SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 20, 2003
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-13782 25-1615902
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
1001 AIR BRAKE AVENUE, WILMERDING, PENNSYLVANIA 15148
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (412)-825-1000
WESTINGHOUSE AIRBRAKE TECHNOLOGIES CORPORATION
FORM 8-K
FOR THE PERIOD ENDED DECEMBER 31, 2002
ITEM 5. OTHER EVENTS
In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13 and Technical Corrections," which, among other things,
eliminates the requirement to report certain extinguishments of debt as
extraordinary items. As a result, gains and losses from extinguishment of debt
should be classified as extraordinary items only if they meet the criteria of
Accounting Principles Board Opinion No. 30, "Reporting the Results of
Operations--Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions." The
provisions of this Statement were required to be adopted by the Company on
January 1, 2003. In connection with the Company's issuance of $150,000,000
senior notes in July 2003, the Company adopted SFAS No. 145 effective January 1,
2003. Accordingly, the loss on extinguishment of debt of approximately $5.3
million (net of tax provision of approximately $2.0 million) in 1998, $1.3
million (net of tax provision of approximately $800,000) in 1999 and $1.2
million (net of tax provision of approximately $648,000) in 2002 all previously
recorded as extraordinary items, have been reclassified as interest and income
tax expense in the accompanying consolidated statements of operations and in
other financial information.
Exhibits 99.1, 99.2, and 99.3 to this Current Report on Form 8-K, which are
incorporated by reference herein, represent revisions of Item 6 - Selected
Financial Data, Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations, and Item 8 - Financial Statements and
Supplementary Data, respectively, from the Company's Annual Report on Form 10-K
for the year ended December 31, 2002. The revisions relate to certain
reclassifications necessary, as described above, to present losses from early
extinguishment of debt recorded in 2002, 1999, and 1998 as part of income from
continuing operations in accordance with SFAS No. 145. The revisions of Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations also relate to the Company's adoption of a new definition of EBITDA
in fiscal year 2003. The items discussed above did not affect net income for any
of the five years in the period ended December 31, 2002.
Except as otherwise expressly noted, the financial statement disclosures,
management estimates and forward looking statements contained in this Current
Report on Form 8-K have not been updated to reflect any developments subsequent
to December 31, 2002.
ITEM 7. FINANCIAL STATEMENTS; PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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Exhibit 23.1 Consent of Ernst & Young LLP, filed herewith
Exhibit 31.1 Rule 13a-14(a) Certification of Chief Executive Officer, filed herewith
Exhibit 31.2 Rule 13a-14(a) Certification of Chief Financial Officer, filed herewith
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer, filed herewith
Exhibit 99.1 Selected Financial Data, filed herewith
Exhibit 99.2 Management's Discussion and Analysis of Financial Condition and Results of
Operations, filed herewith
Exhibit 99.3 Financial Statements and Supplementary Data, filed herewith
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.
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
(Registrant)
By: /s/ ALVARO GARCIA-TUNON
----------------------------------
Name: Alvaro Garcia-Tunon
Date: October 20, 2003 Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION AND METHOD OF FILING
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Exhibit 23.1 Consent of Ernst & Young LLP, filed herewith
Exhibit 31.1 Rule 13a - 14(a) Certification of Chief Executive Officer, filed herewith
Exhibit 31.2 Rule 13a - 14(a) Certification of Chief Financial Officer, filed herewith
Exhibit 32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer, filed herewith
Exhibit 99.1 Selected Financial Data, filed herewith
Exhibit 99.2 Management's Discussion and Analysis of Financial Condition and Results of
Operations
Exhibit 99.3 Financial Statements and Supplementary Data