Westinghouse Air Brake Technologies (WAB) 10-K risk factor changes: FY2021 vs FY2020

While we believe our relationships with our customers are generally good, our top customers could choose to reduce or terminate their relationships with [removed: us.][added: Wabtec.]

[added: 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.

There can be no assurance that economic conditions will be favorable or that there will not be significant fluctuations adversely affecting the industry as a whole [removed: and, as a result, us.][added: and Wabtec.]

All of our facilities, equipment, supply chains, distribution systems and information technology systems are subject to the risk of catastrophic loss due to unanticipated events, such as [added: cyber attacks,] disease outbreak, fires, earthquakes, explosions, floods, tornadoes, hurricanes or weather conditions.

Due to the [removed: on-going] [added: ongoing] 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, [removed: India] [added: India, the U.S.,] and Europe, have been, and continue to be, impacted.

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

[added: 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.

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

The spread of [removed: COVID-19 has] [added: COVID-19, and the emergence of new strains of the virus, have] 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.

For the fiscal year ended December 31, [removed: 2020,] [added: 2021,] approximately [removed: 58%] [added: 60%] of our consolidated net sales were to customers outside of the United States.

[added: 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, [added: Kazakhstan,] Macedonia, Mexico, the Netherlands, Poland, Russia, Spain, South Africa, Turkey, and the United Kingdom.

[removed: Any such improper acts could] damage our reputation, subject us to civil or criminal judgments, fines or penalties, and could otherwise disrupt our business, and as a result, could materially adversely impact our business, results of operations and financial condition.

We face cybersecurity and data protection risks relating to [removed: cyber attacks] [added: cyber-attacks] and information technology failures that could cause loss of confidential information and other business disruptions.

We rely extensively on [removed: information] [added: the security, stability, and availability of] technology [added: systems] in our business.

Accordingly, our business may be adversely impacted by disruptions to our own or third-party information technology infrastructure, which could result from [removed: individual or highly-coordinated cyber attacks, including] [added: cybersecurity incidents, including,] but not limited [removed: to data theft, system breaches, malfeasance or improper use or] [added: to,] unauthorized access to [removed: IT systems.][added: the Company’s information technology systems, data access or acquisition, and/or encryption of the Company’s environment.]

Our business may [removed: also] be adversely impacted by unintentional technology disruptions, including those resulting from programming errors, employee operational [removed: errors and] [added: errors,] software [removed: defects.][added: defects, and product vulnerabilities.]

In addition, we may not be able to locate suitable replacements for any key personnel that we lose, or [added: we may not be able to hire potential replacements on reasonable terms, all of which could adversely affect our product sales, financial condition, and operating results.]

In addition, we are required to maintain (i) a ratio of EBITDA to interest expense of at least 3.00 to 1.00 over each period of four consecutive fiscal quarters ending on the last day of a fiscal quarter and (ii) a Leverage Ratio, calculated as of the last day of a fiscal quarter for a period of four consecutive fiscal quarters, of 3.25 to 1.00 or less; provided that, in [removed: connection with] the [removed: acquisition of GE Transportation and in the event] [added: second quarter] of [removed: any further material acquisition in which] [added: 2021,] the [removed: cash consideration to be paid exceeds $500.0 million,] [added: Credit Agreement was amended so that we may, upon our request, increase] the maximum Leverage Ratio [removed: permitted adjusts] to (x) 3.75 to 1.00 at the end of the fiscal quarter in which [removed: such] [added: our] acquisition [removed: is] [added: of Nordco was] consummated and each of the three fiscal quarters immediately following such fiscal quarter and (y) [removed: 3.50 to 1.00 at the end of each of the fourth and fifth full fiscal quarters after the consummation of such acquisition.]

For example, the economic slowdown that was caused by COVID-19 impacted the timing of some orders, as customers deferred the delivery of some goods and services to future years.

For example, although the Company saw no material cancellations of backlog during the year ended December 31, 2021, the economic slowdown that was caused by COVID-19 did impact the timing of some orders in backlog as the delivery of goods and services previously expected to be completed in the current year were pushed out to subsequent periods.

Supply chain disruptions and labor availability have caused component and chip shortages resulting in an adverse effect on the timing of the Company’s revenue generation.

Additionally, broad-based inflation, escalation of metals and commodities costs, transportation and logistics costs and labor costs have all resulted from the COVID-19 pandemic.

Supply chain disruptions and shortages in labor availability have caused component and chip shortages, which have resulted in adverse effects on the timing of our revenue generation.

Additionally, broad-based inflation, escalation of metals and commodities costs, transportation and logistics costs and labor costs have all resulted from the COVID-19 pandemic and have adversely impacted our business.

We expect COVID-19 to continue to have a materially adverse impact on our operations and business results into 2022.

However, uncertainty around general global economic and market conditions, exacerbated by the COVID-19 pandemic, will have an impact on our sales and operations in 2022 and beyond.

Any such improper acts could

Management believes it is reasonably likely that the scientific and political attention to issues concerning the existence and extent of climate change, and the role of human activity in it, will continue, with the potential for further regulation that affects the company’s operations.

Although uncertain, these developments could increase costs or reduce the demand for the products the company sells.

The company’s production and processing operations typically result in emissions of greenhouse gases.

Likewise, emissions arise from midstream and downstream operations, including operations of our locomotives and other products.

Finally, although beyond the control of the company, the use of fuels and related products by operators also results in greenhouse gas emissions that may be regulated.

International agreements, domestic legislation and regulatory measures to limit greenhouse gas emissions are currently in various phases of discussion or implementation.

For instance, one of our vendors publicly disclosed vulnerabilities in its operating system that we use for certain Wabtec products.

A successful exploitation of our own or our vendors’ information technology infrastructure could result in service interruptions, safety hazards, misappropriation of confidential information, process failures, security breaches or other operational difficulties.

Such an event could result in decreased revenues and increased capital, insurance or operating costs, including the increased costs of security to protect the

Company’s infrastructure, among other results.

Insurance maintained by the Company to protect against loss of business and other related consequences resulting from cyber incidents may not be sufficient to cover all damages.

A disruption or compromise of the Company’s technology systems, even for short periods of time, could have a material adverse effect.

At December 31, 2021, we had total debt of $4.1 billion, primarily related to Senior Notes.

Moreover, our Credit Agreement and the indentures governing our senior notes permit us to incur substantial additional indebtedness, which may further contribute to, or exacerbate the impact of, the foregoing impacts.

3.50 to 1.00 at the end of each of the fourth and fifth full fiscal quarters after the consummation of such acquisition.

The Company has not requested any such increase in the leverage ratio at this time.

If demand increases significantly from current

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

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

we may not be able to hire potential replacements on reasonable terms, all of which could adversely affect our product sales, financial condition, and operating results.

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

Our [removed: products enhance safety, improve productivity 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.

In [removed: 2020,] [added: 2021,] approximately [removed: 58%] [added: 60%] of the Company’s net sales came from customers outside the U.S.

[removed: To date,] [added: The] COVID-19 [removed: has surfaced in nearly all regions around the world and] [added: pandemic] has [removed: impacted] [added: continued to impact] our sales channels, supply chain, manufacturing operations, [removed: workforce,] [added: workforce] and other key aspects of our operations.

[removed: We continue] [added: The Company continues] to monitor the situation and guidance from international and domestic authorities, including federal, state, and local public health [removed: authorities and may take additional actions based on their recommendations;] [added: authorities;] however, there are numerous uncertainties, including the duration and severity of the pandemic, availability and effectiveness of vaccines, [added: impact of variants of the disease,] 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, [removed: supplier] [added: suppliers] and [removed: end-markets,] [added: end-markets] and other consequences that could negatively impact our business.

[added: Although the U.S. and other international governments deemed rail transportation as “critical infrastructure” providing essential services during the] COVID-19 [added: pandemic, the COVID-19 pandemic] had a materially adverse impact on our operations and business results for the [removed: year-ended] [added: years ended] December 31, [removed: 2020] [added: 2021 and 2020,] which is discussed in [added: more detail in] the Results of Operations section [removed: below and we expect COVID-19 to continue to have a materially adverse impact on our operations and business results into 2021.][added: below.]

In addition, Management evaluates the Company’s current operational performance through measures such as [added: safety,] quality and on-time delivery.

[removed: In 2021 and beyond,] [added: Uncertainty around] general global economic and market [removed: conditions] [added: conditions, exacerbated by the COVID-19 pandemic,] will have an impact on our sales and [removed: operations.][added: operations in 2022 and beyond.]

The COVID-19 pandemic has increased the uncertainty around global economic and market [removed: conditions.][added: conditions, which impacts our sales and operations.]

To the extent that these factors cause instability of capital markets, [added: supply chain disruptions including] shortages of raw materials or component parts, [added: labor availability,] longer sales cycles, deferral or delay of customer [removed: orders] [added: orders,] or an inability to market our products effectively, our business and results of operations could be materially adversely affected.

For additional information related to [removed: this acquisition] [added: these acquisitions] refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part IV, Item 15 of this report.

[removed: 2020] [added: 2021] COMPARED TO [removed: 2019][added: 2020]

| In millions | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Total net sales | | | | | | [removed: 7,556.1] [added: 7,822] | | | | | | [removed: 8,200.0] [added: 7,556] | | |

| Total cost of sales | | | | | | [removed: (5,419.0)] [added: (5,453)] | | | | | | [removed: (5,922.0)] [added: (5,419)] | | |

| Gross profit | | | | | | [removed: 2,137.1 | | | | | | 2,278.0] [added: 97] | | |

| Selling, general and administrative expenses | | | | | | [removed: (948.1)] [added: (1,030)] | | | | | | [removed: (1,166.6)] [added: (948)] | | |

| Total operating expenses | | | | | | [removed: (1,392.6)] [added: (1,493)] | | | | | | [removed: (1,614.9)] [added: (1,392)] | | |

| Income from operations | | | | | | [removed: 744.5] [added: 876] | | | | | | [removed: 663.1] [added: 745] | | |

| Interest expense, net | | | | | | [removed: (198.9)] [added: (177)] | | | | | | [removed: (219.1)] [added: (199)] | | |

| Other [removed: income (expense),] [added: income,] net | | | | | | [removed: 11.6] [added: 38] | | | | | | [removed: 2.8] [added: 11] | | |

| Income before income taxes | | | | | | [removed: 557.2] [added: 737] | | | | | | [removed: 446.8] [added: 557] | | |

| Income tax expense | | | | | | [removed: (144.9)] [added: (172)] | | | | | | [removed: (120.3)] [added: (145)] | | |

[removed: | Net income | | | | | | 412.3 | | | | | | 326.5 | | |][added: Other income, net]

| Less: Net [added: (income)] loss attributable to noncontrolling interest | | | | | | [removed: 2.1] [added: (7)] | | | | | | [removed: 0.2] [added: 2] | | |

| Net income attributable to Wabtec shareholders | | | | | | [removed: $ | 414.4 | | | | | $] [added: 175] | [removed: 326.7] | |

The following table shows the major components of the change in net sales in [removed: 2020] [added: 2021] from [removed: 2019:][added: 2020:]

| Foreign Exchange | | | | | | [removed: (69.1) | | | | | | 19.1 | | | | | | (50.0)] [added: 23] | | |

| 2020 Net Sales | | | | | | $ | [removed: 5,082.3 | | | | | $ | 2,473.8 | | | | | $ | 7,556.1] [added: 5,082] | |

The following discussion compares our results for the year ended December 31, [removed: 2020,] [added: 2021] to the year ended December 31, [removed: 2019.][added: 2020.]

The discussion comparing our results for the year ended December 31, [removed: 2019] [added: 2020] to the year ended December 31, [removed: 2018] [added: 2019] 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, [removed: 2019,] [added: 2020,] filed with the SEC on February [removed: 24, 2020.][added: 19, 2021.]

[removed: The decrease] [added: Organic sales decreased $6 million which] is primarily attributable to [removed: an] [added: a net] organic decrease of [removed: $833] [added: $4] million in the Freight [removed: Segment, due to lower locomotive Equipment sales, lower sales in Components from a][added: Segment.]

Cost of sales [removed: in] [added: for the year ended December 31,] 2020 [removed: includes $44] [added: included $45] million of restructuring costs, primarily for footprint rationalization and related headcount [removed: reductions] [added: actions] as part of the [removed: ongoing integration actions related to the] [added: acquisition of] GE Transportation [removed: acquisition] and in response to the COVID-19 pandemic.

Cost of sales [removed: in 2019 included a $185 million charge related to purchase price accounting] for the [removed: step-up of GE Transportation inventory and $38] [added: year ended December 31, 2020 included $30] million of restructuring costs, primarily for [added: costs for] footprint rationalization and related headcount [removed: actions.][added: actions as part of the integration of GE Transportation and in response to the COVID-19 pandemic.]

Restructuring and transaction [removed: costs, primarily for headcount actions and] costs [removed: related to acquisition of GE Transportation,] included in SG&A were [removed: $71] [added: $25] million and [removed: $192] [added: $71] million for the year ended December 31, [removed: 2020] [added: 2021] and [removed: 2019, respectively.][added: 2020, respectively, and were primarily for headcount actions and footprint rationalization programs.]

Amortization expense increased [removed: $44] [added: $5] million, due to the acquisition of [removed: GE Transportation.][added: Nordco.]

Interest expense, net, decreased [removed: $20] [added: $22] million [removed: in] [added: for] the [removed: 2020] [added: year ended December 31, 2021] over the same period in [removed: 2019] [added: 2020] attributable to lower [removed: variable interest rates and lower] overall average debt balances [removed: in 2020.][added: and lower interest rates.]

Other [removed: expense,] [added: income,] net, was [removed: $12] [added: $38] million of income in [removed: 2020] [added: 2021] compared to [removed: $3] [added: $11] million of income in the same period of [removed: 2019.][added: 2020.]

The [removed: variance] [added: increase] is primarily [removed: driven by lower] [added: attributable to] foreign exchange [removed: losses] [added: gains] in the current year [removed: and an increase] [added: compared to losses] in [removed: income from] [added: the prior year as well as higher] equity [removed: method investments.][added: income in the current year.]

The effective income tax rate was [removed: 26.0%] [added: 23.2%] and [removed: 26.9%] [added: 26.0%] in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

| Total net sales | | | | | | [removed: 5,082.3] [added: 5,239] | | | | | | [removed: 5,441.4] [added: 5,082] | | |

*Business Update*

To the extent that these factors cause, or exacerbate, instability of capital markets, shortages of raw materials or component parts, longer sales cycles, deferral or delay of customer orders or an inability to market our products effectively, our business and results of operations could be materially adversely affected, and the materially adverse impacts that we have experienced as a result of the COVID-19 pandemic could continue or worsen.

Supply chain disruptions and labor availability have caused component, raw material and chip shortages resulting in an adverse effect on the timing of the Company’s revenue generation.

Additionally, broad-based inflation, escalation of metals and commodities costs, transportation and logistics costs and labor costs have all resulted from the COVID-19 pandemic.

The Company has implemented various mitigating actions to lessen the impact of supply chain disruptions caused by the COVID-19 pandemic.

These actions include price escalations in long-term contracts, implementing price surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management,

strategic sourcing alignments, and accelerating integration synergies where possible.

The Company expects to continue to realize these increased costs over the next few quarters.

*Cybersecurity Exposure*

During the third quarter 2021, one of our vendors publicly disclosed vulnerabilities in one of its operating systems that is used in a range of products across the rail sector and other industries, including in certain Wabtec products.

In response, Wabtec reviewed its digital onboard locomotive products and locomotive control systems to determine which products may be affected and the potential impact to Wabtec, our customers and other relevant parties.

To date, we are unaware of any exploitation of these vulnerabilities; however, we are working closely with our vendor to appropriately address potentially impacted products.

Additionally, we have communicated with potentially affected customers and discussed mitigation strategies.

Wabtec acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment, on March 31, 2021, and GE Transportation, a former business unit of GE, on February 25, 2019.

| Sales of goods | | | | | | $ | 6,205 | | | | | $ | 6,233 | |

| Sales of services | | | | | | 1,617 | | | | | | 1,323 | | |

| Cost of goods | | | | | | (4,545) | | | | | | (4,629) | | |

| Cost of services | | | | | | (908) | | | | | | (790) | | |

| Engineering expenses | | | | | | (176) | | | | | | (162) | | |

| Amortization expense | | | | | | (287) | | | | | | (282) | | |

| Net income | | | | | | 565 | | | | | | 412 | | |

| Acquisitions | | | | | | 138 | | | | | | — | | | | | | 138 | | |

| Organic | | | | | | (4) | | | | | | (2) | | | | | | (6) | | |

| 2021 Net Sales | | | | | | $ | 5,239 | | | | | $ | 2,583 | | | | | $ | 7,822 | |

Net sales for the year ended December 31, 2021 increased by $266 million, or 3.5%, to $7.82 billion compared to the same period in 2020.

Services sales increased from higher locomotive modernizations and overhauls and a decrease in locomotive parkings while Components sales increased due to a higher railcar build and lower railcar parkings.

These increases were offset by lower Equipment sales due to lower locomotive sales, particularly in North America and Egypt, and lower Digital Electronics sales primarily due to chip shortages caused by supply chain disruptions.

These decreases in Freight were

offset by an increase in sales from acquisitions, which contributed $138 million, and favorable changes in foreign exchange rates increased sales by $134 million, primarily in the Transit segment.

Cost of sales for the year ended December 31, 2021 increased by $34 million, or 0.6%, to $5.45 billion compared to the same period in 2020.

The increase is primarily due to the increase in sales, increased metals, transportation and labor costs and higher restructuring costs.

Cost of sales as a percentage of sales was 69.7% and 71.7% for the years ended December 31, 2021 and 2020, respectively, representing a 2.0 percentage point decrease.

The decrease as a percentage of sales is primarily due to favorable product mix, improved productivity, synergy savings and the structural cost actions taken in the prior year, partially offset by the increase in the costs described above.

Total operating expenses increased $101 million, or 7.3%, for the year ended December 31, 2021 compared to the same period in 2020.

Operating expenses as a percentage of sales was 19.1% and 18.4% for the year ended December 31, 2021 and 2020, respectively.

Selling, general and administrative expenses ("SG&A") increased $82 million for the year ended December 31, 2021 compared to the same period in 2020.

The increase is primarily due to higher employee compensation and benefit costs, costs incurred to support the higher sales volume and incremental expense from the acquisition of Nordco, partially offset by a decrease in restructuring and transaction costs.

Engineering expense increased $14 million primarily due to investments in new technology and incremental expense from the acquisition of Nordco.

The change in effective tax rate in 2021 is primarily the result of filing amended federal and state income tax returns in 2021.

The Company amended the 2019 federal tax return to incorporate changes in tax regulations which generated a net operating loss that was carried back to tax years 2014 to 2016, which were at a higher federal tax rate.

*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.

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.

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.

Management Review and Future Outlook

ACQUISITION OF GE TRANSPORTATION

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

| Sales of goods | | | | | | $ | 6,233.3 | | | | | $ | 6,907.9 | |

| Sales of services | | | | | | 1,322.8 | | | | | | 1,292.1 | | |

| Cost of goods | | | | | | (4,629.4) | | | | | | (5,128.4) | | |

| Cost of services | | | | | | (789.6) | | | | | | (793.6) | | |

| Engineering expenses | | | | | | (162.1) | | | | | | (209.9) | | |

| Amortization expense | | | | | | (282.4) | | | | | | (238.4) | | |

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

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

| 2019 Net Sales | | | | | | $ | 5,441.4 | | | | | $ | 2,758.6 | | | | | $ | 8,200.0 | |

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

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

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.

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

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.

Unfavorable changes in foreign currency exchange rates reduced net sales by $50 million.

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.

Excluding these charges in both years, cost of sales as a percentage of sales was 71.1% in 2020 and 69.5% in 2019, representing a 1.6% increase.

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.

This was partially offset by increased synergy savings related to the GE Transportation acquisition and actions taken to reduce costs in response to the COVID-19 pandemic.

Total operating expenses decreased $222 million to 18.4% of net sales in 2020 compared to 19.7% in 2019.

Additionally, SG&A expenses decreased $155 million related to the acquisition synergy savings, reduced employee benefit costs, cost reduction initiatives and lower sales volumes, partially offset by $57 million of incremental expense from acquisitions.

Engineering expense decreased $48 million due to cost control measures on research and development projects partially offset by incremental expense from acquisitions.

Other income (expense), net

The decrease in the effective tax rate in 2020 is primarily the result of non-deductible transaction related expenses incurred during 2019 as a result of the GE Transportation acquisition that did not recur in 2020 and a decrease in the estimated liabilities resulting from provisions of the Tax Cuts and Jobs Act that were recognized in 2019.

In the ordinary course of business, Wabtec is exposed to risks that increases in interest rates may adversely affect funding costs associated with its [added: available] variable-rate [removed: debt.][added: debt facilities.]

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

Refer to “Financial Derivatives and Hedging Activities” in Notes [removed: 2] [added: 2, 17] and 20 of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report for more information regarding foreign currency exchange risk and sales by geographic area.

All market risk sensitive instruments were entered into for non-trading purposes.

At December 31, 2021, the Company's interest risk related to variable-rate debt is limited to the amounts borrowed under the Multi-Currency Revolving credit facility.

At

December 31, 2021, the Company had no outstanding variable rate debt.

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

[removed: All] [added: Except as the context otherwise requires, all] references to “we”, “our”, “us”, the “Company” and “Wabtec” refer to Westinghouse Air Brake Technologies Corporation and its consolidated subsidiaries.

As a result of [removed: several] [added: those] strategic acquisitions, as well as other smaller [removed: acquisitions,] [added: 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 approximately [removed: 27,000 employees] [added: 25,000 employees, excluding contingent workers,] and operations in over 50 countries.

As a result, we [removed: expect to generate approximately] [added: achieved over] $250 million in annual run-rate operating synergies, driven by cost and revenue [removed: opportunities, before 2022.][added: opportunities.]

Wabtec is [removed: now] one of the world’s largest providers of locomotives, freight car components, technology-enabled equipment, systems and services for the locomotive and freight rail industries.

- *Broadened product line and international presence in the transit market.* Wabtec [removed: now] offers a comprehensive, broad and diversified portfolio of products to the transit rail industries throughout the world.

Wabtec [removed: now] has a comprehensive digital portfolio and leading engineering and technical intellectual property, which provides electronics and digital technologies to meet growing demand for train intelligence and network optimization.

Wabtec has an installed base of more than [removed: 22,500] [added: 23,000] locomotives and content on virtually all North American locomotives and freight cars, as well as a diverse offering of Transit locomotives and cars both internationally and domestically, which enables significant opportunities in the higher-margin aftermarket parts and services business and mitigates the exposure to cycles.

According to the 2020 [removed: bi-annual] [added: biennial] edition of [removed: a market study by UNIFE,] the [removed: Association of the European Rail Industry,] [added: study,] the accessible global market for railway products and services is more than $120 billion and is expected to grow [added: in the medium- and long-term] at [removed: a compounded] [added: an average] annual growth rate of 2.3% through [removed: 2025.][added: 2025, despite an 8% COVID-induced decline in 2020.]

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

In Europe, [added: only 19% of freight traffic is rail while] 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, although this growth may be stunted in the near-term as a result of the COVID-19 pandemic.

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

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

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

According to UNIFE, most emerging [removed: markets were] [added: markets, including Russia-CIS (Commonwealth of Independent States) and Africa-Middle East, are] expected to grow at above-average rates as global trade [removed: led] [added: leads] to increased freight volumes and urbanization [removed: led] [added: leads] to increased demand for efficient mass-transportation systems.

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

As a result of the large base of approximately [removed: 22,500] [added: 23,000] locomotives currently in use, Wabtec's services product lines of rebuilding, remanufacturing, maintaining, and exchanging locomotives and components in the aftermarkets provides a significant, recurring revenue stream.

In [removed: 2020,] [added: 2021,] the Freight Segment accounted for approximately 67% of Wabtec’s total net sales, with [removed: about 55%] [added: approximately 57%] of its net sales in the U.S. In [removed: 2020, about 63%] [added: 2021, approximately 68%] of the Freight Segment’s net sales were in the aftermarket.

In [removed: 2020,] [added: 2021,] the Transit Segment accounted for approximately 33% of our total net sales, with [removed: about 15%] [added: approximately 14%] 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: 2020:][added: 2021:]

- Diesel-electric [added: and battery powered] locomotives for freight [removed: railroads][added: and transit]

- Positive Train Control [added: ("PTC")] equipment and electronically controlled pneumatic braking products

- Transport intelligence such as Industrial/mobile Internet of Things (IoT) hardware & software, edge-to-cloud, on and off-board analytics & rules, [added: and] asset performance management

- Transport logistics such as rail transportation management, shipper transportation management, [added: and] port visibility and optimization

- Network optimization such as rail network scheduling, [removed: dispatch,] [added: dispatch] and optimization, intermodal, terminal management and optimization, [added: and] rail yard management and optimization

- Freight locomotive [removed: overhaul] [added: overhaul, modernizations] and refurbishment

Supported by our technical staff of more than [removed: 5,000] [added: 5,700] 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.

In recent years, we have [added: also] introduced a number of significant new products, including [removed: Positive Train Control (“PTC”)] [added: PTC] equipment that encompasses onboard digital data and global positioning communication protocols.

Other new products include HVAC inverter integrated solutions, brake discs and brake controls, platform doors and [removed: gates,] [added: gates] and door controllers.

[removed: In addition, we are continuing] [added: We have continued] to develop Energy Management Solutions for railroads to further reduce fuel consumption and emissions.

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

For additional information on our business segments, see Note [removed: 20] [added: 19] of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report.

For over 110 years, GE Transportation has served the worldwide rail industry, which is a critical component of the global transportation system and the global economy, with an installed base of more than [removed: 22,500] [added: 23,000] locomotives worldwide.

We are a recognized leader in the development and production of electronic recording, measuring and communications systems, [removed: positive train control] [added: PTC] equipment, highly engineered compressors and heat exchangers for locomotives, and a leading manufacturer of freight car components, including electronic braking equipment, draft gears, trucks, brake shoes and electronic end-of-train devices.

[removed: In 2020, net sales] [added: Sales] of aftermarket parts and services [added: have historically] represented [removed: about] [added: approximately] 60% of total net sales.

- [removed: Market Leader] [added: Strategic partnerships] with [removed: Longstanding Customer Partnerships in a Critical Infrastructure Sector.] [added: longstanding customers and other key stakeholders.] For more than a century, rail has been a cornerstone of the global transportation system, and thus, the economy.

- Leading design and engineering capabilities. We believe a hallmark of our relationship with our customers has been our leading design and engineering practice, which has assisted in the improvement and modernization of global [removed: railway equipment.]

- [removed: Leading] [added: Driving] the [removed: Digital Transformation] [added: digital transformation] of [removed: Wabtec’s Industries.] [added: the rail industry.] Our early investment in data analytics and software has allowed us to become a strategic partner for customers looking to derive new value from assets and digitally transform their operations.

Through these initiatives, [added: our digital solutions have helped to transform many distribution channels in] the transportation [removed: industry, from] [added: industry including] mine to [removed: port,] [added: ports,] from shipper to receiver, from port to intermodal terminals to main line locomotives and railcars and across train yards and operation [removed: centers, has evolved to include digital solutions.][added: centers.]

- Experience with industry regulatory [removed: requirements*.*] [added: requirements.] The freight rail and passenger transit industries are governed by various government agencies and regulators in each country and region.

These groups mandate rigorous manufacturer [removed: certification,] [added: certification and a] new product testing and approval processes that we believe are difficult for new entrants to meet cost-effectively and efficiently without the scale and extensive experience we possess.

The Association of the European Rail Industry, UNIFE, advocates for and represents European train builders and rail suppliers.

UNIFE publishes a biennial market study that provides an overview of the market in its current form and a forecast of its future development in different regions and market segments.

The 2020 study also concluded that the rail sector had grown 3.6% annually since 2017, supporting the appeal of rail transport for all sectors from urban metro to commercial freight.

The COVID-19 pandemic has impacted the expected growth in these emerging markets.

New technologies offered by Wabtec can provide solutions to improve safety, cost and reliability of rail, as well as support the modernization of the global rail fleets.

In 2021, Wabtec and a Class I completed a three month pilot of a battery electric locomotive which reduced fuel consumption and greenhouse gas emissions by an average of 11% in a revenue service train.

Sales of aftermarket parts and services have historically represented approximately 60% of our total net sales.

railway equipment.

- Market leader in decarbonizing the rail industry. Today, rail represents the cleanest, most energy efficient, and safest mode of moving freight and people on land.

As global demands for growth increase, current trends indicate that freight and passenger rail activity will more than double by 2050, leading to an increased demand for sustainable transportation of people and goods.

These converging forces highlight the critical interplay between market dynamics, the need for decarbonization and Wabtec’s business strategy.

We are advancing our sustainability priorities both through our own commitments to our people, communities, and planet, as well as by innovating next generation technologies that reduce emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions.

We are helping our customers reduce their overall carbon footprint through the development of low-emitting locomotives like our Tier 4 and battery-electric locomotives, Trip Optimizer, Green Air and Green Friction products, and the use of alternative fuels such as biodiesel, renewable diesel, and hydrogen.

We listen to our key stakeholders and focus on areas where Wabtec can enable the most meaningful impact for our customers, communities, and the world.

Transformational change requires collaboration, so we are committed to accelerating progress by partnering with customers, government leaders, corporations, universities and other key stakeholders.

For example, we have partnered with a customer, a leading short line and regional freight railroad, as well as a leading artificial intelligence and robotics institution to create technologies that will decarbonize freight rail transport, improve freight safety, and generate greater rail network utilization.

We also have collaborated with a global transportation company focused on the development and commercialization of battery technology and hydrogen fuel cell systems for Wabtec locomotives.

By working together with these partners and others, we are developing advanced solutions for the industry to realize the zero-emission rail network of the future.

We will continue to lead the way with technologies that use less energy, reduce weight and size, and increase recyclability.

We plan to invest in bringing new technologies to market for our customers.

A significant portion of our investment will be focused on three customer-centric areas of innovation: zero-emissions operations, automation and digitization and advanced supply chain visibility.

These investments will position our customers for success and make these technologies the standard going forward.

- Grow and refresh expansive installed base. We are a leading transportation and component manufacturer with a significant installed base with expansive product and service capabilities.

We have over 23,000 locomotives in service, the majority of which are equipped with Digital technologies, like Positive Train Control.

We have components on rail cars in over 100 countries and over 45,000 railway vehicles equipped with Wabtec braking systems.

- Lead the decarbonization of rail. We have taken significant steps to decarbonize global transport and make our world safer, smarter and greener.

Today, rail represents the cleanest, most energy efficient and safest mode of moving freight and people on land.

As global demands for growth increase, current trends indicate that freight and passenger rail activity will more than double by 2050, leading to an increased demand for sustainable transportation of people and goods.

These converging forces highlight the critical interplay between market dynamics, the need for decarbonization and Wabtec’s business strategy.

Wabtec is leading the transition to a more utilized, efficient, and low-carbon rail network.

Alternative clean energy technologies are critical in the fight against climate change and reducing greenhouse gas emissions.

We are helping our customers reduce their overall carbon footprint through the development of low-emitting locomotives like our Tier 4 and battery-electric locomotives, Trip Optimizer, Green Air and Green Friction products, and the use of alternative fuels such as biodiesel, renewable diesel, and hydrogen.

- Expand high-margin recurring revenue streams. Our expansive installed base allows us to generate strong recurring revenues with replacement parts and components, digital solutions, overhauls and modernizations.

- Drive continuous operational improvement. We are focused on continuous improvement to drive cost competitiveness, effectively deploy capital and accelerate Lean.

Lean is a set of principles that emphasize customer focus, elimination of waste, high quality growth and ruthless prioritization of work to improve safety, quality, delivery

and cost.

Lean is being embedded in our culture and is fundamental to how we execute our strategy.

We are using Lean principles to help examine processes and continuously improve them by solving problems at their root cause.

Our Lean transformation model focuses on driving process improvements and management systems to maximize the flow of value produced for the customer, remove waste, empower employees and optimize the enterprise.

These principles are also rigorously applied to sustainability and safety.

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.

UNIFE projected above-average growth rates in Latin America, Eastern Europe, North America, and Africa/Middle East, with the more mature markets of Western Europe, North America, and Asia Pacific accounting for the largest share of absolute growth.

UNIFE said trends such as urbanization, digitalization, legislative action and government support, and an increased focus on energy and environmental issues 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 growth in all product segments, with turnkey management projects, rolling stock, and infrastructure to grow fastest.

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

Wabtec estimates that about 3,000 new locomotives were delivered worldwide in 2020.

UNIFE estimated the global installed base of freight cars was about 5.2 million, with about 35% in North America, about 24% in Russia-CIS, and about 24% in Asia Pacific.

Wabtec estimates that about 155,000 new freight cars were delivered worldwide in 2020.

UNIFE estimated the global installed base of passenger transit vehicles to be about 620,000 units, with about 45% in Asia Pacific, about 31% in Europe and about 10% in Russia-CIS.

Wabtec estimates that about 32,000 new passenger transit vehicles were ordered worldwide in 2020.

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

UNIFE projected the accessible Western European rail market to grow at about 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 19%.

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.

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 carloads, 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.

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

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

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.

Wabtec offers products and services to help customers make ongoing investments in these initiatives.

We are also considering development of locomotives for transit services to operate in a zero emissions environment (such as a tunnel) for extended periods of time.

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

In 2020, net sales to non-U.S. customers were approximately $4.4 billion.

These products include heat exchangers and friction materials.

- Acquisitions, joint ventures and alliances. We continue to invest in acquisitions, joint ventures and alliances using a disciplined, selective approach and rigorous financial criteria.

These transactions are expected to meet our financial criteria and contribute to growth strategies of product innovation and new technologies, global expansion, and aftermarket products and services.

We believe these expansion strategies will help Wabtec to grow profitably, expand geographically, and dampen the impact from potential cycles in the North American freight rail industry.

| 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 | |

[removed: Additional information] [added: Information] with respect to legal proceedings is included in Note [removed: 19] [added: 18] of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report and incorporated by reference herein.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The registrant estimates that as of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately [removed: $10.5] [added: $15.4] billion based on the closing price on the New York Stock Exchange for such stock.

As of February [removed: 12, 2021, 188,896,023] [added: 11, 2022, 185,290,114] 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: 19, 2021] [added: 18, 2022] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#ib9ea99051ec74174bf62ca07242da492_13)] [added: [Business](#i4cc635ac6fef431fb6b1384429d43201_16)] | | | [removed: [3](#ib9ea99051ec74174bf62ca07242da492_13)] [added: [3](#i4cc635ac6fef431fb6b1384429d43201_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib9ea99051ec74174bf62ca07242da492_16)] [added: Factors](#i4cc635ac6fef431fb6b1384429d43201_22)] | | | [removed: [14](#ib9ea99051ec74174bf62ca07242da492_16)] [added: [16](#i4cc635ac6fef431fb6b1384429d43201_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib9ea99051ec74174bf62ca07242da492_19)] [added: Comments](#i4cc635ac6fef431fb6b1384429d43201_25)] | | | [removed: [22](#ib9ea99051ec74174bf62ca07242da492_19)] [added: [25](#i4cc635ac6fef431fb6b1384429d43201_25)] | | |

| Item 2. | | | [removed: [Properties](#ib9ea99051ec74174bf62ca07242da492_22)] [added: [Properties](#i4cc635ac6fef431fb6b1384429d43201_28)] | | | [removed: [23](#ib9ea99051ec74174bf62ca07242da492_22)] [added: [26](#i4cc635ac6fef431fb6b1384429d43201_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib9ea99051ec74174bf62ca07242da492_25)] [added: Proceedings](#i4cc635ac6fef431fb6b1384429d43201_31)] | | | [removed: [23](#ib9ea99051ec74174bf62ca07242da492_25)] [added: [26](#i4cc635ac6fef431fb6b1384429d43201_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib9ea99051ec74174bf62ca07242da492_28)] [added: Disclosures](#i4cc635ac6fef431fb6b1384429d43201_34)] | | | [removed: [23](#ib9ea99051ec74174bf62ca07242da492_28)] [added: [26](#i4cc635ac6fef431fb6b1384429d43201_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib9ea99051ec74174bf62ca07242da492_37)] [added: Securities](#i4cc635ac6fef431fb6b1384429d43201_40)] | | | [removed: [24](#ib9ea99051ec74174bf62ca07242da492_37)] [added: [27](#i4cc635ac6fef431fb6b1384429d43201_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib9ea99051ec74174bf62ca07242da492_43)] [added: Operations](#i4cc635ac6fef431fb6b1384429d43201_46)] | | | [removed: [26](#ib9ea99051ec74174bf62ca07242da492_43)] [added: [29](#i4cc635ac6fef431fb6b1384429d43201_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib9ea99051ec74174bf62ca07242da492_58)] [added: Risk](#i4cc635ac6fef431fb6b1384429d43201_61)] | | | [removed: [40](#ib9ea99051ec74174bf62ca07242da492_58)] [added: [44](#i4cc635ac6fef431fb6b1384429d43201_61)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib9ea99051ec74174bf62ca07242da492_61)] [added: Data](#i4cc635ac6fef431fb6b1384429d43201_64)] | | | [removed: [40](#ib9ea99051ec74174bf62ca07242da492_61)] [added: [45](#i4cc635ac6fef431fb6b1384429d43201_64)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib9ea99051ec74174bf62ca07242da492_64)] [added: Disclosure](#i4cc635ac6fef431fb6b1384429d43201_67)] | | | [removed: [40](#ib9ea99051ec74174bf62ca07242da492_64)] [added: [45](#i4cc635ac6fef431fb6b1384429d43201_67)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib9ea99051ec74174bf62ca07242da492_67)] [added: Procedures](#i4cc635ac6fef431fb6b1384429d43201_70)] | | | [removed: [40](#ib9ea99051ec74174bf62ca07242da492_67)] [added: [45](#i4cc635ac6fef431fb6b1384429d43201_70)] | | |

| Item 9B. | | | [Other [removed: Information](#ib9ea99051ec74174bf62ca07242da492_70)] [added: Information](#i4cc635ac6fef431fb6b1384429d43201_73)] | | | [removed: [41](#ib9ea99051ec74174bf62ca07242da492_70)] [added: [45](#i4cc635ac6fef431fb6b1384429d43201_73)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib9ea99051ec74174bf62ca07242da492_76)] [added: Governance](#i4cc635ac6fef431fb6b1384429d43201_79)] | | | [removed: [41](#ib9ea99051ec74174bf62ca07242da492_76)] [added: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib9ea99051ec74174bf62ca07242da492_76)] [added: Compensation](#i4cc635ac6fef431fb6b1384429d43201_79)] | | | [removed: [41](#ib9ea99051ec74174bf62ca07242da492_76)] [added: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib9ea99051ec74174bf62ca07242da492_76)] [added: Matters](#i4cc635ac6fef431fb6b1384429d43201_79)] | | | [removed: [41](#ib9ea99051ec74174bf62ca07242da492_76)] [added: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib9ea99051ec74174bf62ca07242da492_76)] [added: Independence](#i4cc635ac6fef431fb6b1384429d43201_79)] | | | [removed: [41](#ib9ea99051ec74174bf62ca07242da492_76)] [added: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib9ea99051ec74174bf62ca07242da492_76)] [added: Services](#i4cc635ac6fef431fb6b1384429d43201_79)] | | | [removed: [41](#ib9ea99051ec74174bf62ca07242da492_76)] [added: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ib9ea99051ec74174bf62ca07242da492_82)] [added: Schedules](#i4cc635ac6fef431fb6b1384429d43201_85)] | | | [removed: [42](#ib9ea99051ec74174bf62ca07242da492_82)] [added: [47](#i4cc635ac6fef431fb6b1384429d43201_85)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib9ea99051ec74174bf62ca07242da492_211)] [added: Summary](#i4cc635ac6fef431fb6b1384429d43201_205)] | | | [removed: [86](#ib9ea99051ec74174bf62ca07242da492_211)] [added: [90](#i4cc635ac6fef431fb6b1384429d43201_205)] | | |

| Item 6. | | | [\[Reserved\]](#i4cc635ac6fef431fb6b1384429d43201_43) | | | [28](#i4cc635ac6fef431fb6b1384429d43201_43) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i4cc635ac6fef431fb6b1384429d43201_1649267443638) | | | [45](#i4cc635ac6fef431fb6b1384429d43201_1649267443638) | | |

| Item 6. | | | [Selected Financial Data](#ib9ea99051ec74174bf62ca07242da492_40) | | | [25](#ib9ea99051ec74174bf62ca07242da492_40) | | |

The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, [removed: 2020.][added: 2021.]

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

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February [removed: 12, 2021,] [added: 11, 2022,] there were [removed: 188,896,023] [added: 185,290,114] shares of Common Stock outstanding held by [removed: 119,046] [added: approximately 109,650] holders of record.

The graph below compares the total stockholder return through December 31, [removed: 2020,] [added: 2021,] of Wabtec’s common stock to (i) the S&P [removed: 500,] [added: 500 and] (ii) our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, [removed: American Axle & Manufacturing Holdings,] AMETEK, [removed: Arconic,] CSX, [removed: Dana,] [added: Cummins,] Dover, [removed: Flowserve,] [added: Emerson Electric,] Fortive, [added: Howmet Aerospace,] Illinois Tool Works, [removed: Navistar International,] Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, [removed: Tenneco,] Terex, Textron, [removed: WABCO,] [added: The Greenbrier Companies, Trinity Industries,] and Xylem.

[removed: ][added: ]

(1) On February [removed: 11, 2021,] [added: 10, 2022,] the Board of Directors increased its stock repurchase authorization to increase the amount available for stock repurchases to [removed: $500] [added: $750] million of the Company’s outstanding shares.

This new stock repurchase authorization supersedes the previous authorization of $500 million, of which [removed: $292.5] [added: $151] million [removed: remained.][added: remained at the reauthorization date.]

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

The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of Directors, currently at a rate of approximately $111 million annually.

The declaration and payment of future dividends are at the discretion of the Board of Directors.

| October 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 300 | |

| November 2021 | | | | | | 1,048,036 | | | | | | $ | 95.40 | | | | | 1,048,036 | | | | | | $ | 200 | |

| December 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 200 | |

| Total quarter ended December 31, 2021 | | | | | | 1,048,036 | | | | | | $ | 95.40 | | | | | 1,048,036 | | | | | | $ | 200 | |

| 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 | |

Not applicable.

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: 2020.][added: 2021.]

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: 2020,] [added: 2021,] 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: 46.][added: [51](#i4cc635ac6fef431fb6b1384429d43201_88) and is incorporated by reference herein.]

Ernst & Young LLP's attestation report on internal control over financial reporting appears on page [removed: 49.][added: [54](#i4cc635ac6fef431fb6b1384429d43201_94) and is incorporated by reference herein.]

PART III

Items 10 through 14.

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 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, 2020.

Information relating to the executive officers of the Company is set forth in Part I.

Wabtec has adopted a Code of Business Conduct and Ethics which is applicable to our executive officers.

This Code of Business Conduct and Ethics is posted on our website at *www.wabteccorp.com*.

In the event that we make any amendments to or waivers from this code, we will disclose the amendment or waiver and the reasons for such on our website.

This table provides aggregate information as of December 31, 2020 concerning equity awards under Wabtec’s compensation plans and arrangements.

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

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

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

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

| Equity compensation plans not approved by shareholders | | | | | | — | | | | | | — | | | | | | — | | |

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

PART IV

Not applicable.

PART III

Items 10 through 14.

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 18, 2022, 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, 2021.

Information relating to the executive officers of the Company is set forth in Part I.

Wabtec has adopted a Code of Business Conduct and Ethics which is applicable to all of our employees, including our executive officers.

This Code of Business Conduct and Ethics is posted on our website at *www.wabteccorp.com*.

In the event that we make any amendments to or waivers from this code, we will disclose the amendment or waiver and the reasons for such on our website.

This table provides aggregate information as of December 31, 2021 concerning equity awards under Wabtec’s compensation plans and arrangements.

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

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

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

| Equity compensation plans approved by shareholders | | | | | | 1,267,169 | | | | | | $ | 75.40 | | | | | 6,399,200 | | |

| Equity compensation plans not approved by shareholders | | | | | | — | | | | | | — | | | | | | — | | |

| Total | | | | | | 1,267,169 | | | | | | $ | 75.40 | | | | | 6,399,200 | | |

PART IV

| | | | | | |

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

| | | | [Management’s Reports to Westinghouse Air Brake Technologies Corporation [removed: Shareholders](#ib9ea99051ec74174bf62ca07242da492_85)] [added: Shareholders](#i4cc635ac6fef431fb6b1384429d43201_88)] | | | [removed: [46](#ib9ea99051ec74174bf62ca07242da492_85)] [added: [51](#i4cc635ac6fef431fb6b1384429d43201_88)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ib9ea99051ec74174bf62ca07242da492_88)] [added: Firm](#i4cc635ac6fef431fb6b1384429d43201_91) (PCAOB ID: 42, Pittsburgh, Pennsylvania)] | | | [removed: [47](#ib9ea99051ec74174bf62ca07242da492_88)] [added: [52](#i4cc635ac6fef431fb6b1384429d43201_91)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#ib9ea99051ec74174bf62ca07242da492_91)] [added: Reporting](#i4cc635ac6fef431fb6b1384429d43201_94)] | | | [removed: [49](#ib9ea99051ec74174bf62ca07242da492_91)] [added: [54](#i4cc635ac6fef431fb6b1384429d43201_94)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 2020 and 2019](#ib9ea99051ec74174bf62ca07242da492_94)] [added: 202](#i4cc635ac6fef431fb6b1384429d43201_97)[1](#i4cc635ac6fef431fb6b1384429d43201_97) [and 20](#i4cc635ac6fef431fb6b1384429d43201_97)20] | | | [removed: [50](#ib9ea99051ec74174bf62ca07242da492_94)] [added: [55](#i4cc635ac6fef431fb6b1384429d43201_97)] | | |

| | | | [Consolidated Statements of Income for the three years ended December 31, [removed: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_100)] [added: 202](#i4cc635ac6fef431fb6b1384429d43201_103)[1](#i4cc635ac6fef431fb6b1384429d43201_103)[, 20](#i4cc635ac6fef431fb6b1384429d43201_103)[20](#i4cc635ac6fef431fb6b1384429d43201_103) [and 201](#i4cc635ac6fef431fb6b1384429d43201_103)9] | | | [removed: [51](#ib9ea99051ec74174bf62ca07242da492_100)] [added: [56](#i4cc635ac6fef431fb6b1384429d43201_103)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_103)] [added: 202](#i4cc635ac6fef431fb6b1384429d43201_106)[1](#i4cc635ac6fef431fb6b1384429d43201_106)[, 20](#i4cc635ac6fef431fb6b1384429d43201_106)[20](#i4cc635ac6fef431fb6b1384429d43201_106) [and 201](#i4cc635ac6fef431fb6b1384429d43201_106)9] | | | [removed: [52](#ib9ea99051ec74174bf62ca07242da492_103)] [added: [57](#i4cc635ac6fef431fb6b1384429d43201_106)] | | |

| | | | [Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_106)] [added: 202](#i4cc635ac6fef431fb6b1384429d43201_109)[1](#i4cc635ac6fef431fb6b1384429d43201_109)[, 20](#i4cc635ac6fef431fb6b1384429d43201_109)[20](#i4cc635ac6fef431fb6b1384429d43201_109) [and 201](#i4cc635ac6fef431fb6b1384429d43201_109)9] | | | [removed: [53](#ib9ea99051ec74174bf62ca07242da492_106)] [added: [58](#i4cc635ac6fef431fb6b1384429d43201_109)] | | |

| | | | [Consolidated Statements of Shareholders’ Equity for the three years ended December 31, [removed: 2020, 2019 and 2018](#ib9ea99051ec74174bf62ca07242da492_112)] [added: 202](#i4cc635ac6fef431fb6b1384429d43201_112)[1](#i4cc635ac6fef431fb6b1384429d43201_112)[, 20](#i4cc635ac6fef431fb6b1384429d43201_112)[20](#i4cc635ac6fef431fb6b1384429d43201_112) [and 201](#i4cc635ac6fef431fb6b1384429d43201_112)9] | | | [removed: [54](#ib9ea99051ec74174bf62ca07242da492_112)] [added: [59](#i4cc635ac6fef431fb6b1384429d43201_112)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ib9ea99051ec74174bf62ca07242da492_118)] [added: Statements](#i4cc635ac6fef431fb6b1384429d43201_118)] | | | [removed: [55](#ib9ea99051ec74174bf62ca07242da492_118)] [added: [60](#i4cc635ac6fef431fb6b1384429d43201_118)] | | |

| | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#ib9ea99051ec74174bf62ca07242da492_208)] [added: Accounts](#i4cc635ac6fef431fb6b1384429d43201_202)] | | | [removed: [86](#ib9ea99051ec74174bf62ca07242da492_208)] [added: [90](#i4cc635ac6fef431fb6b1384429d43201_202)] | | |

| 2.2 | | | [Amendment No. 1 to [removed: 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] [added: Shareholder's] Agreement among Financiere](http://www.sec.gov/Archives/edgar/data/943452/000119312516747971/d171024dex23.htm) Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016 | | | 14 | | |

| 3.2 | | | [Certificate of Amendment of Restated Certificate of Incorporation dated May 14, [removed: 2013](http://www.sec.gov/Archives/edgar/data/943452/000119312519241107/d800879dex31.htm)] [added: 2013](http://www.sec.gov/Archives/edgar/data/943452/000119312513221862/d539211dex31.htm)] | | | 11 | | |

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

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

| 4.18 | | | [Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of [removed: 1934](#ib9ea99051ec74174bf62ca07242da492_1)] [added: 1934](#i4cc635ac6fef431fb6b1384429d43201_1)] | | | 1 | | |

| 10.5 | | | [Westinghouse Air Brake Technologies Corporation [removed: 2000 Stock] [added: 20](http://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm)[00](http://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm) [Stock] Incentive Plan, [removed: as](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_49)] [added: as](http://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm)] [Westinghouse Air Brake Technologies Corporation [removed: 2000 Stock] [added: 20](http://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm)[00](http://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm) [Stock] Incentive Plan, as amended [removed: *](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)] [added: *](http://www.sec.gov/Archives/edgar/data/943452/000119312512094184/d309440ds8pos.htm)] [*](http://www.sec.gov/Archives/edgar/data/943452/000119312506079330/ddef14a.htm) | | | [removed: 4] [added: 33] | | |

| 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,] as further [removed: 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)] [added: amended*](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)] | | | 5 | | |

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

| [removed: 10.17] [added: 10.20] | | | [Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies Corporation, dated as of February 13, 2019](http://www.sec.gov/Archives/edgar/data/943452/000162828019006382/wabex101q12019.htm) | | | 24 | | |

| [removed: 10.18] [added: 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) | | | 24 | | |

| [removed: 10.19] [added: 10.22] | | | [removed: [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] [added: [Severance Agreement of] Rafael Santana dated as [removed: of](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm) [May] [added: of May] 26, 2020](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm) | | | 26 | | |

| [removed: 10.20] [added: 10.23] | | | [Transition Agreement of Scott Wahlstrom dated as of November 25, [removed: 2020](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex1020-10k2020.htm)] [added: 2020](http://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex1020-10k2020.htm)] | | | [removed: 1] [added: 32] | | |

| 21.0 | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex210-10k2020.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex210-10k2021.htm)] | | | 1 | | |

| 22.0 | | | [List of Subsidiary [removed: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex220-10k2020.htm)] [added: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex220-10k2021.htm)] | | | 1 | | |

| 23.1 | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex231-10k2020.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex231-10k2021.htm)] | | | 1 | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex311-10k2020.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex311-10k2021.htm)] | | | 1 | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex312-10k2020.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex312-10k2021.htm)] | | | 1 | | |

| 32.1 | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828021002557/wabex321-10k2020.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex321-10k2021.htm)] | | | 1 | | |

The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting [removed: standards.][added: principles.]

Based on its assessment, Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria in Internal Control-Integrated Framework issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Westinghouse Air Brake Technologies Corporation (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, cash flows and shareholders' equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15.(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 19, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company has long-term customer arrangements involving the design and production of highly engineered products that require revenue to be recognized over time. The Company uses input-based measures for determining the amount of revenue, cost and gross margin to recognize over time for these customer arrangements. The input methods used for these arrangements include costs of material and labor. During the year ended December 31, [removed: 2020,] [added: 2021,] a material amount of the Company's total revenues were derived from performance obligations that are satisfied over time. Auditing the Company's measurement of revenue recognized over time on long-term contracts is especially challenging because it involves subjective management assumptions regarding the estimated remaining costs of the long-term contract that could span several years. These assumptions could be impacted by the future cost of materials, labor availability and productivity, complexity of the work to be performed, and the performance of suppliers, customers and subcontractors that may be associated with the contract and may be affected by future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to recognize revenue over time on long-term contracts, including controls over management’s review of the significant underlying assumptions described above. Our audit procedures also included, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in management's calculations. This included, for example, inspection of the executed [removed: contract] [added: contracts] and testing management's cost estimates by comparing the inputs to the Company’s historical data or experience for similar contracts, the performance of sensitivity analysis and the performance of retrospective review analysis of prior management cost estimates to actual costs incurred for completed contracts. In addition, for a sample of contracts, we involved our construction and engineering specialists to assist in our evaluation of management’s cost estimates at completion. | | |

We have audited Westinghouse Air Brake Technologies Corporation’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Westinghouse Air Brake Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes and financial statement schedule listed in the Index at Item 15.(2) and our report dated February [removed: 19, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

| | | | | | | [added: | | | | | | | | | | | |] December 31, | | | | | | | | | [added: | | | | | | | | | | | |]

| 4.19 | | | [Base Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-1.htm) [T](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-1.htm)[rustee](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-1.htm) | | | 27 | | |

| 4.20 | | | [First Supplemental Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm) [T](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm)[rustee](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm) | | | 27 | | |

| 4.21 | | | [Form of 1.250% Notes due 2027 (included in Exhibit](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm) [4.20](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm) [hereof).](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm) | | | 27 | | |

| 10.17 | | | [Second Amendment to Credit Agreement, dated as of April 22, 2021, 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/0000943452/000114036121014771/brhc10023712_ex10-1.htm) | | | 28 | | |

| 10.18 | | | [Third Amendment to Credit Agreement, dated as of December 29, 2021, 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/0000943452/000114036122000657/brhc10032558_ex10-1.htm) | | | 29 | | |

| 10.19 | | | [Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated October 21, 2021](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121035452/brhc10030064_ex99-1.htm) | | | 30 | | |

| 10.24 | | | [Employment Continuation Agreement of John A. Olin, dated September 14, 2021](http://www.sec.gov/Archives/edgar/data/943452/000162828021020615/wabex101q32021.htm) | | | 31 | | |

| 10.25 | | | [Transition Agreement of Patrick A. Dugan, dated as of September 9, 2021](http://www.sec.gov/Archives/edgar/data/943452/000162828021020615/wabex102q32021.htm) | | | 31 | | |

| 27 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated June 2, 2021 | | |

| 28 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated April 28, 2021 | | |

| 29 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated January 5, 2022 | | |

| 30 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated October 21, 2021 | | |

| | | | | | |

| 31 | | | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended September 30, 2021. | | |

| | | | | | |

| 32 | | | Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 19, 2021. | | |

| | | | | | |

| 33 | | | Filed as an exhibit to the Company's Registration Statement on Form S-8 (File No. 033-90866), dated March 2, 2012. | | |

| | | | | | |

Management has excluded Nordco from its assessment of internal controls over financial reporting as of December 31, 2021 because the Company acquired Nordco effective March 31, 2021.

Nordco is a subsidiary whose total assets and customer revenues represents 2.5% and 1.8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

| | | | | | |

February 17, 2022

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 Nordco, which is included in the 2021 consolidated financial statements of the Company and constituted 2.5% of total assets as of December 31, 2021 and 1.8% of net sales 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 Nordco.

February 17, 2022

| Assets | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | 473 | | | | | $ | 599 | |

| Accounts receivable | | | | | | 1,085 | | | | | | 969 | | |

| Unbilled accounts receivable | | | | | | 392 | | | | | | 443 | | |

| Inventories | | | | | | 1,689 | | | | | | 1,642 | | |

| Property, plant and equipment, net | | | | | | 1,497 | | | | | | 1,601 | | |

| Goodwill | | | | | | 8,587 | | | | | | 8,485 | | |

| Other intangible assets, net | | | | | | 3,705 | | | | | | 3,869 | | |

| Other noncurrent assets | | | | | | 833 | | | | | | 619 | | |

| Total noncurrent assets | | | | | | 14,622 | | | | | | 14,574 | | |

| Liabilities | | | | | | | | | | | | | | |

| Accounts payable | | | | | | $ | 1,012 | | | | | $ | 909 | |

| Customer deposits | | | | | | 629 | | | | | | 643 | | |

| Accrued compensation | | | | | | 335 | | | | | | 242 | | |

February 19, 2021

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

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

| Unbilled accounts receivables | | | | | | 443.2 | | | | | | 514.0 | | |

| Inventories | | | | | | 1,642.1 | | | | | | 1,773.1 | | |

| Goodwill | | | | | | 8,485.2 | | | | | | 8,360.6 | | |

| Other intangibles, net | | | | | | 3,869.2 | | | | | | 4,104.0 | | |

| Total other assets | | | | | | 12,973.1 | | | | | | 13,096.3 | | |

| Accounts payable | | | | | | $ | 909.4 | | | | | $ | 1,157.5 | |

| Customer deposits | | | | | | 642.7 | | | | | | 604.2 | | |

| Accrued compensation | | | | | | 242.3 | | | | | | 343.8 | | |

| Accrued warranty | | | | | | 240.1 | | | | | | 226.5 | | |

| Common stock, $.01 par value; 500.0 shares authorized: 226.9 and 226.9 shares issued and 188.9 and 191.7 outstanding at December 31, 2020 and 2019, respectively | | | | | | 2.0 | | | | | | 2.0 | | |

| Retained earnings | | | | | | 3,588.9 | | | | | | 3,267.0 | | |

| Total Equity | | | | | | 10,152.7 | | | | | | 9,993.6 | | |

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

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

| Sales of goods | | | | | | $ | 6,233.3 | | | | | $ | 6,907.9 | | | | | $ | 4,178.0 | |

| Sales of services | | | | | | 1,322.8 | | | | | | 1,292.1 | | | | | | 185.5 | | |

| Total net sales | | | | | | 7,556.1 | | | | | | 8,200.0 | | | | | | 4,363.5 | | |

| Cost of goods | | | | | | (4,629.4) | | | | | | (5,128.4) | | | | | | (2,973.5) | | |

| Cost of services | | | | | | (789.6) | | | | | | (793.6) | | | | | | (156.1) | | |

| Total cost of sales | | | | | | (5,419.0) | | | | | | (5,922.0) | | | | | | (3,129.6) | | |

| Gross profit | | | | | | 2,137.1 | | | | | | 2,278.0 | | | | | | 1,233.9 | | |

| Engineering expenses | | | | | | (162.1) | | | | | | (209.9) | | | | | | (87.5) | | |

| Amortization expense | | | | | | (282.4) | | | | | | (238.4) | | | | | | (39.8) | | |

| Total operating expenses | | | | | | (1,392.6) | | | | | | (1,614.9) | | | | | | (760.5) | | |

| Income from operations | | | | | | 744.5 | | | | | | 663.1 | | | | | | 473.4 | | |

| Interest expense, net | | | | | | (198.9) | | | | | | (219.1) | | | | | | (112.2) | | |

| Income before income taxes | | | | | | 557.2 | | | | | | 446.8 | | | | | | 367.6 | | |

| Income tax expense | | | | | | (144.9) | | | | | | (120.3) | | | | | | (75.9) | | |

| Net income | | | | | | 412.3 | | | | | | 326.5 | | | | | | 291.7 | | |

| Net income | | | | | | $ | 412.3 | | | | | $ | 326.5 | | | | | $ | 291.7 | |

| Depreciation and amortization | | | | | | 473.3 | | | | | | 401.4 | | | | | | 109.3 | | |

| Deferred income taxes | | | | | | 29.4 | | | | | | (27.3) | | | | | | (5.3) | | |

| Inventories | | | | | | 180.8 | | | | | | 255.9 | | | | | | (108.9) | | |

| Accounts payable | | | | | | (269.0) | | | | | | (144.3) | | | | | | 48.8 | | |

| Payments of debt | | | | | | (4,077.3) | | | | | | (3,423.6) | | | | | | (1,454.0) | | |

| (Decrease) increase in cash | | | | | | (5.5) | | | | | | (1,738.1) | | | | | | 2,108.9 | | |

| In millions, except share and per share data | | | | | | Shares | | | | | | Amount | | | | | | Capital | | | | | | Shares | | | | | | Amount | | | | | | Earnings | | | | | | Comprehensive Loss | | | | | | Interest | | | | | | Total | | |

| Date: | | | February [removed: 19, 2021] [added: 17, 2022] | | | By: | | | /S/ RAFAEL SANTANA | | |

| By | | | /S/ ALBERT J. NEUPAVER | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ RAFAEL SANTANA | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| | | | Rafael [removed: Santana] [added: Santana,] President and Chief Executive Officer and Director (Principal Executive Officer) | | | | | |

| | | | [removed: Patrick D. Dugan, Executive] [added: John A. Olin, Executive] Vice President [removed: Finance] and Chief Financial Officer (Principal Financial Officer) | | | | | |

| By | | | /S/ JOHN A. MASTALERZ | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ WILLIAM E. KASSLING | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ LEE BANKS | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ LEE B. FOSTER, II | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ LINDA A. HARTY | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ BRIAN P. HEHIR | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ MICHAEL W. D. HOWELL | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ ANN R. KLEE | | | February [removed: 19, 2021] [added: 17, 2022] | | |

| By | | | /S/ JOHN A. OLIN | | | February 17, 2022 | | |

| By | | | /S/ BYRON FOSTER | | | February 17, 2022 | | |

| | | | Byron Foster, Director | | | | | |

| | | | | | | | | |

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

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

| By | | | /S/ PATRICK D. DUGAN | | | February 19, 2021 | | |

| By | | | /S/ ERWAN FAIVELEY | | | February 19, 2021 | | |

| | | | Erwan Faiveley, Director | | | | | |