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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 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)(I.R.S. Employer Identification No.)
30 Isabella Street Pittsburgh, Pennsylvania15212
(Address of principal executive offices)(Zip code)

412-825-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)


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

ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareWABNew York Stock Exchange

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 21, 2023, there were 179,869,569 shares of common stock, par value $.01 per share, of the registrant outstanding.

WESTINGHOUSE AIR BRAKE

TECHNOLOGIES CORPORATION

March 31, 2023

FORM 10-Q

TABLE OF CONTENTS

Page
PART I—FINANCIAL INFORMATION
Item 1.Financial Statements - (Unaudited)3
Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 20223
Condensed Consolidated Statements of Income for the three months ended March 31, 2023 and 20224
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 20225
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 20226
Condensed Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2023 and 20227
Notes to Condensed Consolidated Financial Statements8
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3.Quantitative and Qualitative Disclosures about Market Risk35
Item 4.Controls and Procedures35
PART II—OTHER INFORMATION
Item 1.Legal Proceedings36
Item 1A.Risk Factors36
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds36
Item 4.Mine Safety Disclosures36
Item 6.Exhibits37
Signatures38

PART I—FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS