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): May 19, 2025


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction
of Incorporation)

033-90866
25-1615902
(Commission
File No.)
(I.R.S. Employer
Identification No.)

30 Isabella Street
Pittsburgh, Pennsylvania
15212
(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
Common Stock, $0.01 par value per share
  
WAB
   New York Stock Exchange

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