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): March 17,
2023
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 7.01. |
Regulation FD Disclosure
|
On March 17, 2023, Westinghouse Air Brake Technologies Corporation
(the “Company”) posted an investor presentation (the “Investor
Presentation”) to its website at
https://ir.wabteccorp.com/investor-relations. A copy of the
Investor Presentation is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the
information furnished pursuant to this Item 7.01 in this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liability of
that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a
filing.
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
|
|
Investor Presentation dated March 17, 2023
|
|
|
104
|
Cover Page Interactive Data File within the Inline XBRL
document.
|
Caution Concerning Forward-Looking Statements
This communication contains “forward-looking” statements as that
term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended by the Private Securities Litigation Reform Act of 1995,
including statements regarding the impact of acquisitions by
Wabtec, statements regarding Wabtec’s expectations about future
sales and earnings, and statements about the impact of evolving
global conditions on Wabtec’s business. All statements, other than
historical facts, including statements regarding synergies and
other expected benefits from acquisitions; statements regarding
Wabtec’s plans, objectives, expectations and intentions; statements
regarding macro-economic conditions and evolving production and
demand conditions and statements regarding carbon emissions
reduction and other sustainability targets and goals; and any
assumptions underlying any of the foregoing, are forward-looking
statements. Forward-looking statements concern future circumstances
and results and other statements that are not historical facts and
are sometimes identified by the words “may,” “will,” “should,”
“potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,” “believe,” “could,”
“project,” “predict,” “continue,” “target” or other similar words
or expressions. Forward-looking statements are based upon current
plans, estimates and expectations that are subject to risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that
such plans, estimates or expectations will be achieved. Important
factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others, (1)
changes in general economic and/or industry specific conditions,
including the impacts of tax and tariff programs, inflation, supply
chain disruptions, foreign currency exchange, and industry
consolidation; (2) changes in the financial condition or operating
strategies of Wabtec’s customers; (3) unexpected costs, charges or expenses
resulting from acquisitions and potential failure to realize
synergies and other anticipated benefits of acquisitions, including
as a result of integrating acquired targets into Wabtec; (4)
inability to retain and hire key personnel; (5) evolving legal,
regulatory and tax regimes; (6) changes in the expected timing of
projects; (7) a decrease in freight or passenger rail traffic; (8)
an increase in manufacturing costs; (9) actions by third parties,
including government agencies; (10) the severity and duration of
the evolving COVID-19 pandemic and the resulting impact on the
global economy and, in particular, our customers, suppliers and
end-markets, (11) potential disruptions, instability, and
volatility in global markets from the imposition of economic
sanctions on Russia resulting from the invasion of Ukraine; (12)
cybersecurity and data protection risks; and (13) other risk
factors as detailed from time to time in Wabtec’s reports filed
with the SEC, including Wabtec’s annual report on Form 10-K,
periodic quarterly reports on Form 10-Q, current reports on Form
8-K and other documents filed with the SEC. The foregoing list of
important factors is not exclusive. Any forward-looking statements
speak only as of the date of this communication. Wabtec does not
undertake any obligation to update any forward-looking statements,
whether as a result of new information or development, future
events or otherwise, except as required by law. Readers are
cautioned not to place undue reliance on any of these
forward-looking statements.
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:
|
|
|
|
|
|
|
John A. Olin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Date: March 17, 2023
|
|
|