WAB 10-K Annual Report Dec. 31, 2022 | Alphaminr
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

WAB 10-K Fiscal year ended Dec. 31, 2022

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015 13 2.2 Amendment No. 1 to Shareholder's Agreement among FinanciereFaiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016 14 2.3 Employee 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 3.1 Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, 2003 9 3.2 Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 2013 11 3.3 Amended and Restated By-Laws of the Company, effectiveFebruary 10, 2023 8 3.4 Certificate of Amendment to Restated Certificate of Incorporation dated November 19, 2018 22 3.5 Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of Westinghouse Air Brake Technologies Corporation, dated February 22, 2019 21 4.1 Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as Trustee 12 4.2 First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee 12 4.3 Form of 4.375% Senior Note due 2023 (included in Exhibit 4.2) 12 4.4 Second 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 Trustee 15 4.5 Third 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 Trustee 15 4.6 Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5) 15 4.7 Fourth 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 Trustee 16 4.8 Fifth 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 Trustee 17 4.9 Sixth 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 4.10 Seventh 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 Trustee 19 4.11 Eighth 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 Trustee 19 4.12 Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee. 20 4.13 Form of 1.150% Senior Note due 2024 (included in Exhibit 4.12) 1 4.14 Form of 4.700% Senior Note due 2028 (included in Exhibit 4.12) 1 4.15 Tenth Supplemental Indenture, dated June 6, 2019, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee 23 4.16 Eleventh Supplement Indenture, dated June 29, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee 25 4.17 Form of 3.200% Senior Note due 2025 (included in Exhibit 4.16) 1 4.19 Base 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 Trustee 27 4.20 First 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 Trustee 27 4.21 Form of 1.250% Notes due 2027 (included in Exhibit 4.20 hereof). 27 10.5 Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended ** 33 10.6 Employment Agreement with Albert J. Neupaver, dated February 1, 2006 * 3 10.7 Form of Restricted Stock Agreement * 10 10.8 Westinghouse Air Brake Technologies CorporationAmended andRestated2011 Stock Incentive Plan* 5 10.9 Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008 6 10.10 Form of Employment Continuation Agreement entered intoby the Company withNicole Theophilus, Michael E. Fetsko, and John A Mastalerz Jr.* 7 10.11 Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 * 10 10.12 Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors Fee and Stock Option Plan, as amended and restated* 10 10.13 Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended * 10 10.14 Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and restated* 10 10.15 Amendment 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 10.18 Formof Severance and Employment Continuation Agreement entered into by the Company with John Olin,David DeNinno, Pascal Schweitzer, and Eric Gebhardt* 26 10.19 Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated October 21, 2021 30 10.20 Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies Corporation, dated as of February 13, 2019 24 10.21 Transition Agreement between Raymond T. Betler and Westinghouse Air Brake Technologies Corporation, dated as of April 24, 2019 24 10.22 Severance and Employment Continuation Agreement of Rafael Santana dated as of December 5, 2022* 26 10.23 Transition Agreement of Scott Wahlstrom dated as of November 25, 2020 32 10.25 Transition Agreement of Patrick A. Dugan, dated as of September 9, 2021 31 21.0 List of subsidiaries of the Company 1 22.0 List of Subsidiary Guarantors 1 23.1 Consent of Ernst & Young LLP 1 31.1 Rule 13a-14(a)/15d-14(a) Certifications 1 31.2 Rule 13a-14(a)/15d-14(a) Certifications 1 32.1 Section 1350 Certifications 1