Item 2. Unregistered Sales of Equity Securities
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes the Company's stock repurchase activity for the three months ended March 31, 2023:
Issuer Purchases of Common Stock
In millions, except shares and price per share Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
January 2023 545,838 $ 101.82 545,838 $ 267
February 2023 527,095 $ 104.13 527,095 $ 729
March 2023 656,689 $ 100.98 656,689 $ 663
Total quarter ended March 31, 2023 1,729,622 $ 102.20 1,729,622 $ 663
(1) On February 14, 2023, the Board of Directors reauthorized its stock repurchase program to refresh the amount available for stock repurchases to $750 million of the Company’s outstanding shares. This new stock repurchase authorization supersedes the previous authorization of $750 million, of which approximately $232 million remained at the reauthorization date. No time limit was set for the completion of the program which conforms to the requirements under the Restated Credit Agreement and the indentures for the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of March 31, 2023, approximately $663 million was remaining under the stock repurchase plan.
Item 4. MINE SAFETY DISCLOSURES
Not Applicable
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Item 6. EXHIBITS
The following exhibits are being filed with this report:
3.1 Amended and Restated Bylaws of Westinghouse Air Brake Technologies Corporation (as am ended on February 10, 2023) (incorporated by reference to the Current Report on Form 8-K filed February 14, 2023)
22.1 List of Subsidiary Guarantors
31.1 Rule 13a-14(a) Certification of Chief Executive Officer.
31.2 Rule 13a-14(a) Certification of Chief Financial Officer.
32.1 Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
101.INS XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
By: /s/ JOHN A. OLIN
John A. Olin
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
DATE: April 26, 2023
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.