Item 2.02 Results of Operations and Financial Condition.
On October 29, 2020, Westinghouse Air Brake Technologies Corporation (the
"Company") issued a press release reporting, among other things, the Company's
2020 third quarter results. A copy of this press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02
by reference. The Company is also furnishing an investor presentation relating
to its third quarter of 2020 (the "Presentation"), which will be used by the
management team for presentations to investors and others. A copy of the
Presentation is attached hereto as Exhibit 99.2 and incorporated into this Item
2.02 by reference. The Presentation is also available on the Company's web site
at www.wabteccorp.com.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to this Item 2.02 in this Current Report on Form 8-K,
including Exhibits 99.1 and 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.
Item 7.01. Regulation FD Disclosure.
On October 29, 2020, the Company issued a press release which, among other
things, updated previously provided adjusted earnings guidance for fiscal year
2020. A copy of the press release is attached to this report as Exhibit 99.1 and
the paragraph under the heading "2020 Financial Guidance" which discusses 2020
guidance is incorporated into this Item 7.01 by reference. The Company also
furnished a Presentation relating to its second quarter of 2020, which is
incorporated into this Item 7.01 by reference. A copy of the Presentation is
attached to this report as Exhibit 99.2.
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 Exhibits 99.1 and 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished with this report on Form 8-K:
Exhibit
No. Description
99.1 Press release dated October 29, 2020
99.2 Wabtec 3rd Quarter 2020, Financial Results & Company Highlights
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Caution Concerning Forward-Looking Statements
This communication contains "forward-looking" statements as that term is defined
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended by the Private Securities Litigation
Reform Act of 1995, including statements regarding the acquisition by Wabtec of
GE Transportation (the "GE Transportation merger"), statements regarding
Wabtec's expectations about future sales and earnings and statements about the
impact of evolving global conditions on Wabtec's business. All statements, other
than historical facts, including statements regarding synergies from the GE
Transportation merger; statements regarding Wabtec's plans, objectives,
expectations and intentions; and statements regarding macro-economic conditions
and evolving production and demand conditions; and any assumptions underlying
any of the foregoing, are forward-looking statements. Forward-looking statements
concern future circumstances and results and other statements that are not
historical facts and are sometimes identified by the words "may," "will,"
"should," "potential," "intend," "expect," "endeavor," "seek," "anticipate,"
"estimate," "overestimate," "underestimate," "believe," "could," "project,"
"predict," "continue," "target" or other similar words or expressions.
Forward-looking statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and assumptions. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated or anticipated by such forward-looking statements. The inclusion of
such statements should not be regarded as a representation that such plans,
estimates or expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or expectations
include, among others, (1) unexpected costs, charges or expenses resulting from
the GE Transportation merger; (2) uncertainty of Wabtec's expected financial
performance; (3) failure to realize the anticipated benefits of the GE
Transportation merger, including as a result of integrating GE Transportation
into Wabtec; (4) Wabtec's ability to implement its business strategy;
(5) difficulties and delays in achieving revenue and cost synergies;
(6) inability to retain and hire key personnel; (7) evolving legal, regulatory
and tax regimes; (8) changes in general economic and/or industry specific
conditions, including the impacts of tax and tariff programs, industry
consolidation and changes in the financial condition or operating strategies of
our customers; (9) changes in the expected timing of projects; (10) a decrease
in freight or passenger rail traffic; (11) an increase in manufacturing costs;
(12) actions by third parties, including government agencies; (13) the severity
and duration of the evolving COVID-19 pandemic and the resulting impact on the
global economy and, in particular, our customers, suppliers and end-markets; and
(14) other risk factors as detailed from time to time in Wabtec's reports filed
with the SEC, including Wabtec's annual report on Form 10-K, periodic quarterly
reports on Form 10-Q, periodic current reports on Form 8-K and other documents
filed with the SEC. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this communication.
Wabtec does not undertake any obligation to update any forward-looking
statements, whether as a result of new information or development, future events
or otherwise, except as required by law. Readers are cautioned not to place
undue reliance on any of these forward-looking statements.
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