Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2023

OR

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 033-90866

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware25-1615902
(State or other jurisdiction of incorporation or organization)(IRS Employer Identification No.)
30 Isabella Street Pittsburgh, Pennsylvania 15212(412) 825-1000
(Address of principal executive offices, including zip code)(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

ClassTrading SymbolName of Exchange on which registered
Common Stock, par value $.01 per shareWABNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ☒ No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
Emerging growth company☐Smaller reporting 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

The registrant estimates that as of June 30, 2023, the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately $19.4 billion based on the closing price on the New York Stock Exchange for such stock.

As of February 9, 2024, 177,028,765 shares of Common Stock of the registrant were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May 16, 2024 are incorporated by reference into Part III of this Form 10-K.

TABLE OF CONTENTS

PART IPage
Item 1.Business3
Item 1A.Risk Factors15
Item 1B.Unresolved Staff Comments24
Item 1C.Cybersecurity24
Item 2.Properties25
Item 3.Legal Proceedings25
Item 4.Mine Safety Disclosures25
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
Item 6.[Reserved]27
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28
Item 7A.Quantitative and Qualitative Disclosures About Market Risk42
Item 8.Financial Statements and Supplementary Data44
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure83
Item 9A.Controls and Procedures83
Item 9B.Other Information83
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections83
PART III
Item 10.Directors, Executive Officers and Corporate Governance84
Item 11.Executive Compensation84
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters84
Item 13.Certain Relationships and Related Transactions, and Director Independence84
Item 14.Principal Accountant Fees and Services84
PART IV
Item 15.Exhibits and Financial Statement Schedules85
Item 16.Form 10-K Summary89

PART I

Next: Item 1. BUSINESS