Current Report Filing (8-k)
February 24 2020 - 3:39PM
Edgar (US Regulatory)
falseWESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP000094345200009434522020-02-242020-02-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 24, 2020 (February 24, 2020)
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
(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. below):
Securities registered pursuant to Section 12(b) of the Act:
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. ☐
On February 24, 2020, Westinghouse Air Brake Technologies Corporation (the “Company”) issued a company release which, among other things, announced the filing of a bridge
of 2019 Non-GAAP financial information to its updated pro forma results, as described below. A copy of the company release and the bridge are attached to this report as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated into this
Item 7.01 by reference.
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
and Exhibit 99.2, 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.
As previously disclosed, the Company announced on February 25, 2019 that it had consummated the combination of the Company with the transportation business of General
Electric Company.
The pro forma financial statements required by Items 2.01 and 9.01 of Form 8-K in connection with such combination were previously incorporated by reference in the
Current Report on Form 8-K of the Company filed on February 25, 2019. This report is being filed to provide the unaudited pro forma condensed combined statement of income for the year ended December 31, 2019, which is attached hereto as Exhibit
99.3 and is incorporated herein by reference.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: February 24, 2020
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