Westinghouse Air Brake Technologies (WAB) 10-K risk factor changes: FY2020 vs FY2019

[removed: If demand increases significantly from current] levels, both we and our suppliers may have difficulty meeting such demand, particularly if such demand increases occur rapidly.

[added: In economic downturns,] railroads have deferred, and may defer, certain expenditures in order to conserve cash in the short term.

For the fiscal year ended December 31, [removed: 2019,] [added: 2020,] approximately [removed: 60%] [added: 58%] of our consolidated net sales were to customers outside of the United States.

[removed: Our global headquarters for the Transit group is located in France, and we conduct other international operations] through a variety of wholly and majority-owned subsidiaries and joint ventures, including in Australia, Austria, Brazil, Canada, China, Czech Republic, France, Germany, India, Italy, Macedonia, Mexico, the Netherlands, Poland, Russia, Spain, South Africa, Turkey, and the United Kingdom.

We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Assets Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements, [added: currency exchange regulations, and transfer pricing regulations.]

[removed: Any such] [added: The potential] challenges [added: posed by evolving climate change policy and prospective legislation] are heavily dependent on the nature and degree of climate change legislation and the extent to which it applies to our industry.

[removed: At] [added: While we are carefully monitoring developments and reviewing the challenges associated with alternative proposals, at] this time, we cannot predict the ultimate impact of climate change and climate change legislation on our operations.

Further, when or if these impacts may occur cannot be assessed until [removed: scientific analysis and] legislative policy [removed: are] [added: is] more developed and specific legislative proposals begin to take shape.

In addition, although in some cases we may be indemnified by non-affiliated entities that retain liabilities in connection with specific [added: matters, there can be no assurance that these indemnitors will remain financially viable and capable of satisfying their obligations.]

At December 31, [removed: 2019,] [added: 2020,] we had total debt of [removed: $4.4] [added: $4.2] billion, including $3.5 billion related to senior notes and [removed: $0.9] [added: $0.7] billion related to term loans and amounts drawn under our revolving loan facility, in each case, under the Senior Credit Facility.

Although we believe that our recent acquisitions will improve our market position and realize positive operating results, including operating synergies, operating expense reductions and overhead cost savings, we cannot be assured that these [added: improvements will be obtained or the timing of such improvements.]

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

If demand increases significantly from current

Disruption of our supply chain could have an adverse impact on our business, financial condition, and results of operations.

Our ability to make, move, and sell our products is critical to our success.

Damage or disruption to our supply chain, including third-party manufacturing or transportation and distribution capabilities, could impair our ability to manufacture or sell our products.

Failure to take adequate steps to mitigate the likelihood or potential impact of disruptions, or to effectively manage such events if they occur, particularly when a product is sourced from a single supplier or location, could adversely affect our business or financial results.

Due to the on-going impacts and uncertainty of continued impacts of the COVID-19 pandemic and the global government actions to contain it, some of our supply chains, particularly in China, India and Europe, have been, and continue to be, impacted.

There can be no assurance that there will not be further, or deeper, supply chain disruptions, or that the steps we are taking to mitigate such disruptions will be effective or achieve their desired results in a timely fashion.

In addition, disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and results of operations.

The effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events on our business, operating results and cash flows are uncertain.

We face a wide variety of risks related to health epidemics, pandemics and similar outbreaks, including the global outbreak of coronavirus disease 2019 ("COVID-19").

Since first reported in late 2019, the COVID-19 pandemic has

dramatically impacted the global health and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, government challenges and market volatility of an unprecedented nature.

Although we have, to date, managed to continue most of our operations, we cannot predict the future course of events nor can we assure that this global pandemic, including its economic impact, will not have a material adverse impact on our business, financial position, results of operations and/or cash flows.

The extent of the impact of the COVID-19 pandemic on our operational and financial performance remains uncertain and will depend on future pandemic related developments, including the duration of the pandemic, any potential subsequent waves of COVID-19 and new strains of the virus, the effectiveness, distribution and acceptance of COVID-19 vaccines, and related government actions to prevent and manage disease spread, all of which are uncertain and cannot be predicted.

Our operations may be further impacted by the COVID-19 pandemic if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, travel restrictions or absenteeism; steps the company has taken to protect health and well-being; government actions; facility closures; work slowdowns or stoppages; inadequate supplies or resources (such as reliable personal protective equipment, testing and vaccines); or other circumstances related to COVID-19.

Governments around the world have taken steps to mitigate some of the more severe anticipated economic effects, but there can be no assurance that such steps will be effective or achieve their desired results in a timely fashion.

The COVID-19 pandemic has resulted in operational and supply chain disruptions for us and our customers and may further adversely affect operations and the operations of our customers and suppliers.

Accordingly, COVID-19 had a materially adverse impact on our operations and business results for the year ended December 31, 2020, and we expect COVID-19 to continue to have a materially adverse impact on our operations and business results into 2021.

The spread of COVID-19 has caused us to modify our business practices and to implement significant proactive measures to protect the health and safety of employees, and we may take further actions as may be required by government authorities or as we determine are appropriate under the circumstances.

There is no certainty that such measures will be sufficient to mitigate the continued risks posed by the pandemic.

The COVID-19 pandemic and related volatility in financial markets and deterioration of national and global economic conditions could affect our business and operations in a variety of ways.

For example, we have experienced and could experience further operational disruptions and financial losses as a result of the following:

- a decrease in demand for our products as a result of COVID-19 and cost control measures implemented by our customers;

- delays in orders or delivery of orders, the occurrence of which negatively impacts our cash conversion cycle and ability to convert our backlog into cash;

- inability to collect full or partial payments from customers due to deterioration in customer liquidity, including customer bankruptcies;

- a shutdown of one or multiple of our manufacturing facilities due to government restrictions or illness in connection with COVID-19.

The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets, which depending on future developments may make it more costly or difficult for us to obtain debt or equity financing, including to refinance our existing debt, or to identify or execute on investment opportunities, in each case on terms and within time periods acceptable to us.

We are also monitoring the impacts of COVID-19 on the fair value of our assets.

While we do not currently anticipate any material impairments on our assets as a result of COVID-19, future changes in expectations for sales, earnings and cash flows related to intangible assets and goodwill below our current projections could cause these assets to be impaired.

We continue to work with our stakeholders (including customers, employees, suppliers and local communities) in an effort to address responsibly this global pandemic.

We continue to monitor the situation, to assess further possible implications to our employees, business, supply chain and customers, and to take certain actions in an effort to mitigate various adverse consequences.

We expect that the longer the COVID-19 pandemic, including its economic disruption, continues, the greater the adverse impact on our business operations, financial performance and results of operations could be.

Given the tremendous uncertainties and variables, we cannot at this time predict the impact of the global COVID-19 pandemic, or any future pandemic, but any one could have a material adverse impact on our business, financial position, results of operations and/or cash flows.

RISKS RELATED TO INTERNATIONAL OPERATIONS

Our global headquarters for the Transit group is located in France, and we conduct other international operations

RISKS RELATED TO MACRO-ECONOMIC CONDITIONS AND POLICIES

LEGAL AND REGULATORY RISKS

RISKS RELATED TO DATA SECURITY AND INTELLECTUAL PROPERTY

RISKS RELATED TO HUMAN CAPITAL

A portion of our sales are related to delivering products and services to help our U.S. railroad and transit customers meet the Positive Train Control mandate from the U.S. federal government.

In 2015, the U.S. rail industry's PTC deadline was extended by Congress by three years through December 31, 2018, which also included the ability of railroads to request an additional two years for compliance with the approval of the Department of Transportation if certain parameters are met.

The Department of Transportation has largely granted the additional two years for compliance.

All freight railroads are required to have testing complete and Positive Train Control fully implemented across the required network by December 31, 2020.

These extensions could change the timing of our revenues and could cause us to reassess the staffing, resources and assets deployed in delivering PTC services to our customers.

In economic downturns,

currency exchange regulations, and transfer pricing regulations.

We have followed the current debate over climate change and the related policy discussion and prospective legislation.

We have reviewed the potential challenges for us that climate change policy and legislation may pose.

matters, there can be no assurance that these indemnitors will remain financially viable and capable of satisfying their obligations.

If we lose our senior management or key personnel, our business may be materially and adversely affected.

The success of our business is largely dependent on our senior management team, as well as on our ability to attract and retain other qualified key personnel.

It cannot be assured that we will be able to retain all of our current senior management personnel and attract and retain other key personnel necessary for the development of our business.

The loss of the services of

senior management and other key personnel or the failure to attract additional personnel as required could have a material adverse effect on our business, results of operations and financial condition.

improvements will be obtained or the timing of such improvements.

Wabtec is one of the world’s largest providers of locomotives, value-added, technology-based equipment, [removed: systems,] [added: systems] and services for the global freight rail and passenger transit industries.

Our products enhance safety, improve productivity and [removed: efficiency and] reduce maintenance costs for customers, and many of our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles.

Wabtec’s long-term financial goals are to [removed: generate] [added: drive strong] cash flow [removed: from operations in excess of net income,] [added: conversion,] maintain a strong credit profile while minimizing our overall cost of capital, increase margins through strict attention to cost [removed: controls and implementation of] [added: controls, drive improved efficiencies across] the [removed: Wabtec Excellence Program,] [added: business,] and increase revenues through a focused growth strategy, including product innovation and new technologies, global and market expansion, aftermarket products and services, and acquisitions.

Many factors influence these industries, including general economic conditions; traffic volumes, as measured by freight [removed: carloadings] [added: carloads] and passenger ridership; government spending on public transportation; and investment in new technologies.

In [removed: 2020] [added: 2021] and beyond, general global economic and market conditions will have an impact on our sales and operations.

In addition, we face risks associated with our [removed: four-point] growth strategy including the level of investment that customers are willing to make in new technologies developed by the industry and the Company, and risks inherent in global expansion.

When necessary, we will modify our financial and operating strategies to [removed: reflect] [added: address] changes in market conditions and risks.

[removed: 2019] [added: 2020] COMPARED TO [removed: 2018][added: 2019]

| | | | | | | For the year ended December 31, | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: *In millions* | | | | | | 2019 | | | | | | 2018] [added: In millions] | | | | | | [removed: Percent Change] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | |

| Net [removed: sales | | | | | | | | | | | | | | | | | |] [added: sales:] | | | | | | | | | | | | | | |

| Sales of goods | | | | | | $ | [removed: 6,907.9] [added: 6,233.3] | | | | | $ | [removed: 4,178.0 | | | | | 65.3 | | % | | | | | | | | | | |] [added: 6,907.9] | |

| Sales of services | | | | | | [removed: 1,292.1 | | | | | | 185.5 | | | | | | 596.5 | | % | | | |] [added: 1,322.8] | | | | | | [added: 1,292.1] | | |

| Total net sales | | | | | | [removed: 8,200.0 | | | | | | 4,363.5 | | | | | | 87.9 | | % | | | |] [added: 7,556.1] | | | | | | [added: 8,200.0] | | |

| Cost of [removed: sales | | | | | | | | | | | | | | | | | |] [added: sales:] | | | | | | | | | | | | | | |

| Cost of goods | | | | | | [removed: (5,128.4) | | | | | | (2,973.5) | | | | | | 72.5 | | % | | | |] [added: (4,629.4)] | | | | | | [added: (5,128.4)] | | |

| Cost of services | | | | | | [removed: (793.6) | | | | | | (156.1) | | | | | | 408.4 | | % | | | |] [added: (789.6)] | | | | | | [added: (793.6)] | | |

| Total cost of sales | | | | | | [removed: (5,922.0) | | | | | | (3,129.6) | | | | | | 89.2 | | % | | | |] [added: (5,419.0)] | | | | | | [added: (5,922.0)] | | |

| Gross profit | | | | | | [removed: 2,278.0 | | | | | | 1,233.9 | | | | | | 84.6 | | % | | | |] [added: 2,137.1] | | | | | | [added: 2,278.0] | | |

| Selling, general and administrative expenses | | | | | | [removed: (1,166.6) | | | | | | (633.2) | | | | | | 84.2 | | % | | | |] [added: (948.1)] | | | | | | [added: (1,166.6)] | | |

| Engineering expenses | | | | | | [removed: (209.9) | | | | | | (87.5) | | | | | | 139.9 | | % | | | |] [added: (162.1)] | | | | | | [added: (209.9)] | | |

| Amortization expense | | | | | | [removed: (238.4) | | | | | | (39.8) | | | | | | 499.0 | | % | | | |] [added: (282.4)] | | | | | | [added: (238.4)] | | |

| Total operating expenses | | | | | | [removed: (1,614.9) | | | | | | (760.5) | | | | | | 112.3 | | % | | | |] [added: (1,392.6)] | | | | | | [added: (1,614.9)] | | |

| Income from operations | | | | | | [removed: 663.1 | | | | | | 473.4 | | | | | | 40.1 | | % | | | |] [added: 744.5] | | | | | | [added: 663.1] | | |

| Other income and [removed: expenses | | | | | | | | | | | | | | | | | |] [added: expenses:] | | | | | | | | | | | | | | |

| Interest expense, net | | | | | | [removed: (219.1) | | | | | | (112.2) | | | | | | 95.3 | | % | | | |] [added: (198.9)] | | | | | | [added: (219.1)] | | |

| Other [removed: income,] [added: income (expense),] net | | | | | | [removed: 2.8 | | | | | | 6.4 | | | | | | (56.3) | | % | | | |] [added: 11.6] | | | | | | [added: 2.8] | | |

| Income [removed: from operations] before income taxes | | | | | | [removed: 446.8 | | | | | | 367.6 | | | | | | 21.5 | | % | | | |] [added: 557.2] | | | | | | [added: 446.8] | | |

| Income tax expense | | | | | | [removed: (120.3) | | | | | | (75.9) | | | | | | 58.5 | | % | | | |] [added: (144.9)] | | | | | | [added: (120.3)] | | |

| Net income | | | | | | [removed: 326.5 | | | | | | 291.7 | | | | | | 11.9 | | % | | | |] [added: 412.3] | | | | | | [added: 326.5] | | |

| Less: Net loss attributable to noncontrolling interest | | | | | | [removed: 0.2 | | | | | | 3.2 | | | | | | (93.8) | | % | | | |] [added: 2.1] | | | | | | [added: 0.2] | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | [removed: 326.7] [added: 414.4] | | | | | $ | [removed: 294.9 | | | | | 10.8 | | % | | | | | | | | | | |] [added: 326.7] | |

The following table shows the major components of the change in net sales in [removed: 2019] [added: 2020] from [removed: 2018:][added: 2019:]

| [added: In millions] | | | | | | [removed: Freight] [added: Freight Segment] | | | | | | [removed: Transit] [added: Transit Segment] | | | | | | [added: Total] | | |

[removed: Net sales][added: | Net sales: | | | | | | | | | | | | | | |]

Unfavorable changes in foreign currency exchange rates reduced net sales by [removed: $154] [added: $50] million.

[removed: Cost] [added: | Cost] of [removed: sales][added: sales: | | | | | | | | | | | | | | |]

Cost of sales in 2019 [removed: includes] [added: included a] $185 million [removed: of non-recurring costs] [added: charge] related to purchase price accounting for the step-up of [removed: inventory of] GE Transportation [removed: on the date of acquisition,] [added: inventory] and $38 million of restructuring [removed: charges] [added: costs, primarily for footprint rationalization and] related [removed: to certain plant consolidations.][added: headcount actions.]

Excluding these [removed: non-recurring costs,] [added: charges in both years,] cost of sales as a percentage of [removed: net] sales was [removed: 69.5%] [added: 71.1%] in [removed: 2019] [added: 2020] and [removed: 71.3%] [added: 69.5%] in [removed: 2018,] [added: 2019,] representing a [removed: 1.8% improvement.][added: 1.6% increase.]

[removed: Operating expenses][added: | Operating expenses: | | | | | | | | | | | | | | |]

Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world.

Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world.

In 2020, approximately 58% of the Company’s net sales came from customers outside the U.S.

*COVID-19 Update*

On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID-19, as a global pandemic.

Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work.

Our top concern is, and remains, the health and well-being of our employees around the world.

To date, COVID-19 has surfaced in nearly all regions around the world and has impacted our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations.

The outbreak and preventive measures taken to help curb the spread, including temporary plant closures in China, India, Italy and other countries where outbreaks and stay-at-home orders were most prevalent had an adverse impact on our operations and business results for the year ended December 31, 2020.

We continue to monitor the situation and guidance from international and domestic authorities, including federal, state, and local public health authorities and may take additional actions based on their recommendations; however, there are numerous uncertainties, including the duration and severity of the pandemic, availability and effectiveness of vaccines, actions that may be taken by governmental authorities and private industry, including preventing or curtailing the operations of our plants, the potential impact on global economic activity, global supply chain operations, our employees, our customers, supplier and end-markets, and other consequences that could negatively impact our business.

We also face the possibility that government policies may become more restrictive especially if COVID-19 transmission rates increase in certain areas.

As a result of these numerous uncertainties, we are unable to specifically predict the extent and length of time the COVID-19 pandemic will negatively impact our business.

COVID-19 had a materially adverse impact on our operations and business results for the year-ended December 31, 2020 which is discussed in the Results of Operations section below and we expect COVID-19 to continue to have a materially adverse impact on our operations and business results into 2021.

The future adverse impact may include reduced demand for our products, reduced cash from operations and a volatile effective tax rate driven by changes in earnings mix across the Company’s different jurisdictions.

We continue to work with our employees, customers, and suppliers to navigate the impacts of COVID-19.

We also continue to assess possible implications to our business, customers, supply chain and end-markets and to take actions in an effort to mitigate adverse consequences.

The COVID-19 pandemic has increased the uncertainty around global economic and market conditions.

ACQUISITION OF GE TRANSPORTATION

Wabtec acquired GE Transportation, a former business unit of GE, on February 25, 2019.

For additional information related to this acquisition refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part IV, Item 15 of this report.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Acquisitions | | | | | | 543.4 | | | | | | 3.0 | | | | | | 546.4 | | |

| Foreign Exchange | | | | | | (69.1) | | | | | | 19.1 | | | | | | (50.0) | | |

| Organic | | | | | | (833.4) | | | | | | (306.9) | | | | | | (1,140.3) | | |

| 2020 Net Sales | | | | | | $ | 5,082.3 | | | | | $ | 2,473.8 | | | | | $ | 7,556.1 | |

Results of operations were negatively impacted during the year ended December 31, 2020 as a result of the COVID-19 pandemic.

Management’s discussion below includes analysis as to the impact of the COVID-19 pandemic where it could be explicitly identified; however, in many instances it is difficult to quantify with a high level of certainty the negative impact the COVID-19 pandemic had on our results of operations.

The following discussion compares our results for the year ended December 31, 2020, to the year ended December 31, 2019.

The discussion comparing our results for the year ended December 31, 2019 to the year ended December 31, 2018 is included within Management's Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 24, 2020.

Net sales decreased by $644 million, or 7.9%, to $7,556 million.

The decrease is primarily attributable to an organic decrease of $833 million in the Freight Segment, due to lower locomotive Equipment sales, lower sales in Components from a

reduction of freight carbuilds in 2020 compared to 2019, a decrease in Services sales due to lower freight rail volumes and an increase in parking of locomotives, particularly in North America.

The lower freight rail volumes and increased parking of locomotives is partially due to the COVID-19 pandemic and its impact on the economy.

The Transit Segment experienced an organic decrease in sales of $307 million, primarily due to COVID-19 related production delays and reduced passenger traffic.

The decrease is partially offset by sales from acquisitions of $546 million, mainly, the acquisition of GE Transportation.

Cost of sales decreased by $503 million to $5,419 million in 2020 compared to $5,922 million in 2019.

The decrease is primarily due to the sales decreases discussed above.

Cost of sales in 2020 includes $44 million of restructuring costs, primarily for footprint rationalization and related headcount reductions as part of the ongoing integration actions related to the GE Transportation acquisition and in response to the COVID-19 pandemic.

The increase can be attributed to an unfavorable sales mix, lower absorption of overhead costs due to the decrease in sales volumes, increased parking of locomotives, and lower rail passenger traffic.

Our products are found on virtually all U.S. locomotives, freight cars and passenger transit vehicles, as well as in more than 100 countries throughout the world.

Wabtec is a global company with operations in over 50 countries.

In 2019, net sales of aftermarket parts and services represented about 55% of total net sales, while 60% of the Company’s net sales came from customers outside the U.S.

According to the 2018 bi-annual edition of a market study by UNIFE, the Association of the European Rail Industry, the accessible global market for railway products and services was more than $100 billion and was expected to grow at a compounded annual growth rate of 2.6% through 2023.

The three largest geographic markets, which represented about 80% of the total accessible market, were Europe, North America and Asia Pacific.

UNIFE projected above-average growth rates in North America, Latin America and Africa/Middle East, with Asia Pacific and Europe growing at about the industry average.

UNIFE said trends such as urbanization and increasing mobility, deregulation, investments in new technologies, energy and environmental issues, and increasing government support continue to drive investment.

The largest product segments of the market were rolling stock, services and infrastructure, which represent almost 90% of the accessible market.

UNIFE projected spending on turnkey management projects and infrastructure to grow at above-average rates.

UNIFE estimated that the global installed base of diesel and electric locomotives was about 114,800 units, with about 33% in Asia Pacific, about 26% in North America and about 18% in Russia-CIS (Commonwealth of Independent States).

Wabtec estimates that about 2,900 new locomotives were delivered worldwide in 2019.

UNIFE estimated the global installed base of freight cars was about 5.1 million, with about 33% in North America, about 26% in Asia Pacific and about 24% in Russia-CIS.

Wabtec estimates that about 174,000 new freight cars were delivered worldwide in 2019.

UNIFE estimated the global installed base of passenger transit vehicles to be about 600,000 units, with about 45% in Asia Pacific, about 33% in Europe and about 12% in Russia-CIS.

Wabtec estimates that about 35,000 new passenger transit vehicles were ordered worldwide in 2019.

In Europe, the majority of the rail system serves the passenger transit market, which is expected to continue growing as energy and environmental policies encourage continued investment in public mass transit and modal shift from car to rail.

According to UNIFE, France, Germany and the United Kingdom were the largest Western European transit markets, representing almost two-thirds of industry spending in the European Union.

UNIFE projected the accessible Western European rail market to grow at about 2.3% annually, led by investments in new rolling stock in France and Germany.

About 75% of freight traffic in Europe is hauled by truck, while rail accounts for about 20%.

The largest freight markets in Europe are Germany, Poland and the United Kingdom.

In recent years, the European Commission has adopted a series of measures designed to increase the efficiency of the European rail network by standardizing operating rules and certification requirements.

UNIFE believes that adoption of these measures should have a positive effect on ridership and investment in public transportation over time.

In North America, railroads carry about 40% of intercity freight, as measured by ton-miles, which is more than any other mode of transportation.

Through direct ownership and operating partnerships, U.S. railroads are part of an integrated network that includes railroads in Canada and Mexico, forming what is regarded as the world’s most-efficient and lowest-cost freight rail service.

There are more than 500 railroads operating in North America, with the largest railroads, referred to as “Class I,” accounting for more than 90% of the industry’s revenues.

The railroads carry a wide variety of commodities and goods, including coal, metals, minerals, chemicals, grain, and petroleum.

These commodities represent about 50% of total rail carloadings, with intermodal carloads accounting for the rest.

Railroads operate in a competitive environment, especially with the trucking industry, and are always seeking ways to improve safety, cost and reliability.

New technologies offered by Wabtec and others in the industry can provide some of these benefits.

Demand for our freight related products and services in North America is driven by a number of factors, including rail traffic, and production of new locomotives and new freight cars.

In the U.S., the passenger transit industry is dependent largely on funding from federal, state and local governments, and from fare box revenues.

Demand for North American passenger transit products is driven by a number of factors, including government funding, deliveries of new subway cars and buses, and ridership.

The U.S. federal government provides money to local transit authorities, primarily to fund the purchase of new equipment and infrastructure for their transit systems.

Growth in the Asia Pacific market has been driven mainly by the continued urbanization of China and India, and by investments in freight rail rolling stock and infrastructure in Australia to serve its mining and natural resources markets.

India is making significant investments in rolling stock and infrastructure to modernize its rail system; for example, the country has awarded a 1,000-unit locomotive order to GE Transportation.

Other key geographic markets include Russia-CIS and Africa-Middle East.

With about 1.2 million freight cars and about 20,000 locomotives, Russia-CIS is among the largest freight rail markets in the world, and it’s expected to invest in both freight and transit rolling stock.

PRASA, the Passenger Rail Agency of South Africa, is expected to continue to invest in new transit cars and new locomotives.

According to UNIFE, emerging markets were expected to grow at above-average rates as global trade led to increased freight volumes and urbanization led to increased demand for efficient mass-transportation systems.

As this growth occurs, Wabtec expects to have additional opportunities to provide products and services in these markets.

The Company’s variable rate debt represents [removed: 32%] [added: 15%] and [removed: 22%] [added: 32%] of total debt at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

On an annual basis, a 1% change in the interest rate for variable rate debt at December 31, [removed: 2019,] [added: 2020,] would increase or decrease interest expense by about [removed: $14] [added: $6.5] million.

Refer to “Financial Derivatives and Hedging Activities” in [removed: Note] [added: Notes] 2 [added: and 20] of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report for more information regarding foreign currency exchange [removed: risk.][added: risk and sales by geographic area.]

For the year ended December 31, 2019, approximately 41% of Wabtec’s net sales were in the United States, 9% in Canada, 6% in India, 5% in the United Kingdom, 4% in Mexico, 4% in Germany, 4% in Australia, 4% in France, 4% in China, and 19% in other international locations.

(See Note 21 of “Notes in Consolidated Financial Statements” included in Part IV, Item 15 of this report).

Our market risk exposure is not substantially different from our exposure at December 31, 2019.

- the 2019 [removed: merger with] [added: acquisition of] GE Transportation, a business unit of General Electric Company.

As a result of [removed: the aforementioned] [added: several strategic] acquisitions, as well as other smaller acquisitions, and organic growth, Wabtec is now one of the world’s largest providers of locomotives, value-added, technology-based equipment, systems and services for the global freight rail and passenger transit industries with [removed: over 27,500] [added: approximately 27,000] employees and operations in over 50 countries.

Our highly engineered products, which are intended to enhance safety, improve [removed: productivity and efficiency,] [added: productivity,] and reduce maintenance costs for customers, can be found on [removed: a large percentage of] [added: most] locomotives, freight cars, passenger transit cars and buses around the world.

In [removed: 2019,] [added: 2020,] net sales of aftermarket parts and services represented about [removed: 55% of total net sales, while net sales to customers outside of the U.S. accounted for about] 60% of total net sales.

The consummation of the GE Transportation [removed: transaction] [added: acquisition] is leading to operating synergies across all of Wabtec.

According to the [removed: 2018] [added: 2020] bi-annual edition of a market study by UNIFE, the Association of the European Rail Industry, the accessible global market for railway products and services [removed: was] [added: is] more than [removed: $100] [added: $120] billion and [removed: was] [added: is] expected to grow at a compounded annual growth rate of [removed: 2.6%] [added: 2.3%] through [removed: 2023.][added: 2025.]

The three largest geographic markets, which represented about [removed: 80%] [added: 85%] of the total accessible market, were Europe, North America and Asia Pacific.

UNIFE projected above-average growth rates in [added: Latin America, Eastern Europe,] North America, [removed: Latin America] and Africa/Middle East, with [added: the more mature markets of Western Europe, North America, and] Asia Pacific [removed: and Europe growing at about] [added: accounting for] the [removed: industry average.][added: largest share of absolute growth.]

UNIFE said trends such as [removed: urbanization] [added: urbanization, digitalization, legislative action] and [removed: increasing mobility, deregulation, investments in new technologies,] [added: government support, and an increased focus on] energy and environmental [removed: issues, and increasing government support] [added: issues] continue to drive investment.

UNIFE projected spending [removed: on] [added: growth in all product segments, with] turnkey management [removed: projects] [added: projects, rolling stock,] and infrastructure to grow [removed: at above-average rates.][added: fastest.]

UNIFE estimated that the global installed base of diesel and electric locomotives was about [removed: 114,800] [added: 118,200] units, with about [removed: 33%] [added: 32%] in Asia Pacific, about [removed: 26%] [added: 25%] in North America and about 18% in Russia-CIS (Commonwealth of Independent States).

Wabtec estimates that about [removed: 2,900] [added: 3,000] new locomotives were delivered worldwide in [removed: 2019.][added: 2020.]

UNIFE estimated the global installed base of freight cars was about [removed: 5.1] [added: 5.2] million, with about [removed: 33%] [added: 35%] in North America, about [removed: 26%] [added: 24%] in [removed: Asia Pacific] [added: Russia-CIS,] and about 24% in [removed: Russia-CIS.][added: Asia Pacific.]

Wabtec estimates that about [removed: 174,000] [added: 155,000] new freight cars were delivered worldwide in [removed: 2019.][added: 2020.]

UNIFE estimated the global installed base of passenger transit vehicles to be about [removed: 600,000] [added: 620,000] units, with about 45% in Asia Pacific, about [removed: 33%] [added: 31%] in Europe and about [removed: 12%] [added: 10%] in Russia-CIS.

Wabtec estimates that about [removed: 35,000] [added: 32,000] new passenger transit vehicles were ordered worldwide in [removed: 2019.][added: 2020.]

In Europe, the majority of the rail system serves the passenger transit market, which is expected to continue growing as energy and environmental policies encourage continued investment in public mass transit, and modal shift from car to [removed: rail.][added: rail, although this growth may be stunted in the near-term as a result of the COVID-19 pandemic.]

According to UNIFE, [added: Germany,] France, [removed: Germany] and the United Kingdom were the largest Western European transit markets, representing [removed: almost] [added: about] two-thirds of industry spending in the European Union.

UNIFE projected the accessible Western European rail market to grow at about [removed: 2.3%] [added: 2.0%] annually, led by investments in new rolling stock in France and Germany.

About 75% of freight traffic in Europe is hauled by truck, while rail accounts for about [removed: 20%.][added: 19%.]

There are more than [removed: 500] [added: 600] railroads operating in North America, with the largest railroads, referred to as “Class [removed: I,”] [added: I”,] accounting for more than 90% of the industry’s revenues.

These commodities represent about 50% of total rail [removed: carloadings,] [added: carloads,] with intermodal carloads accounting for the rest.

Growth in the Asia Pacific market has been driven mainly by the continued urbanization of China and India, and by [added: continued] investments in freight rail rolling stock and infrastructure in Australia to serve its mining and natural resources markets.

[added: India is] making significant investments in rolling stock and infrastructure to modernize its rail system; for example, [removed: the country has awarded] [added: Wabtec is delivering on] a 1,000-unit locomotive [removed: order to GE Transportation.][added: contract with Indian Railways.]

With about [removed: 1.2] [added: 1.3] million freight cars and about [removed: 20,000] [added: 21,000] locomotives, Russia-CIS is among the largest freight rail markets in the world, and it’s expected to invest in both freight and transit rolling stock.

According to UNIFE, [added: most] emerging markets were expected to grow at above-average rates as global trade led to increased freight volumes and urbanization led to increased demand for efficient mass-transportation systems.

In its study, UNIFE also said it expected increased investment in [removed: digital tools for data and asset management,] [added: digitalization, automation,] and [removed: in rail control technologies, both] [added: predictive maintenance through artificial intelligence, all] of which would improve efficiency in the global rail industry.

[removed: Upon our acquisition of GE Transportation, we] [added: We] are the largest global manufacturer of diesel-electric locomotives for freight railroads producing mission-critical products and solutions that help railroads reduce operating costs, decrease fuel use, minimize downtime and comply with emissions standards.

In [removed: 2019,] [added: 2020,] the Freight Segment accounted for approximately [removed: 65%] [added: 67%] of Wabtec’s total net sales, with about 55% of its net sales in the U.S. In [removed: 2019,] [added: 2020,] about [removed: 60%] [added: 63%] of the Freight Segment’s net sales were in the aftermarket.

In [removed: 2019,] [added: 2020,] the Transit Segment accounted for approximately [removed: 35%] [added: 33%] of our total net sales, with about 15% of its net sales in the U.S. Approximately half of the Transit Segment’s net sales are in the aftermarket with the remainder in the original equipment market.

Following is a summary of our leading products in both aftermarket and original equipment across both of our business segments in [removed: 2019:][added: 2020:]

We [removed: believe we] have become a leader in the freight rail and passenger transit industries by capitalizing on the strength of our existing products, technological capabilities and new product innovations, and by our ability to harden products to protect them from severe conditions, including extreme temperatures and high-vibration environments.

Supported by our technical staff of more than [removed: 4,500] [added: 5,000] engineers and specialists, we have extensive experience in a broad range of product lines, which enables us to provide comprehensive, systems-based solutions for our customers.

We are making additional investments in this technology which we believe will provide customers with opportunities to improve safety and efficiency, in [added: part through data analytics solutions.]

This hybrid [removed: train] consist, under the control of our Trip Optimizer software, will significantly reduce fuel consumption as well as having the ability to operate in a low emission state while in populated areas.

For additional information on our business segments, see Note [removed: 21] [added: 20] of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.

In [removed: 2019,] [added: 2020,] net sales of aftermarket parts and services represented about [removed: 55%] [added: 60%] of total net sales.

Through these initiatives, the transportation industry, from mine to port, from shipper to receiver, from port to intermodal terminals to main line locomotives and railcars and across train yards and operation centers, has [added: evolved to include digital solutions.]

- Streamlined Cost Structure and Operational Excellence Provide Operating Leverage and Support Wabtec’s Growth*.* Wabtec’s lean manufacturing and continuous improvement [removed: initiatives, known as the Wabtec Excellence Program ("WEP"),] [added: initiatives] have been a part of the Company’s culture for [removed: more than 25 years and have enabled Wabtec to manage successfully through cycles in the rail supply market.]

[removed: Building on our legacy WEP program, we] [added: We] are continuing to expand our Operating Excellence focus [removed: to also include Industry 4.0 as an additional lever] in driving productivity and delighting customers.

As the long-term effects of COVID-19 are still uncertain, UNIFE included a second, less likely scenario in which the recovery is more moderate.

This alternative scenario shows a compounded annual growth rate of 0.9% through 2025 for the total accessible market.

It is still uncertain as to how the COVID-19 pandemic will impact the expected growth in these emerging markets, especially in the near-term.

UNIFE expects these trends to increase the overall attractiveness of the rail sector as these trends are expected to lead to significant cost savings, allowing rail to be more competitive in comparison to other modes of transportation.

more than 25 years and have enabled Wabtec to manage successfully through cycles in the rail supply market.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| in millions | | | | | | Freight Segment | | | | | | Transit Segment | | | | | | Consolidated | | |

| Balance at December 31, 2019 | | | | | | $ | 18,945.3 | | | | | $ | 3,486.4 | | | | | $ | 22,431.7 | |

| New orders | | | | | | $ | 4,255.2 | | | | | $ | 2,522.5 | | | | | $ | 6,777.7 | |

| Less: net sales | | | | | | $ | (5,082.3) | | | | | $ | (2,473.8) | | | | | $ | (7,556.1) | |

| Adjustments / foreign exchange | | | | | | $ | (231.1) | | | | | $ | 169.0 | | | | | $ | (62.1) | |

| Balance at December 31, 2020 | | | | | | $ | 17,887.1 | | | | | $ | 3,704.2 | | | | | $ | 21,591.3 | |

| | | | | | | | | | | | | | | | | | | | | |

| 2021 | | | | | | $ | 3,586.3 | | | | | $ | 1,934.4 | | | | | $ | 5,520.7 | |

| Other years | | | | | | $ | 14,300.8 | | | | | $ | 1,769.8 | | | | | $ | 16,070.6 | |

The Company saw no significant cancellations of backlog during the year ended December 31, 2020 despite the unprecedented pandemic caused by COVID-19 and its effects on locomotive parkings, carbuilds, and transit ridership levels.

However, the economic slowdown that was caused by COVID-19 did have some impact on the timing of orders in backlog as the delivery of goods and services previously expected to be completed in the current year has been pushed out to future years.

Japanese passenger transit vehicle builders for projects in North America.

*Human Capital*

At Wabtec, we believe performance drives progress, and are committed to developing sustainable transportation solutions that move and improve the world.

We are committed to driving an inclusive culture and integrating our talent and capabilities across the enterprise.

As a company, we believe that protecting the health and safety of our people and the environment is the responsibility of everyone at Wabtec, especially during a global pandemic.

Our headquarters are in Pittsburgh, Pennsylvania and we have offices and facilities in over 50 countries around the globe.

As of December 31, 2020, we have a global workforce of approximately 27,000.

*Diversity and Inclusion*

Wabtec is committed to ensuring a diverse and inclusive workplace that respects and seeks the unique talents, experiences and viewpoints of all our employees.

We strive to create an inclusive workplace where employees can be themselves.

In 2019, women constituted approximately 16% of our global workforce and approximately 18% of our salaried employees.

Our U.S. employee base was comprised of approximately 19% of people of color in 2019.

We also announced our goals of 20% female representation globally, 25% female representation among salaried employees, 30% representation among people of color across the total U.S. workforce and 25% representation among people of color across U.S. salaried employees by 2030.

*Training and Development*

We continually invest in our employees’ career growth and provide employees with a wide range of development opportunities, including face-to-face, virtual, social and self-directed learning, mentoring and coaching programs.

We have invested in training courses through Wabtec’s Learning Management System (LMS).

Our two-year Leadership, Expertise, Advancement and Development (LEAD) program is the primary path for university graduates into Wabtec.

LEAD is a two-year program that offers an immersive learning experience in the fields of engineering, operations, finance and IT along with extensive leadership training designed to build the next generation of leaders.

On average, there are 100 participants in the LEAD program that rotate between business units every six months to work on strategic projects and assignments, gain exposure to senior leadership and build their global professional network.

Approximately 20

percent of Wabtec’s Equipment and Services engineering and operations leaders are graduates of LEAD.

We are focused on growing this program to support our global talent pipeline.

In 2019, the Company had net sales of approximately $8.2 billion and net income attributable to our shareholders of about $327 million.

India is

UNIFE said data-driven asset management tools have the potential to reduce equipment maintenance costs and improve asset utilization, while rail control technologies have been focused on increasing track capacity, improving operational efficiency and ensuring safer railway traffic.

The acquisitions of GE Transportation and Faiveley Transport significantly strengthened our capabilities and presence in the worldwide freight and transit markets, respectively, for all of our products and services, including electronic and digital products.

Demand is primarily driven by general economic conditions and industrial activity; traffic volumes, as measured by freight carloadings; investment in new technologies; and deliveries of new locomotives and freight cars.

Demand in the transit market is primarily driven by general economic conditions, passenger ridership levels, government spending on public transportation, and investment in new rolling stock.

The addition of Faiveley Transport’s key products strengthened Wabtec's presence in the following Transit product areas: high-speed braking and door systems; heating, ventilation and air conditioning systems; pantographs and power collection; information systems; platform screen doors and gates; couplers; and aftermarket services, maintenance and spare parts.

part through data analytics solutions.

evolved to include digital solutions.

aftermarket products and services.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Backlog | | | | | | | | | | | | Other | | | | | | Backlog | | | | | | | | | | | | Other | | | | | | | | | | | | | | |

| In millions | | | | | | 12/31/2019 | | | | | | 2020 | | | | | | Years | | | | | | 12/31/2018 | | | | | | 2019 | | | | | | Years | | | | | | | | | | | | | | |

| Freight Segment | | | | | | $ | 18,945.3 | | | | | $ | 3,911.0 | | | | | $ | 15,034.3 | | | | | $ | 897.2 | | | | | $ | 693.1 | | | | | $ | 204.1 | | | | | | | | | | | | | |

| Transit Segment | | | | | | 3,486.4 | | | | | | 1,692.8 | | | | | | 1,793.6 | | | | | | 3,584.4 | | | | | | 1,767.1 | | | | | | 1,817.3 | | | | | | | | | | | | | | |

| Total | | | | | | $ | 22,431.7 | | | | | $ | 5,603.8 | | | | | $ | 16,827.9 | | | | | $ | 4,481.6 | | | | | $ | 2,460.2 | | | | | $ | 2,021.4 | | | | | | | | | | | | | |

Positive Train Control ("PTC")

PTC is a collision-avoidance system that uses GPS to monitor and control the movement of passenger and freight trains.

In 2008, the U.S. mandated the use of PTC on a majority of the locomotives and track in the U.S. The Federal Railroad Administration (the "FRA") eventually approved the use of Wabtec’s Electronic Train Management System® as the on-board locomotive standard for the deployment of this technology.

Our system includes an on-board locomotive computer and related software.

The deadline to implement this technology was December 31, 2018, and we worked with the U.S. Class I railroads, commuter rail authorities and other industry suppliers to meet this deadline.

The railroads have until December 31, 2020 to complete testing of the systems.

At December 31, 2019, we employed approximately 27,500 full-time employees around the world.

This figure includes employees subject to collective bargaining agreements, most of which are outside of North America.

We consider our relations with employees and union representatives to be good but cannot assure that future contract negotiations and labor relations will be so.

Additional information with respect to legal proceedings is included in Note [removed: 20] [added: 19] of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report and [removed: incorporate] [added: incorporated] by reference herein.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: 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 [removed: Act.][added: Act.:]

| Large accelerated filer | | | x | | | Accelerated filer | | | ¨ | | | Non-accelerated filer | | | ¨ | | | | | | | | | [removed: | | |]

| Emerging growth company | | | ☐ | | | Smaller reporting company | | | ☐ | | | | | | | | | | | | | | | [removed: | | |]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange [removed: Act.][added: Act).]

The registrant estimates that as of June 30, [removed: 2019,] [added: 2020,] the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately [removed: $12.7] [added: $10.5] billion based on the closing price on the New York Stock Exchange for such stock.

As of February [removed: 14, 2020, 191,711,224] [added: 12, 2021, 188,896,023] shares of Common Stock of the registrant were issued and outstanding.

Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May [removed: 15, 2020] [added: 19, 2021] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i_0_13)] [added: [Business](#ib9ea99051ec74174bf62ca07242da492_13)] | | | [removed: [3](#i_0_13)] [added: [3](#ib9ea99051ec74174bf62ca07242da492_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i_0_16)] [added: Factors](#ib9ea99051ec74174bf62ca07242da492_16)] | | | [removed: [11](#i_0_16)] [added: [14](#ib9ea99051ec74174bf62ca07242da492_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i_0_19)] [added: Comments](#ib9ea99051ec74174bf62ca07242da492_19)] | | | [removed: [18](#i_0_19)] [added: [22](#ib9ea99051ec74174bf62ca07242da492_19)] | | |

| Item 2. | | | [removed: [Properties](#i_0_22)] [added: [Properties](#ib9ea99051ec74174bf62ca07242da492_22)] | | | [removed: [19](#i_0_22)] [added: [23](#ib9ea99051ec74174bf62ca07242da492_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i_0_25)] [added: Proceedings](#ib9ea99051ec74174bf62ca07242da492_25)] | | | [removed: [19](#i_0_25)] [added: [23](#ib9ea99051ec74174bf62ca07242da492_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i_0_28)] [added: Disclosures](#ib9ea99051ec74174bf62ca07242da492_28)] | | | [removed: [19](#i_0_28)] [added: [23](#ib9ea99051ec74174bf62ca07242da492_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_37)] [added: Securities](#ib9ea99051ec74174bf62ca07242da492_37)] | | | [removed: [22](#i_0_37)] [added: [24](#ib9ea99051ec74174bf62ca07242da492_37)] | | |

| Item 6. | | | [Selected Financial [removed: Data](#i_0_40)] [added: Data](#ib9ea99051ec74174bf62ca07242da492_40)] | | | [removed: [24](#i_0_40)] [added: [25](#ib9ea99051ec74174bf62ca07242da492_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_43)] [added: Operations](#ib9ea99051ec74174bf62ca07242da492_43)] | | | [removed: [25](#i_0_43)] [added: [26](#ib9ea99051ec74174bf62ca07242da492_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i_0_61)] [added: Risk](#ib9ea99051ec74174bf62ca07242da492_58)] | | | [removed: [45](#i_0_61)] [added: [40](#ib9ea99051ec74174bf62ca07242da492_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i_0_64)] [added: Data](#ib9ea99051ec74174bf62ca07242da492_61)] | | | [removed: [45](#i_0_64)] [added: [40](#ib9ea99051ec74174bf62ca07242da492_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i_0_67)] [added: Disclosure](#ib9ea99051ec74174bf62ca07242da492_64)] | | | [removed: [45](#i_0_67)] [added: [40](#ib9ea99051ec74174bf62ca07242da492_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i_0_70)] [added: Procedures](#ib9ea99051ec74174bf62ca07242da492_67)] | | | [removed: [45](#i_0_70)] [added: [40](#ib9ea99051ec74174bf62ca07242da492_67)] | | |

| Item 9B. | | | [Other [removed: Information](#i_0_73)] [added: Information](#ib9ea99051ec74174bf62ca07242da492_70)] | | | [removed: [46](#i_0_73)] [added: [41](#ib9ea99051ec74174bf62ca07242da492_70)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i_0_79)] [added: Governance](#ib9ea99051ec74174bf62ca07242da492_76)] | | | [removed: [46](#i_0_79)] [added: [41](#ib9ea99051ec74174bf62ca07242da492_76)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i_0_79)] [added: Compensation](#ib9ea99051ec74174bf62ca07242da492_76)] | | | [removed: [46](#i_0_79)] [added: [41](#ib9ea99051ec74174bf62ca07242da492_76)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_79)] [added: Matters](#ib9ea99051ec74174bf62ca07242da492_76)] | | | [removed: [46](#i_0_79)] [added: [41](#ib9ea99051ec74174bf62ca07242da492_76)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i_0_79)] [added: Independence](#ib9ea99051ec74174bf62ca07242da492_76)] | | | [removed: [46](#i_0_79)] [added: [41](#ib9ea99051ec74174bf62ca07242da492_76)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i_0_79)] [added: Services](#ib9ea99051ec74174bf62ca07242da492_76)] | | | [removed: [46](#i_0_79)] [added: [41](#ib9ea99051ec74174bf62ca07242da492_76)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i_0_85)] [added: Schedules](#ib9ea99051ec74174bf62ca07242da492_82)] | | | [removed: [47](#i_0_85)] [added: [42](#ib9ea99051ec74174bf62ca07242da492_82)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i_0_235)] [added: Summary](#ib9ea99051ec74174bf62ca07242da492_211)] | | | [removed: [99](#i_0_235)] [added: [86](#ib9ea99051ec74174bf62ca07242da492_211)] | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| | | | | | |

(Check one):

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [I](#i_0_31)[n](#i_0_31)[fo](#i_0_31)[r](#i_0_31)[m](#i_0_31)[atio](#i_0_31)[n](#i_0_31) [About Our](#i_0_31) [Executive Officers](#i_0_31) | | | [20](#i_0_31) | | |

The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, [removed: 2019.][added: 2020.]

| Location | | | | | | Primary Use | | | | | | Segment | | | | | | Own/Lease | | | | | | Approximate Square Feet | | | | | | | | | [removed: | | | | | |]

| Domestic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Erie, PA | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Own | | | | | | 3,800,000 | | | | | | | | | [removed: | | | | | |]

| [removed: Rothbury, MI] [added: Grove City, PA] | | | | | | [removed: Manufacturing/Warehouse/Office] [added: Manufacturing/Warehouse] | | | | | | Freight | | | | | | Own | | | | | | [removed: 500,000 | | | | | |] [added: 486,000] | | | | | | | | |

| [removed: Grove City, PA] [added: Justin, Texas] | | | | | | Manufacturing/Warehouse | | | | | | Freight | | | | | | Own | | | | | | [removed: 486,000 | | | | | |] [added: 305,000] | | | | | | | | |

| Wilmerding, PA | | | | | | Manufacturing/Service | | | | | | Freight | | | | | | Own | | | | | | 365,000 | | | | | | (1) | | | [removed: | | | | | |]

| [removed: Boise, ID] [added: Salem, VA] | | | | | | Manufacturing | | | | | | Freight | | | | | | Own | | | | | | [removed: 326,000 | | | | | |] [added: 320,000] | | | | | | | | |

| [removed: Salem, VA] [added: Houston, Texas] | | | | | | [removed: Manufacturing] [added: Manufacturing/Service] | | | | | | Freight | | | | | | Own | | | | | | [removed: 320,000 | | | | | |] [added: 280,000] | | | | | | | | |

| [removed: Justin,] [added: Fort Worth,] Texas | | | | | | Manufacturing/Warehouse | | | | | | Freight | | | | | | Own | | | | | | [removed: 305,000 | | | | | |] [added: 304,000] | | | | | | | | |

| Hanover Park, Illinois | | | | | | Manufacturing | | | | | | Freight | | | | | | Lease | | | | | | 250,000 | | | | | | | | | [removed: | | | | | |]

| Pittsburgh, PA | | | | | | Office | | | | | | Global HQ | | | | | | Lease | | | | | | 84,000 | | | | | | | | | [removed: | | | | | |]

| International | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | |]

| Shenyang, China | | | | | | Manufacturing/Warehouse/Office | | | | | | Transit | | | | | | Own | | | | | | 336,000 | | | | | | | | | [removed: | | | | | |]

| Doncaster, UK | | | | | | Manufacturing | | | | | | Transit | | | | | | Own | | | | | | 330,000 | | | | | | | | | [removed: | | | | | |]

| Changzhou, China | | | | | | Manufacturing | | | | | | Transit | | | | | | Own | | | | | | 316,000 | | | | | | | | | [removed: | | | | | |]

| Northampton, UK | | | | | | Manufacturing | | | | | | Freight | | | | | | Lease | | | | | | 300,000 | | | | | | | | | [removed: | | | | | |]

| Shenyang City, China | | | | | | Manufacturing | | | | | | Transit | | | | | | Lease | | | | | | 291,000 | | | | | | | | | [removed: | | | | | |]

| Piossasco, Italy | | | | | | Manufacturing | | | | | | Transit | | | | | | Own | | | | | | 301,000 | | | | | | | | | [removed: | | | | | |]

| Burton on Trent, UK | | | | | | Manufacturing/Office | | | | | | Transit | | | | | | Lease | | | | | | 260,000 | | | | | | | | | [removed: | | | | | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Bangalore, India | | | | | | Manufacturing | | | | | | Freight/Transit | | | | | | Lease | | | | | | 168,000 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fort Worth, Texas | | | | | | Manufacturing/Warehouse | | | | | | Freight | | | | | | Own | | | | | | 304,000 | | | | | | | | | | | | | | |

| Houston, Texas | | | | | | Manufacturing/Service | | | | | | Freight | | | | | | Own | | | | | | 280,000 | | | | | | | | | | | | | | |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table provides information on our executive officers as of February 25, 2020.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Officers | | | | | | Age | | | | | | Position | | |

| Albert J. Neupaver | | | | | | 69 | | | | | | Executive Chairman of the Board | | |

| Rafael Santana | | | | | | 48 | | | | | | President and Chief Executive Officer | | |

| David L. DeNinno | | | | | | 64 | | | | | | Executive Vice President, General Counsel and Secretary | | |

| Patrick D. Dugan | | | | | | 53 | | | | | | Executive Vice President Finance, and Chief Financial Officer | | |

| Scott E. Wahlstrom | | | | | | 56 | | | | | | Executive Vice President and Chief Human Resources Officer | | |

| Michael E. Fetsko | | | | | | 55 | | | | | | President, Freight and Industrial Components | | |

| Pascal Schweitzer | | | | | | 43 | | | | | | President, Global Freight Services | | |

| Nalin Jain | | | | | | 50 | | | | | | President, Equipment | | |

| Lillian Leroux | | | | | | 48 | | | | | | President, Transit | | |

| Dominique Malenfant | | | | | | 58 | | | | | | Senior Vice President and Global Technology Officer | | |

| John A. Mastalerz | | | | | | 53 | | | | | | Senior Vice President of Finance and Chief Accounting Officer | | |

| Greg Sbrocco | | | | | | 51 | | | | | | Senior Vice President, Global Operations | | |

*Albert J.

Neupaver* was re-named Executive Chairman of the Board of Directors in May 2018, having previously served as Executive Chairman from May 2014 to May 2017.

Prior to that, Mr. Neupaver served as Executive Chairman of the Company since May 2014.

Previously, he served as Chairman from May 2017 to May 2018, and Chairman and CEO from May 2013 to May 2014 and as the Company’s President and CEO from February 2006 to May 2013.

Prior to joining Wabtec, Mr. Neupaver served in various positions at AMETEK, Inc., a leading global manufacturer of electronic instruments and electric motors.

Most recently he served as President of its Electromechanical Group for nine years.

*Rafael Santana* was named President and Chief Executive Officer of the Company effective July 1, 2019.

Previously, he served as Executive Vice President from February 2019 to July 2019.

Mr. Santana was President and Chief Executive Officer of GE Transportation since November 2017.

Mr. Santana has held several global leadership positions since joining GE in 2000, including roles in the Transportation, Power and Oil and Gas businesses.

Prior to being named President and Chief Executive Officer of GE Transportation, Mr. Santana was President and Chief Executive Officer of GE in Latin America.

He also served as President and Chief Executive Officer of GE Oil and Gas Turbomachinery Solutions and had roles as Chief Executive Officer for GE Gas Engines and Chief Executive Officer for GE Energy in Latin America.

*David L.

DeNinno* was named Executive Vice President, General Counsel and Secretary of the Company effective December 2016.

Previously, Mr. DeNinno served as Senior Vice President, General Counsel and Secretary since February 2012.

Previously, Mr. DeNinno served as a partner at K&L Gates LLP since May 2011 and prior to that with Reed Smith LLP.

*Patrick D.

Dugan* was named Executive Vice President and Chief Financial Officer effective December 2016.

Previously Mr. Dugan served as Senior Vice President and Chief Financial Officer since January 2014.

Previously, Mr. Dugan was Senior Vice President, Finance and Corporate Controller from January 2012 until November 2013.

He originally joined Wabtec in 2003 as Vice President, Corporate Controller.

Prior to joining Wabtec, Mr. Dugan served as Vice President and Chief Financial Officer of CWI International, Inc. from December 1996 to November 2003.

Prior to 1996, Mr. Dugan was a Manager with PricewaterhouseCoopers.

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February [removed: 14, 2020,] [added: 12, 2021,] there were [removed: 191,711,224] [added: 188,896,023] shares of Common Stock outstanding held by [removed: 126,748] [added: 119,046] holders of record.

The graph below compares the total stockholder return through December 31, [removed: 2019,] [added: 2020,] of Wabtec’s common stock to (i) the S&P 500, (ii) our [removed: new] peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, American Axle & Manufacturing Holdings, AMETEK, Arconic, CSX, Dana, Dover, Flowserve, Fortive, Illinois Tool Works, Navistar International, Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, Tenneco, Terex, Textron, WABCO, and [removed: Xylem, and (iii) our old peer group of manufacturing companies which consist of the following publicly traded companies: AGCO, AMETEK, Colfax, Dana, Dover, Flowserve, The Greenbrier Companies, Navistar, Oshkosh, Regal Beloit, Rockwell Automation, Rockwell Collins, Terex, Trinity Industries, Snap-On, WABCO and] Xylem.

[removed: ][added: ]

| Issuer Purchases of Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Month | | | | | | 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) [removed: | | | | | | | | | | | | | | | | | | | | | | | |] [added: In millions] | | |

(1) On February [removed: 7, 2020,] [added: 11, 2021,] the Board of Directors [removed: amended] [added: increased] its stock repurchase authorization to [added: increase the amount available for stock repurchases to] $500 million of the Company’s outstanding shares.

This new stock repurchase authorization supersedes the previous authorization of [removed: $350] [added: $500] million, of which [removed: $137.8] [added: $292.5] million remained.

No time limit was set for the completion of the [removed: programs] [added: program] which conforms to the requirements under the Senior Credit Facility, [removed: as well as] the [added: 364 Day Facility and the] Senior Notes currently outstanding.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 394.7 | |

| November 2020 | | | | | | 1,096,678 | | | | | | $ | 65.61 | | | | | 1,096,678 | | | | | | $ | 322.8 | |

| December 2020 | | | | | | 407,493 | | | | | | $ | 73.62 | | | | | 407,493 | | | | | | $ | 292.8 | |

| Total quarter ended December 31, 2020 | | | | | | 1,504,171 | | | | | | $ | 67.78 | | | | | 1,504,171 | | | | | | $ | 292.8 | |

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.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 2019 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 137.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 2019 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 137.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 2019 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 137.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total quarter ended December 31, 2019 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 137.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

During 2019, the Company did not repurchase any shares.

The Company intends to purchase shares on the open market or in negotiated block trades from time to time depending on market conditions.

Not applicable.

The following table shows selected consolidated financial information of the Company and has been derived from audited financial statements.

This financial information should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements of the Company and the Notes thereto included elsewhere in this Form 10-K.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| In millions, except per share amounts | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income Statement Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | | | | $ | 8,200.0 | | | | | $ | 4,363.5 | | | | | $ | 3,881.7 | | | | | $ | 2,931.2 | | | | | $ | 3,308.0 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | | | | 2,278.0 | | | | | | 1,233.9 | | | | | | 1,065.3 | | | | | | 924.2 | | | | | | 1,047.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | | | | (1,614.9) | | | | | | (760.5) | | | | | | (644.2) | | | | | | (467.6) | | | | | | (439.0) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income from operations | | | | | | $ | 663.1 | | | | | $ | 473.4 | | | | | $ | 421.1 | | | | | $ | 456.6 | | | | | $ | 608.8 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense, net | | | | | | $ | (219.1) | | | | | $ | (112.2) | | | | | $ | (77.9) | | | | | $ | (50.3) | | | | | $ | (27.3) | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other income, net | | | | | | 2.8 | | | | | | 6.4 | | | | | | 8.9 | | | | | | 6.5 | | | | | | 3.8 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | 326.7 | | | | | $ | 294.9 | | | | | $ | 262.3 | | | | | $ | 304.9 | | | | | $ | 398.6 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted Earnings per Common Share | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | 1.84 | | | | | $ | 3.05 | | | | | $ | 2.72 | | | | | $ | 3.34 | | | | | $ | 4.10 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per share | | | | | | $ | 0.48 | | | | | $ | 0.48 | | | | | $ | 0.44 | | | | | $ | 0.36 | | | | | $ | 0.28 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fully diluted shares outstanding | | | | | | 177.3 | | | | | | 96.5 | | | | | | 96.1 | | | | | | 91.1 | | | | | | 97.0 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | | | | $ | 18,944.2 | | | | | $ | 8,649.2 | | | | | $ | 6,580.0 | | | | | $ | 6,581.0 | | | | | $ | 3,229.5 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash, cash equivalents, and restricted cash | | | | | | 604.2 | | | | | | 2,342.3 | | | | | | 233.4 | | | | | | 398.5 | | | | | | 226.2 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt | | | | | | 4,429.3 | | | | | | 3,856.9 | | | | | | 1,870.5 | | | | | | 1,892.8 | | | | | | 692.2 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total equity | | | | | | 9,993.6 | | | | | | 2,869.1 | | | | | | 2,828.6 | | | | | | 2,976.8 | | | | | | 1,701.3 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of December 31, [removed: 2019.][added: 2020.]

There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2019,] [added: 2020,] that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting appears on page [removed: 52 and is incorporated herein by reference.][added: 46.]

Ernst & Young LLP's attestation report on internal control over financial reporting appears on page [removed: 56 and is incorporated herein by reference.][added: 49.]

In accordance with the provisions of General Instruction G(3) to Form 10-K, the information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) is incorporated herein by reference from the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May [removed: 15, 2020,] [added: 19, 2021,] except for the Equity Compensation Plan Information required by Item 12, which is set forth in the table below.

The definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2019.][added: 2020.]

Wabtec has adopted a Code of [added: Business Conduct and] Ethics [removed: for Senior Officers] which is applicable to our executive officers.

[removed: As described in Item 1 of this report, the] [added: This] Code of [added: Business Conduct and] Ethics [removed: for Senior Officers] is posted on our website at *www.wabteccorp.com*.

This table provides aggregate information as of December 31, [removed: 2019] [added: 2020] concerning equity awards under Wabtec’s compensation plans and arrangements.

| [added: Plan Category] | | | | | | (a) Number of securities to be issued upon exercise of outstanding [removed: options,] [added: options, warrants and rights] | | | | | | (b) Weighted-average exercise price of outstanding options [removed: warrants] [added: warrants and rights] | | | | | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding [removed: securities] [added: securities reflected in column a))] | | |

| Equity compensation plans approved by shareholders | | | | | | 552,669 | | | | | | $ | 69.82 | | | | | 1,452,856 | | |

| Total | | | | | | 552,669 | | | | | | $ | 69.82 | | | | | 1,452,856 | | |

| Plan Category | | | | | | warrants and rights | | | | | | and rights | | | | | | reflected in column (a)) | | |

| Equity compensation plans approved by shareholders | | | | | | 588,024 | | | | | | $ | 63.36 | | | | | 1,870,396 | | |

| Total | | | | | | 588,024 | | | | | | $ | 63.36 | | | | | 1,870,396 | | |

| | | | [Management’s Reports to Westinghouse Air Brake Technologies Corporation [removed: Shareholders](#i_0_88)] [added: Shareholders](#ib9ea99051ec74174bf62ca07242da492_85)] | | | [removed: [52](#i_0_88)] [added: [46](#ib9ea99051ec74174bf62ca07242da492_85)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i_0_91)] [added: Firm](#ib9ea99051ec74174bf62ca07242da492_88)] | | | [removed: [53](#i_0_91)] [added: [47](#ib9ea99051ec74174bf62ca07242da492_88)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i_0_97)] [added: Reporting](#ib9ea99051ec74174bf62ca07242da492_91)] | | | [removed: [56](#i_0_97)] [added: [49](#ib9ea99051ec74174bf62ca07242da492_91)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 201](#i_0_100)[9](#i_0_100) [and 201](#i_0_100)[8](#i_0_100)] [added: 2020 and 2019](#ib9ea99051ec74174bf62ca07242da492_94)] | | | [removed: [57](#i_0_100)] [added: [50](#ib9ea99051ec74174bf62ca07242da492_94)] | | |

| | | | [Consolidated Statements of Income for the three years ended December 31, [removed: 201](#i_0_106)[9](#i_0_106)[, 201](#i_0_106)[8](#i_0_106) [and 201](#i_0_106)[7](#i_0_106)] [added: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_100)] | | | [removed: [58](#i_0_106)] [added: [51](#ib9ea99051ec74174bf62ca07242da492_100)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 201](#i_0_109)[9](#i_0_109)[, 201](#i_0_109)[8](#i_0_109) [and 201](#i_0_109)7] [added: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_103)] | | | [removed: [59](#i_0_109)] [added: [52](#ib9ea99051ec74174bf62ca07242da492_103)] | | |

| | | | [Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 201](#i_0_112)[9](#i_0_112)[, 201](#i_0_112)[8](#i_0_112) [and 201](#i_0_112)7] [added: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_106)] | | | [removed: [60](#i_0_112)] [added: [53](#ib9ea99051ec74174bf62ca07242da492_106)] | | |

| | | | [Consolidated Statements of Shareholders’ Equity for the three years ended December 31, [removed: 201](#i_0_118)[9](#i_0_118)[, 201](#i_0_118)[8](#i_0_118) [and 201](#i_0_118)7] [added: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_112)] | | | [removed: [61](#i_0_118)] [added: [54](#ib9ea99051ec74174bf62ca07242da492_112)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i_0_124)] [added: Statements](#ib9ea99051ec74174bf62ca07242da492_118)] | | | [removed: [62](#i_0_124)] [added: [55](#ib9ea99051ec74174bf62ca07242da492_118)] | | |

| | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#i_0_232)] [added: Accounts](#ib9ea99051ec74174bf62ca07242da492_208)] | | | [removed: [99](#i_0_232)] [added: [86](#ib9ea99051ec74174bf62ca07242da492_208)] | | |

| 2.1 | | | [removed: [Share Purchase] [added: [Shareholder's] Agreement among Financiere Faiveley S.A., [removed: Famille Faiveley Participations Francois Faiveley, Erwan Faiveley,] FW Acquisition, [removed: LLC] [added: LLC,] and Wabtec Corporation dated as of October 6, [removed: 2015](http://www.sec.gov/Archives/edgar/data/943452/000119312515340255/d40711dex21.htm)] [added: 2015](http://www.sec.gov/Archives/edgar/data/943452/000119312515340255/d40711dex23.htm)] | | | [removed: 16] [added: 13] | | |

| 2.2 | | | [removed: [Tender Offer] [added: [Amendment No. 1 to Share](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex23.htm)[holder](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex23.htm)['s] Agreement among [added: Financiere](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex23.htm)] Faiveley [removed: Transport] S.A., [removed: FW Acquisition, LLC,] [added: Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley,] and Wabtec Corporation dated as of [added: dated as of] October [removed: 6, 2015](http://www.sec.gov/Archives/edgar/data/943452/000119312515340255/d40711dex22.htm)] [added: 24, 2016] | | | [removed: 16] [added: 14] | | |

| [removed: 2.7] [added: 2.3] | | | [removed: [Agreement and Plan of Merger, date May 20, 2018,] [added: [Employee Matters Agreement] among [removed: Westinghouse Air Brake Technologies Corporation,] General Electric Company, Transportation Systems Holdings [removed: Inc.] [added: Inc., Westinghouse Air Brake Technologies Corporation] and Wabtec US [removed: Rail Holdings, Inc.](http://www.sec.gov/Archives/edgar/data/943452/000119312518172906/d591170dex21.htm)] [added: Rail, Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-3.htm)] | | | [removed: 24] [added: 21] | | |

| [removed: 2.8] [added: 2.4] | | | [removed: [Separation, Distribution and Sale Agreement, date May 20, 2018,] [added: [Tax Matters Agreement] among [removed: Westinghouse Air Brake Technologies Corporation,] General Electric Company, Transportation Systems Holdings Inc., [added: Westinghouse Air Brake Technologies Corporation] and Wabtec US Rail, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/40545/000119312518172907/d591170dex22.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-2.htm)] | | | [removed: 24] [added: 21] | | |

| [removed: 2.14] [added: 10.17] | | | [removed: [Amendment to the Separation, Distribution and Sale Agreement, dated January 25, 2019, by and] [added: [Separation Agreement] between [added: Stephane Rambaud-Measson and] Westinghouse Air Brake Technologies [removed: Corporation and General Electric Company.](http://www.sec.gov/Archives/edgar/data/943452/000114036119001550/s002443x10_ex2-8.htm)] [added: Corporation, dated as of February 13, 2019](http://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex101q12019.htm)] | | | [removed: 27] [added: 24] | | |

| 3.3 | | | [Amended and Restated By-Laws of the Company, [removed: effective September 5, 2019](http://www.sec.gov/Archives/edgar/data/943452/000119312519241107/d800879dex31.htm)] [added: effective](http://www.sec.gov/Archives/edgar/data/943452/000114036121005371/brhc10020545_ex3-1.htm) February 11, 2021] | | | 8 | | |

| 3.4 | | | [Certificate of Amendment to Restated Certificate of Incorporation dated November 19, 2018](http://www.sec.gov/Archives/edgar/data/943452/000162828019002095/wabex34-10k2018.htm) | | | [removed: 29] [added: 22] | | |

| 3.5 | | | [Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of Westinghouse Air Brake Technologies Corporation, dated February 22, 2019](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex3-1.htm) | | | [removed: 28] [added: 21] | | |

| 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](http://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex42.htm) | | | [removed: 19] [added: 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](http://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex43.htm) | | | [removed: 19] [added: 15] | | |

| 4.6 | | | [Form of 3.450% Senior Note due 2026 (included in Exhibit [removed: 4.5)](http://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex45.htm)] [added: 4.5)](https://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex43.htm)] | | | [removed: 19] [added: 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](http://www.sec.gov/Archives/edgar/data/943452/000162828017001863/wabex4910k2016.htm) | | | [removed: 20] [added: 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](http://www.sec.gov/Archives/edgar/data/943452/000162828017004956/exhibit41.htm) | | | [removed: 21] [added: 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.](http://www.sec.gov/Archives/edgar/data/943452/000119312517231307/d326636dex410.htm) | | | [removed: 22] [added: 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](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabexseventhsupplemental.htm) | | | [removed: 25] [added: 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](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabexeigthsupplementalin.htm) | | | [removed: 25] [added: 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.](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) | | | [removed: 26] [added: 20] | | |

| [removed: 4.13] [added: 4.15] | | | [Tenth Supplemental Indenture, [removed: date] [added: dated] June 6, 2019, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/943452/000162828019009750/wabex41q22019.htm) | | | [removed: 30] [added: 23] | | |

| [removed: 4.14] [added: 4.18] | | | [Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/943452/000162828020002098/wabex414-10k2019.htm)] [added: 1934](#ib9ea99051ec74174bf62ca07242da492_1)] | | | 1 | | |

| 10.8 | | | [Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan as amended and [removed: restated*](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)] [added: restated](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)[, as further amended](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)[*](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)] | | | 5 | | |

| [removed: 10.1] [added: 10.15] | | | [removed: [Second Amended and Restated Refinancing Credit] [added: [Credit] Agreement, dated as of June [removed: 22, 2016,] [added: 8, 2018,] by and among [removed: the Company,] [added: Westinghouse Air Brake Technologies Corporation,] Wabtec [removed: Cooperatief UA, as borrowers, certain subsidiaries of the Company as guarantors] [added: Netherlands B.V.] and the [added: other borrowing subsidiaries party thereto, the] lenders party thereto and PNC Bank, National Association, as Administrative Agent, [removed: PNC Capital Markets LLC,] [added: Goldman Sachs Bank USA, HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A.,] Merrill Lynch, Pierce, Fenner & Smith [removed: Inc., JPMorgan Chase Bank, N.A., HSBC Bank, USA, National Association] [added: Incorporated, PNC Capital Markets LLC] and [removed: Société Générale,] [added: TD Securities (USA) LLC,] as Joint Lead Arrangers and Joint Bookrunners, [added: Goldman Sachs] Bank [removed: of America, National Association] [added: USA] and [removed: JPMorgan Chase Bank, N.A.,] [added: PLC Capital Markets LLC,] as [removed: Co-Syndication] [added: Syndication] Agents, and [added: Bank of America, N.A.,] HSBC Bank USA, [removed: National Association] [added: N.A., JPMorgan Chase Bank, N.A.,] and [removed: Société Générale, as Co-Documentation Agents.](http://www.sec.gov/Archives/edgar/data/943452/000119312516631363/d214591dex101.htm)] [added: TD Securities](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabex1019q22018.htm)] | | | [removed: 14] [added: 19] | | |

| [removed: 10.1] [added: 10.16] | | | [First Amendment to [removed: Second Amended and Restated Refinancing] Credit Agreement, dated as of [removed: April 19, 2017, by and] [added: February 22, 2019,] among [removed: the Company,] [added: Westinghouse Air Brake Technologies Corporation,] Wabtec [removed: Cooperatief UA, as a borrower, certain subsidiaries of] [added: Netherlands B.V. and] the [removed: Company as guarantors,] [added: other borrowing subsidiaries party thereto,] the lenders party thereto and PNC Bank, National Association, as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/943452/000162828017007925/wabex101q22017.htm)] [added: Agent](http://www.sec.gov/Archives/edgar/data/943452/000162828019002095/wabex1020-10k2018.htm)] | | | [removed: 21] [added: 22] | | |

| [removed: 10.12] [added: 10.10] | | | [Form of Employment Continuation Agreement entered into by the Company [removed: with Albert J. Neupaver, David] [added: with](http://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) [Rafael San](http://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm)[tana,](http://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) [David] L. DeNinno, Patrick D. [removed: Dugan, Scott E. Wahlstrom,] [added: Dugan,](http://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) [Nicole Theophilus](http://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm)[,] Michael E. Fetsko, and John A Mastalerz Jr.*](http://www.sec.gov/Archives/edgar/data/943452/000119312509143629/dex101.htm) | | | 7 | | |

| [removed: 10.13] [added: 10.11] | | | [Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 *](http://www.sec.gov/Archives/edgar/data/943452/000119312513071115/d448585dex1012.htm) | | | 10 | | |

| [removed: 10.14] [added: 10.12] | | | [Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*](http://www.sec.gov/Archives/edgar/data/943452/000119312513071115/d448585dex1013.htm) | | | 10 | | |

| [removed: 10.15] [added: 10.13] | | | [Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *](http://www.sec.gov/Archives/edgar/data/943452/000119312513071115/d448585dex1014.htm) | | | 10 | | |

| [removed: 10.16] [added: 10.14] | | | [Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and restated*](http://www.sec.gov/Archives/edgar/data/943452/000119312513071115/d448585dex1015.htm) | | | 10 | | |

| [removed: 10.20] [added: 10.18] | | | [removed: [Separation] [added: [Transition] Agreement between [removed: Stephane Rambaud-Measson] [added: Raymond T. Betler] and Westinghouse Air Brake Technologies Corporation, dated as of [removed: February 13, 2019](http://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex101q12019.htm)] [added: April 24, 2019](http://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex102q12019.htm)] | | | [removed: 31] [added: 24] | | |

| 21.0 | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828020002098/wabex210-10k2019.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex210-10k2020.htm)] | | | 1 | | |

| 23.1 | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828020002098/wabex231-10k2019.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex231-10k2020.htm)] | | | 1 | | |

| 4.13 | | | [Form](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[of](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[1.150%](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[Senior](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[Note](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[due](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[2024](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[(included](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[in](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[Exhibit](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[4.12)](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) | | | 1 | | |

| 4.14 | | | [Form](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [of](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [4.700%](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[Senior](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[Note](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[due](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[2028](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[(included](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[in](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[Exhibit](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) [](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)[4.12)](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm) | | | 1 | | |

| 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](http://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm) | | | 25 | | |

| 4.17 | | | [Form of 3.200% Senior Note due 2025 (included in Exhibit 4.16)](http://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm) | | | 1 | | |

| 10.19 | | | [Sev](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm)[erance Agreement](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm) [of Rafael Santana dated as of](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm) [May 26, 2020](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm) | | | 26 | | |

| 10.20 | | | [Transition Agreement of Scott Wahlstrom dated as of November 25, 2020](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex1020-10k2020.htm) | | | 1 | | |

| 22.0 | | | [List of Subsidiary Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex220-10k2020.htm) | | | 1 | | |

February 19, 2021

February 19, 2021

| Operating expenses: | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | |

| Repurchase of stock | | | | | | (207.2) | | | | | | — | | | | | | — | | |

| Other financing activities | | | | | | (4.6) | | | | | | (5.5) | | | | | | (2.3) | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,127,698) | | | | | | (207.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | (207.2) | | |

| Other owner changes | | | | | | — | | | | | | — | | | | | | (4.8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.3) | | | | | | (8.1) | | |

| Balance, December 31, 2020 | | | | | | 226,947,180 | | | | | | $ | 2.0 | | | | | $ | 7,880.6 | | | | | (38,059,697) | | | | | | $ | (1,010.1) | | | | | $ | 3,588.9 | | | | | $ | (339.1) | | | | | $ | 30.4 | | | | | $ | 10,152.7 | |

On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID-19, as a global pandemic.

Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work.

Our top concern is, and remains, the health and well-being of our employees around the world.

To date, COVID-19 has surfaced in nearly all regions around the world and has impacted our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations.

The outbreak and preventive measures taken to help curb the spread, including temporary plant closures in China, India, Italy and other countries where outbreaks and stay-at-home orders were most prevalent, had an adverse impact on our operations and business results for the year ended December 31, 2020.

control, over the investee.

Equity method investments are classified as other assets under the caption "Other noncurrent assets" on the consolidated balance sheet.

Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services.

Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, General and Administrative Expenses or Engineering Expense to the extent the property, plant, and equipment is used for research and development purposes.

accounting period as such amounts are determined.

Additional information with respect to contract assets and liabilities is included in Note 8.

Revolving Receivables Program In May 2020, the Company entered into a revolving agreement to transfer up to $150.0 million of certain receivables of certain subsidiaries of the Company (the "Originators") through our bankruptcy-remote subsidiary to a financial institution on a recurring basis in exchange for cash equal to the gross receivables transferred.

As customers pay their balances, we transfer additional receivables into the program, resulting in our gross receivables sold exceeding net cash flow impacts (e.g., collect and reinvest).

The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary which holds additional receivables of $114.0 million and unbilled receivables of $19.7 million at December 31, 2020 that are pledged as collateral under this agreement.

The transfers are recorded at fair value of the proceeds received and obligations assumed less derecognized receivables.

No obligation was recorded at December 31, 2020 as the estimated expected credit losses on receivables sold is insignificant.

Our maximum exposure to loss related to these receivables transferred is limited to the amount outstanding.

The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement.

None of the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.

The following table sets forth a summary of receivables sold:

| In millions | | | | | | Twelve Months Ended December 31, 2020 | | |

| Gross receivables sold/cash proceeds received | | | | | | $ | 852.1 | |

| Collections reinvested under revolving agreement | | | | | | 779.4 | | |

| Net cash proceeds (remitted) received | | | | | | 72.7 | | |

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| 2.3 | | | [Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015](http://www.sec.gov/Archives/edgar/data/943452/000119312515340255/d40711dex23.htm) | | | 16 | | |

| 2.4 | | | [Amendment No. 1 to Share Purchase Agreement among Mr. Erwan Faiveley, Wabtec France, and Wabtec Corporation dated as of October 24, 2016](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex21.htm) | | | 17 | | |

| 2.5 | | | [Amendment No. 1 to Tender Offer Agreement among Faiveley Transport, S.A., Wabtec France, and Wabtec Corporation dated as of October 24, 2016](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex22.htm) | | | 17 | | |

| 2.6 | | | [Amendment No. 1 to Shareholder’s Agreement among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex23.htm) | | | 17 | | |

| 2.9 | | | [Voting and Support Agreement, dated May 20, 2018, among General Electric Company and each of the persons listed on Schedule 1 thereto.](http://www.sec.gov/Archives/edgar/data/40545/000119312518172907/d591170dex23.htm) | | | 24 | | |

| 2.12 | | | [Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-3.htm) | | | 28 | | |

| 2.13 | | | [Amendment to the Agreement and Plan of Merger, dated January 25, 2019, by and among Westinghouse Air Brake Technologies Corporation, General Electric Company, Transportation Systems Holdings Inc., and Wabtec US Rail Holdings, Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119001550/s002443x10_ex2-7.htm) | | | 27 | | |

| 2.15 | | | [Shareholders Agreement between General Electric Company and Westinghouse Air Brake Technologies Corporation.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-1.htm) | | | 28 | | |

| 2.16 | | | [Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-2.htm) | | | 28 | | |

| 10.12 | | | [Second Amendment to Second Amended and Restated Refinancing Credit Agreement, dated as of October 11, 2017, by and among the Company, Wabtec Cooperatief UA, as a borrower, certain subsidiaries of the Company as guarantors, the lenders party thereto and PNC Bank, National Association, as Administrative Agent.](http://www.sec.gov/Archives/edgar/data/943452/000162828017010480/wabex101q32017.htm) | | | 23 | | |

| 10.17 | | | [Credit Agreement, dated as of June 8, 2018, by and among Westinghouse Air Brake Technologies Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent, Goldman Sachs Bank USA, HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, Goldman Sachs Bank USA and PLC Capital Markets LLC, as Syndication Agents, and Bank of America, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., and TD Securities](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabex1019q22018.htm) | | | 25 | | |

| 10.19 | | | [First Amendment to Credit Agreement, dated as of February 22, 2019, among Westinghouse Air Brake Technologies Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent](http://www.sec.gov/Archives/edgar/data/943452/000162828019002095/wabex1020-10k2018.htm) | | | 29 | | |

| 10.21 | | | [Transition Agreement between Raymond T. Betler and Westinghouse Air Brake Technologies Corporation, dated as of April 24, 2019](http://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex102q12019.htm) | | | 31 | | |

| 10.22 | | | [Westinghouse Air Brake Technologies Corporation Summary of Employment Terms of Rafael Santana dated as of February 25, 2019](http://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex103q12019.htm) | | | 31 | | |

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| 27 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated January 31, 2019. | | |

| 28 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated February 25, 2019. | | |

| 29 | | | Filed as an exhibit to the Company's Annual Report on Form 10-K (File No 033-90866), dated February 27, 2019. | | |

| 30 | | | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated August 1, 2019. | | |

| 31 | | | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated May 9, 2019. | | |

Management has excluded GE Transportation from its assessment of internal controls over financial reporting as of December 31, 2019 because the Company acquired GE Transportation effective February 25, 2019.

GE Transportation is a subsidiary whose total assets and customer revenues represents 61% and 47%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.

| | | | Accounting for Business Combinations | | |

| *Description of the Matter* | | | As described in Note 3 of the consolidated financial statements, the Company completed its merger with GE Transportation for net consideration of approximately $10.3 billion on February 25, 2019. The transaction was accounted for as a business combination. Auditing the Company's accounting for its merger with GE Transportation was complex due to the significant estimation in determining the fair value of the acquired intangible assets of approximately $3.2 billion, which included contract backlog, customer relationships and intellectual property, and assumed liabilities, which included certain off-market customer contract liabilities totaling $0.5 billion. The significant estimation in determining the fair value of such assets and liabilities was primarily due to the sensitivity of the respective fair values to underlying assumptions. The Company used a discounted cash flow model to estimate the fair values of acquired contract backlog, customer relationships, and intellectual property intangibles and assumed off-market customer contract liabilities. The significant assumptions used to estimate the value of the intangible assets and off-market customer contract liabilities included revenue growth rates, projected profit margins, discount rates, royalty rates, customer attrition rates, revenue obsolescence rates and market participant profit margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over accounting for acquisitions, including controls over the recognition and measurement of, identifiable intangible assets and off-market customer contract liabilities and management's judgments and evaluation of underlying assumptions with regard to the valuation models applied. We also tested management's controls to validate that the data used in the valuation models was complete and accurate. To test the estimated fair value of the Company’s identifiable intangible assets and off-market customer contract liabilities, our audit procedures included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company's valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, when evaluating the assumptions related to the revenue growth rates, projected profit margins, customer attrition rates, revenue obsolescence rates and market participant profit margins, we compared the assumptions to the past performance of GE Transportation, contractual arrangements that GE Transportation has with customers, the Company's history related to similar acquisitions and third-party industry data where available. We also performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value that would result from changes in the assumptions. When evaluating the assumptions related to discount rates and royalty rates, we compared the assumptions to the Company’s history related to similar acquisitions and third-party industry data. We involved a valuation specialist to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates, including the discount rates and royalty rates. Our procedures also included comparison of the selected discount rates to the acquired business’s weighted average cost of capital, an evaluation of the relationship of the weighted average cost of capital, internal rate of return and weighted-average return on assets, and consideration of guideline public company benchmarking analyses reflecting the composition of purchase prices for similar transactions. | | |

February 24, 2020

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of GE Transportation which is included in the 2019 consolidated financial statements of the Company and constituted 61% of total assets as of December 31, 2019 and 47% of revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of GE Transportation.

| Restricted cash | | | | | | — | | | | | | 1,761.4 | | | | | | | | |

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| Payment of income tax withholding on share-based compensation | | | | | | (6.3) | | | | | | (12.3) | | | | | | (6.8) | | | | | | | | | | | | | | |

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| Balance, December 31, 2016 | | | | | | 132,349,534 | | | | | | $ | 1.3 | | | | | $ | 870.0 | | | | | (36,924,102) | | | | | | $ | (839.0) | | | | | $ | 2,553.3 | | | | | $ | (379.6) | | | | | $ | 770.8 | | | | | $ | 2,976.8 | |

| Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax | | | | | | — | | | | | | — | | | | | | (7.4) | | | | | | 608,920 | | | | | | 5.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.4) | | |

| Acquisition of Faiveley Transport noncontrolling interest | | | | | | — | | | | | | — | | | | | | 8.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (751.1) | | | | | | (742.2) | | |

| | | | | | | WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION | | | | | | [removed: | | |]

| Date: | | | February [removed: 24, 2020] [added: 19, 2021] | | | By: | | | /S/ RAFAEL SANTANA | | | [removed: | | |]

| | | | | | | | | | Rafael Santana, | | | [removed: | | |]

| | | | | | | | | | President and Chief Executive Officer, and Director | | | [removed: | | |]

| By | | | /S/ ALBERT J. NEUPAVER | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| | | | Albert J. [removed: Neupaver, Executive] [added: Neupaver,] Chairman of the Board | | | | | |

| By | | | /S/ RAFAEL SANTANA | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ PATRICK D. DUGAN | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ JOHN A. MASTALERZ | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ WILLIAM E. KASSLING | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ ERWAN FAIVELEY | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ LEE B. FOSTER, II | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ LINDA [removed: S.] [added: A.] HARTY | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| | | | Linda [removed: S.] [added: A.] Harty, Director | | | | | |

| By | | | /S/ BRIAN P. HEHIR | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ MICHAEL W. D. HOWELL | | | February [removed: 24, 2020] [added: 19, 2021] | | |

| By | | | /S/ ANN R. KLEE | | | February [removed: 24, 2020] [added: 19, 2021] | | |

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| By | | | /S/ LEE BANKS | | | February 19, 2021 | | |

| | | | Lee Banks, Director | | | | | |

| | | | Signature and Title | | | Date | | |

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| By | | | /S/ PHILIPPE ALFROID | | | February 24, 2020 | | |

| | | | Philippe Alfroid, Director | | | | | |

| By | | | /S/ EMILIO A. FERNANDEZ | | | February 24, 2020 | | |

| | | | Emilio A. Fernandez, Director | | | | | |