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Midas Edge

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

For the period ended Dec 31, 2023. Filed Feb 14, 2024.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 14, 2024

WAB$303.49+1.8%Stored close · as of Nov 10, 2026

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Contents

Item 15. Exhibits and Financial Statement Schedules

Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The financial statements filed as part of this report are included in Part II Item 8 of this report. Financial statement schedules and exhibits listed below are filed as part of this annual report:

Page
(1) · Financial Statements and Reports on Internal Control
Management’s Reports to Westinghouse Air Brake Technologies Corporation Shareholders44
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42, Pittsburgh, Pennsylvania)45
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting47
Consolidated Balance Sheets as of December 31, 2023 and 202249
Consolidated Statements of Income for the three years ended December 31, 2023, 2022 and 202150
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2023, 2022 and 202151
Consolidated Statements of Cash Flows for the three years ended December 31, 2023, 2022 and 202152
Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2023, 2022 and 202153
Notes to Consolidated Financial Statements54
(2)Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts89
FilingMethod
Exhibits
2.1Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 201513
2.2Amendment No. 1 to Shareholder's Agreement among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 201614
2.3Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.21
2.4**Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.21
3.1Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, 20039
3.2Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 201311
3.3Amended and Restated By-Laws of the Company, effective February 10, 20238
3.4Certificate of Amendment to Restated Certificate of Incorporation dated November 19, 201822
3.5Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of Westinghouse Air Brake Technologies Corporation, dated February 22, 201921
4.1Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as Trustee12
4.2First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee12
4.3Form of 4.375% Senior Note due 2023 (included in Exhibit 4.2)12
4.4Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee15
4.5Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee15
4.6Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5)15
4.7Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee16
4.8Fifth Supplemental Indenture, dated April 28, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee17
4.9Sixth Supplemental Indenture, dated June 21, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.18
4.10Seventh Supplemental Indenture, dated June 8, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee19
4.11Eighth Supplemental Indenture, dated June 29, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee19
4.12Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.20
4.13Form of 1.150% Senior Note due 2024 (included in Exhibit 4.12)1
4.14Form of 4.700% Senior Note due 2028 (included in Exhibit 4.12)1
4.15Tenth Supplemental Indenture, dated June 6, 2019, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee23
4.16Eleventh Supplement Indenture, dated June 29, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee25
4.17Form of 3.200% Senior Note due 2025 (included in Exhibit 4.16)1
4.18Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of 19341
4.19Base Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as Trustee27
4.20First Supplemental Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as Trustee27
4.21Form of 1.250% Notes due 2027 (included in Exhibit 4.20 hereof).27
10.1Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced)2
10.2Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane) on environmental costs and sharing2
10.3Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc., Manville Corporation and European Overseas Corporation (only provisions on indemnification are reproduced)2
10.4Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*4
10.5Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended * *33
10.6Employment Agreement with Albert J. Neupaver, dated February 1, 2006 *3
10.7Form of Restricted Stock Agreement *10
10.8Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan as amended and restated, as of March 31, 2022*5
10.9Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 20086
10.10Form of Employment Continuation Agreement entered into by the Company with Nicole Theophilus, Michael E. Fetsko, and John A Mastalerz Jr.*7
10.11Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 *10
10.12Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*10
10.13Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *10
10.14Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and restated*10
10.15Amendment and Restatement Agreement, dated as of August 15, 2022, among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands BV, the other loan parties hereto, the lenders party thereto, the issuing banks thereto, the swingline lender and PNC Bank, National Association as administrative agent (including the Amended and Restated Credit Agreement, as Annex I thereto).28
10.16[Reserved]
10.17[Reserved]
10.18Form of Severance and Employment Continuation Agreement entered into by the Company with John Olin, David DeNinno, Pascal Schweitzer, and Eric Gebhardt*26
10.19Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated October 21, 202130
10.20Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies Corporation, dated as of February 13, 201924
10.21Transition Agreement between Raymond T. Betler and Westinghouse Air Brake Technologies Corporation, dated as of April 24, 201924
10.22Severance and Employment Continuation Agreement of Rafael Santana dated as of December 5, 2022*26
10.23Transition Agreement of Scott Wahlstrom dated as of November 25, 202032
10.24[Reserved]
10.25Transition Agreement of Patrick A. Dugan, dated as of September 9, 202131
21.0List of subsidiaries of the Company1
22.0List of Subsidiary Guarantors1
23.1Consent of Ernst & Young LLP1
31.1Rule 13a-14(a)/15d-14(a) Certifications1
31.2Rule 13a-14(a)/15d-14(a) Certifications1
32.1Section 1350 Certifications1
97.1The Clawback Policy1
101.INSXBRL Instance Document.1
101.SCHXBRL Taxonomy Extension Calculation Linkbase Document1
101.CALXBRL Taxonomy Extension Calculation Linkbase Document1
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.1
101.LABXBRL Taxonomy Extension Label Linkbase Document1
101.PREXBRL Taxonomy Extension Presentation Linkbase Document1
104XBRL Cover Page Interactive Data (embedded within the Inline XBRL document)1
1Filed herewith.
2Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 033-90866).
3Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended March 31, 2006.
4Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 033-90866) filed on March 31, 2017.
5Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) filed on April 6, 2022.
6Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended September 30, 2008.
7Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) dated July 2, 2009.
8Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 14, 2023.
9Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 25, 2011.
10Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 22, 2013.
11Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 9, 2019.
12Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated August 8, 2013.
13Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated October 6,2015.
14Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated October 26, 2016.
15Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated November 3, 2016.
16Filed as an exhibit to the Company's Current Report on Form 10-K (File No. 033-90866), dated February 28, 2017.
17Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended March 31, 2017.
18Filed as an exhibit to the Company's Registration Statement on Form S-4 (File No. 0333-219354).
19Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended June 30, 2018.
20Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 14, 2018.
21Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 25, 2019.
22Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 27, 2019.
23Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866), dated August 1, 2019.
24Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated May 9, 2019.
25Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated June 29, 2020.
26Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated December 7, 2022.
27Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated June 2, 2021
28Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated November 1, 2022.
29[Reserved]
30Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated October 21, 2021
31Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended September 30, 2021.
32Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 19, 2021.
33Filed as an exhibit to the Company's Registration Statement on Form S-8 (File No. 033-90866), dated March 2, 2012.
*Management contract or compensatory plan.
**Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Wabtec hereby undertakes to furnish supplementally, copies of any of the omitted schedules upon request by the SEC.
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