (i) intercompany balances and transactions among the Parent Company and Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that is not a
Guarantor Subsidiary.
The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC
Regulation S-X for the Parent Company, as issuer of the US Notes, and Guarantor Subsidiaries.
|
Summarized Statement of Income
|
||||||||
|
Unaudited
Parent Company and Guarantor Subsidiaries |
||||||||
|
In millions
|
Three Months Ended
March 31, 2025
|
Year Ended
December 31, 2024
|
||||||
|
Net sales
|
$
|
1,532
|
$
|
5,949
|
||||
|
Gross profit
|
$
|
661
|
$
|
1,796
|
||||
|
Net income (loss) attributable to Wabtec shareholders
|
$
|
33
|
$
|
(104
|
)
|
|||
Summarized Balance Sheet
|
Unaudited
Parent Company and Guarantor Subsidiaries |
||||||||
|
In millions
|
March 31, 2025
|
December 31, 2024
|
||||||
|
Current assets
|
$
|
1,448
|
$
|
1,624
|
||||
|
Noncurrent assets
|
$
|
3,504
|
$
|
3,500
|
||||
|
Current liabilities
|
$
|
2,352
|
$
|
2,278
|
||||
|
Long-term debt
|
$
|
2,963
|
$
|
2,962
|
||||
|
Other non-current liabilities
|
$
|
681
|
$
|
738
|
||||
1
The following is a description of the transactions between the combined Parent Company and Guarantor Subsidiaries with
non-guarantor subsidiaries.
|
Unaudited
Parent Company and Guarantor Subsidiaries |
||||||||
|
In millions
|
Three Months Ended
March 31, 2025
|
Year Ended
December 31, 2024
|
||||||
|
Net sales to Non-Guarantor Subsidiaries
|
$
|
243
|
$
|
875
|
||||
|
Purchases from Non-Guarantor Subsidiaries
|
$
|
267
|
$
|
1,170
|
||||
|
Unaudited
Parent Company and Guarantor Subsidiaries |
||||||||
|
In millions
|
March 31, 2025
|
December 31, 2024
|
||||||
|
Amount due to Non-Guarantor Subsidiaries
|
$
|
7,655
|
$
|
7,872
|
||||
2