Westinghouse Air Brake Technologies (WAB) 10-K risk factor changes: FY2022 vs FY2021

We operate in a global, competitive marketplace and face substantial competition from a limited number of established competitors, some of which may have greater financial resources than we do, may have a more extensive low-cost sourcing [removed: strategy and presence in low-cost regions than we do or may receive significant governmental support.]

Price competition is strong and, coupled with the existence of a number of [removed: cost conscious] [added: cost-conscious] customers with significant negotiating power, has historically limited our ability to increase prices.

In addition to price, competition is based on product performance and technological leadership, quality, reliability of [removed: delivery] [added: delivery,] and customer service and support.

To the extent that future funding for proposed public projects is curtailed or withdrawn altogether as a result of changes in political, economic, [removed: fiscal] [added: fiscal,] or other conditions beyond our control, such projects may be delayed or canceled, resulting in a potential loss of business for us, including transit aftermarket and new transit car orders.

For example, although the [removed: Company saw no material cancellations of backlog during the year ended December 31, 2021, the] economic slowdown [removed: that was] caused by COVID-19 did [added: not result in any material cancellations of the Company's backlog, it did] impact the timing of some orders in backlog [removed: as] [added: as, in certain cases,] the delivery of goods and services [removed: previously expected to be completed in the current year] were pushed out [removed: to subsequent periods.][added: from their original timelines.]

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 [removed: cyber attacks,] [added: cyber-attacks,] disease outbreak, fires, earthquakes, explosions, floods, tornadoes, hurricanes or weather conditions.

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

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

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 [removed: 2022] [added: 2023] and beyond.

A [removed: growing] [added: significant] portion of our sales may be derived from our international operations, which exposes us to certain risks inherent in doing business on an international level.

For the fiscal year ended December 31, [removed: 2021,] [added: 2022,] approximately [removed: 60%] [added: 55%] of our consolidated net sales were to customers outside of the United States.

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, [removed: Kazakhstan,] [added: Kazakhstan/Commonwealth of Independent States ("CIS"),] Macedonia, Mexico, the Netherlands, Poland, [removed: Russia,] Spain, South Africa, Turkey, and the United Kingdom.

We may incur increased costs [added: or margin degradation] due to fluctuations in interest rates and foreign currency exchange [removed: rates][added: rates.]

We may seek to minimize these risks through the use of interest rate swap contracts and [removed: currency hedging agreements.]

We have substantial operations located in emerging markets, such as Brazil, India, [removed: Kazakhstan, the Russian Federation] and [removed: Ukraine.][added: Kazakhstan.]

We may be exposed to raw material shortages, supply [removed: shortages and] [added: shortages,] fluctuations in raw material, energy and commodity [removed: prices.][added: prices, and inflationary pressure.]

The costs of these raw materials have been volatile historically and are influenced by factors that are outside our [removed: control.][added: control, including inflationary pressure.]

[added: 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.

In addition, our manufacturing operations [added: and products] are subject to safety, operations, maintenance and mechanical standards, rules and regulations enforced by various federal and state agencies and industry organizations both domestically and internationally.

We are subject to a variety of increasingly stringent environmental laws and regulations governing [removed: discharges to] air [removed: and] [added: emissions, discharges into] water, [added: chemical] substances in products, the [added: use,] handling, [removed: storage] [added: storage,] and disposal of hazardous [added: substances] or [removed: solid] waste [removed: materials and] [added: materials, as well as] the remediation of contamination associated with releases of hazardous substances.

In addition, certain of our products are subject to extensive, and increasingly stringent, statutory and regulatory requirements governing, *e.g.*, emissions and noise, including standards imposed by the U.S. Environmental Protection Agency, [removed: the European Union and other regulatory agencies around the world.]

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 [removed: operations.][added: operations and products.]

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

The [removed: company’s production] [added: Company’s manufacturing] and [removed: processing] [added: service] operations typically result in emissions of greenhouse gases.

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

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

For instance, [added: during 2021,] one of our vendors publicly disclosed vulnerabilities in its operating system that we use for certain Wabtec products.

Such an event could result in decreased revenues and increased capital, insurance or operating costs, including the increased costs of security to protect the [added: Company’s infrastructure, among other results.]

At December 31, [removed: 2021,] [added: 2022,] we had total debt of [removed: $4.1] [added: $4.0] billion, primarily related to Senior Notes.

Moreover, our [added: Restated] Credit Agreement and the indentures governing our [removed: senior notes] [added: Senior Notes] permit us to incur substantial additional indebtedness, which may further contribute to, or exacerbate the impact of, the foregoing impacts.

The indentures for our outstanding [removed: senior notes] [added: Senior Notes] and our [added: Restated] Credit Agreement contain various covenants that limit our management’s discretion in the operation of our businesses.

Our [added: Restated] Credit Agreement subjects us to customary (i) affirmative covenants, including requirements with respect to certain reporting obligations on us and our subsidiaries, and (ii) negative covenants, including limitations on: indebtedness; liens; restricted payments; fundamental changes (including certain changes in control); business activities; transactions with affiliates; restrictive agreements; changes in fiscal year; and use of proceeds.

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 [removed: 3.25 to 1.00] [added: 3.5] or [removed: less; provided that, in the second quarter of 2021, the Credit Agreement was amended so that we may, upon our request, increase the maximum Leverage Ratio to (x) 3.75 to 1.00 at the end of the fiscal quarter in which our acquisition of Nordco was consummated and each of the three fiscal quarters immediately following such fiscal quarter and (y)][added: less.]

strategy and presence in low-cost regions than we do, or may receive significant governmental support.

acceptable to us.

- potential reputational harm associated with doing business in certain countries;

currency hedging agreements.

The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.

Given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as those arising from the current conflict between Russia and Ukraine, has and may continue to adversely affect our business and results of operations.

The broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical shifts; disruptions to transportation and distribution routes, or strategic decisions to alter certain routes; potential retaliatory action by the Russian government against companies, including us, including nationalization of foreign businesses and/or assets in Russia; increased tensions between the United States and countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.

Additionally, Wabtec has operations and a strategic joint venture in Kazakhstan that have continued operating but have incurred supply, distribution and currency impacts as an indirect result from the Russian invasion of Ukraine.

To date, the operations in Kazakhstan have not been significantly impacted by the ongoing conflict outside of the overall unfavorable impact to economic conditions; however, the future impact to these operations cannot be predicted.

To the extent the current conflict between Russia and Ukraine adversely affects our business, particularly in Russia and Kazakhstan, it may also have the effect of heightening many other risks disclosed in this Annual Report, any of which could materially and adversely affect our business and results of operations.

Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation and business spending; disruptions to our global technology infrastructure, including through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; our ability to maintain or increase our prices, our ability to implement and execute our business strategy, disruptions in global supply chains, our exposure to foreign currency fluctuations, and constraints, volatility, or disruption in the capital markets, difficulty staffing and managing impacted operations, and the recoverability of assets in the region.

the European Union and other regulatory agencies around the world.

Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate action and greenhouse gas emissions, supply chain due diligence, human capital management, and diversity, equity and inclusion.

We make statements about our ESG goals and initiatives through information provided in reports that we file or furnish with the Securities and

Exchange Commission, on our website, in press statements, and in other communications, including through our Sustainability Reports.

Our response to these ESG considerations and the implementation of these goals and initiatives involves risks and uncertainties, including those described under “Forward-Looking Statements,” and such response may be impacted by factors that are outside our control.

In addition, some stakeholders may disagree with our goals and initiatives and the focus of stakeholders may change and evolve over time.

Stakeholders also may have different views on the relative prioritization of the Company's ESG focus, including differing views of regulators in various jurisdictions in which we operate.

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition, and stock price.

Additionally, during 2022, the Company detected a cyber-security incident which impacted the Company’s network.

The Company promptly activated incident response protocols and completed a thorough investigation.

The incident did not have a material impact on our business, operations or financial results.

All terms are as defined in the Restated Credit Agreement.

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

Any such improper acts could

Further, when or if these impacts may occur cannot be assessed until legislative policy is more developed and specific legislative proposals begin to take shape.

Company’s infrastructure, among other results.

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.

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

In [removed: 2021,] [added: 2022,] approximately [removed: 60%] [added: 55%] of the Company’s net sales came from customers outside the U.S.

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

[removed: As such, our] [added: Our] operating results are largely dependent on the level of activity, financial condition and capital spending plans of railroads and passenger transit agencies around the world, and transportation equipment manufacturers who serve those markets.

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

In general, trends such as [removed: increasing urbanization, a focus on] [added: urbanization and growth in developing markets,] sustainability and environmental awareness, [added: investment in technology solutions,] an aging equipment fleet, and growth in global trade are expected to drive continued investment in freight [added: rail] and [removed: transit rail.][added: passenger transit.]

We also face the possibility that [added: additional actions may be taken by governmental authorities and private industry, or] government policies may become more restrictive [added: in response to the pandemic,] especially if COVID-19 transmission rates increase in certain [removed: areas.][added: areas, which could result in curtailing operations of our plants.]

To the extent that these factors [removed: cause, or exacerbate,] [added: cause further] 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 [added: or distribute] our products effectively, our business and results of operations could be materially adversely [removed: affected, and the materially adverse impacts that we have experienced as a result of the COVID-19 pandemic could continue or worsen.][added: affected.]

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

The Company has implemented various mitigating actions [added: intended] to lessen the impact of [removed: supply chain disruptions caused by the COVID-19 pandemic.][added: these unfavorable economic conditions.]

These actions include [removed: price escalations in long-term contracts,] implementing price [added: escalations and] surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management, [added: strategically sourcing materials, reviewing and modifying distribution logistics, and accelerating integration synergies where possible, including Integration 2.0.]

The Company expects to continue to [removed: realize these] [added: incur] increased costs [removed: over the next few] [added: in future] quarters.

Uncertainty around general global economic and market conditions, [removed: exacerbated by the COVID-19 pandemic, will] [added: including fluctuations in currency exchange rates, could] have an impact on our sales and operations in [removed: 2022] [added: 2023] and beyond.

[removed: Wabtec] [added: On March 31, 2021, the Services product line of the Freight Segment] acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way [removed: equipment, on March 31, 2021, and GE Transportation, a former business unit of GE, on February 25, 2019.][added: equipment.]

For additional information related to these acquisitions refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part [removed: IV,] [added: II,] Item [removed: 15] [added: 8] of this report.

[removed: 2021] [added: 2022] COMPARED TO [removed: 2020][added: 2021]

| In millions | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales of goods | | | | | | $ | [removed: 6,205] [added: 6,459] | | | | | $ | [removed: 6,233] [added: 6,205] | |

| Sales of services | | | | | | [removed: 1,617] [added: 1,903] | | | | | | [removed: 1,323] [added: 1,617] | | |

| Total net sales | | | | | | [removed: 7,822] [added: 8,362] | | | | | | [removed: 7,556] [added: 7,822] | | |

| Cost of goods | | | | | | [removed: (4,545)] [added: (4,791)] | | | | | | [removed: (4,629)] [added: (4,545)] | | |

| Cost of services | | | | | | [removed: (908)] [added: (1,031)] | | | | | | [removed: (790)] [added: (908)] | | |

| Total cost of sales | | | | | | [removed: (5,453)] [added: (5,822)] | | | | | | [removed: (5,419)] [added: (5,453)] | | |

| Gross profit | | | | | | [removed: 2,369] [added: 2,540] | | | | | | [removed: 2,137] [added: 2,369] | | |

| Selling, general and administrative expenses | | | | | | [removed: (1,030)] [added: (1,029)] | | | | | | [removed: (948)] [added: (1,030)] | | |

| Engineering expenses | | | | | | [removed: (176)] [added: (209)] | | | | | | [removed: (162)] [added: (176)] | | |

| Amortization expense | | | | | | [removed: (287)] [added: (291)] | | | | | | [removed: (282)] [added: (287)] | | |

| Total operating expenses | | | | | | [removed: (1,493)] [added: (1,529)] | | | | | | [removed: (1,392)] [added: (1,493)] | | |

| Income from operations | | | | | | [removed: 876] [added: 1,011] | | | | | | [removed: 745] [added: 876] | | |

| Interest expense, net | | | | | | [removed: (177)] [added: (186)] | | | | | | [removed: (199)] [added: (177)] | | |

| Other income, net | | | | | | [removed: 38] [added: 29] | | | | | | [removed: 11] [added: 38] | | |

| Income before income taxes | | | | | | [removed: 737] [added: 854] | | | | | | [removed: 557] [added: 737] | | |

| Income tax expense | | | | | | [removed: (172)] [added: (213)] | | | | | | [removed: (145)] [added: (172)] | | |

| Net income | | | | | | [removed: 565] [added: 641] | | | | | | [removed: 412] [added: 565] | | |

| Less: Net [removed: (income) loss] [added: income] attributable to noncontrolling interest | | | | | | [removed: (7)] [added: (8)] | | | | | | [removed: 2] [added: (7)] | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | [removed: 558] [added: 633] | | | | | $ | [removed: 414] [added: 558] | |

The following table shows the major components of the change in net sales in [removed: 2021] [added: 2022] from [removed: 2020:][added: 2021:]

| Acquisitions | | | | | | [removed: 138] [added: 83] | | | | | | [removed: —] [added: 4] | | | | | | [removed: 138] [added: 87] | | |

| Foreign Exchange | | | | | | [removed: 23 | | | | | | 111 | | | | | | 134] [added: (62)] | | |

The following discussion compares our results for the year ended December 31, [removed: 2021] [added: 2022] to the year ended December 31, [removed: 2020.][added: 2021.]

During 2022, Wabtec achieved a multitude of accomplishments while successfully navigating volatile market conditions.

Through leveraging our installed customer base and our innovative scalable technologies, Wabtec was able to secure several key contracts globally that position the Company for long-term revenue generation.

These contracts include the largest locomotive modernization deal in rail industry history, orders for our FLXdrive battery-electric powered locomotives, international locomotive orders, as well as a North American locomotive order with a Class I railroad.

Wabtec executed on calculated market expansions through several strategic acquisitions that will allow us to leverage current and future product and service offerings for greater market share.

Wabtec continued significant progress on our sustainability initiatives as exhibited in our completed green bond allocation and with our battery electric locomotive being recognized for sustainable innovation by the Business Intelligence Group and awarded “Commercial Technology of the Year” at the Platts Global Energy Awards.

Management also launched Integration 2.0 to further poise the company for operational efficiencies into the future.

During the first quarter of 2022, Wabtec announced Integration 2.0, a three-year strategic initiative to target incremental run rate synergies estimated to be between $75 million and $90 million by 2025.

The scope of the review includes consolidating our operating footprint, reducing headcount, streamlining the end-to-end manufacturing process, restructuring the North America distribution channels, expanding operations in low-cost countries and simplifying the business through systems enablement, including the source-to-pay process.

Management will also consider additional capital investments to further simplify and streamline the business.

The Company anticipates that it will incur one-time charges of approximately $135 million to $165 million related to this initiative.

The estimate could change based on the specific programs approved or changes to the scope of the review.

During 2022, the Company incurred one-time charges related to the initiative of approximately $46 million, primarily for employee-related costs associated with site consolidations in Europe and costs related to the restructuring of the North America distribution channels.

The unfavorable global economic conditions driven by the impacts of the pandemic and supply chain disruptions, and further intensified by the Russian invasion of Ukraine, continue to have an adverse impact on our operations and business results.

Impacts for the years ended December 31, 2022, and 2021 are discussed in more detail in the Results of Operations section below.

resulting in an adverse effect on the timing of the Company’s revenue generation.

Additionally, broad-based inflation, escalation of diesel, metals, energy and other commodity costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations all continue to impact our results.

The Russian invasion of Ukraine and the resultant sanctions related to Russia and Belarus have further impacted our supply and distribution channels and caused significant price inflation which had, and are expected to continue to have, adverse effects on Wabtec’s business results.

For the year ended December 31, 2021, prior to the Russian invasion of Ukraine and the resulting imposition of various sanctions against Russia and Belarus, Wabtec had earnings of approximately $40 million attributable to customers in Russia, while earnings from customers in Ukraine and Belarus were not significant.

As of December 31, 2022 and 2021, Wabtec had approximately $14 million and $20 million of assets, respectively, related to Russian operations, which were primarily cash and inventory.

Management has determined, based on information currently available, that these assets are expected to be recoverable and therefore no impairment was recorded during 2022.

This will continue to be monitored and may result in a future impairment charge based on changes in the situation.

Management determined that inventory related to operations in Ukraine were not expected to be recoverable and were written off resulting in an insignificant charge during the first quarter of 2022.

Remaining assets related to Ukraine and those in Belarus were not significant.

Additionally, the Company has proactively built-up inventory ahead of expected growth and in response to supply chain challenges to minimize further interruption on customer orders.

Uncertainty around the economic conditions driven by the pandemic and the Russian invasion of Ukraine could result in significant adverse impacts to the Company.

Changes in trade regulations, retaliatory measures, advancements, or changes in the conflict in Ukraine could cause significant adverse impacts to our customers, suppliers, distribution channels and operating locations, and in turn could result in material adverse impacts to the business, including impairment charges from changes in estimates.

Management will continue to monitor the evolving situations but, as a result of the numerous uncertainties surrounding the pandemic, continued supply chain disruptions, labor shortages, inflation, and the Russian invasion of Ukraine, we are unable to specifically predict the extent and length of time that our business may be negatively impacted.

*Cyber Incident*

As previously announced, on June 26, 2022, we detected a cyber security incident which impacted the Company’s network.

The Company promptly activated incident response protocols, which included shutting down certain systems, and commenced an investigation of the incident.

The Company also notified law enforcement and engaged legal counsel and other third-party incident response and cybersecurity professionals.

Based on the Company's assessment, the incident has not had a material financial impact and the Company does not believe the incident will have a material impact on its business, operations or financial results.

The Company maintains cyber insurance, subject to certain deductibles and policy limitations typical for its size and industry.

During 2022, the Freight Segment made three strategic acquisitions for a combined purchase price of $89 million.

Two of the acquisitions are reported in the Digital Electronics product line and one is reported in the Services product line.

Each of the acquisitions in 2022 are individually and collectively immaterial.

The Company also made acquisitions in prior periods not listed above which are individually and collectively immaterial.

| Organic | | | | | | 752 | | | | | | 5 | | | | | | 757 | | |

| 2022 Net Sales | | | | | | $ | 6,012 | | | | | $ | 2,350 | | | | | $ | 8,362 | |

Organic sales increased $757 million which is primarily attributable to the Freight Segment driven by an increase in Services sales from higher locomotive modernizations and a larger active locomotive fleet, and an increase in Equipment sales due to higher international locomotive sales and higher mining equipment sales.

The COVID-19 pandemic has continued to impact our sales channels, supply chain, manufacturing operations, workforce and other key aspects of our operations.

The Company continues to monitor the situation and guidance from international and domestic authorities, including federal, state, and local public health authorities; however, there are numerous uncertainties, including the duration and severity of the pandemic, availability and effectiveness of vaccines, 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, suppliers and end-markets and other consequences that could negatively impact our business.

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

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

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

When necessary, we will modify our financial and operating strategies to address changes in market conditions and risks.

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

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.

strategic sourcing alignments, and accelerating integration synergies where possible.

To the extent that these factors cause instability of capital markets, supply chain disruptions including shortages of raw materials or component parts, labor availability, 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.

*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.

| 2020 Net Sales | | | | | | $ | 5,082 | | | | | $ | 2,474 | | | | | $ | 7,556 | |

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

Organic sales decreased $6 million which is primarily attributable to a net organic decrease of $4 million in the Freight Segment.

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

Other income, net, was $38 million of income in 2021 compared to $11 million of income in the same period of 2020.

The effective income tax rate was 23.2% and 26.0% in 2021 and 2020, respectively.

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.

| Equipment | | | | | | (229) | | |

| Services | | | | | | 227 | | |

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 that have caused order delays but have not resulted in order cancellations.

The decrease is primarily due to favorable product mix, productivity and synergies and lower restructuring costs partially offset by increased metals, transportation and labor costs.

Cost of sales as a percentage of sales was 68.2% and 70.7% for the years ended December 31, 2021 and 2020, respectively, representing a 2.5 percentage point decrease which also benefited from improved absorption of fixed costs.

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

Restructuring and transaction costs included in SG&A were $1 million and $46 million for the years ended December 31, 2021 and 2020, respectively, and were primarily for headcount actions and footprint rationalization as part of the integration of GE Transportation.

Transit segment organic sales decreased $2 million due to supply chain issues and disruptions caused by the COVID-19 pandemic.

Transit Segment cost of sales for the year ended December 31, 2021 increased by $56 million, or 3.1%, to $1.88 billion compared to the same period in 2020.

Cost of sales as a percentage of sales was 72.8% and 73.8% for the years ended December 31, 2021 and 2020, respectively, representing a 1.0 percentage point decrease which also benefited from improved operational efficiency and the impact that the COVID-19 pandemic had on margins in 2020.

Cost of sales for the years ended December 31, 2021 and 2020 included $45 million and $14 million of restructuring costs, respectively, primarily for footprint rationalization in Europe.

The increase is primarily due to higher employee compensation and benefit costs and the effect of foreign exchange rates.

Restructuring and transaction costs included within SG&A were $14 million for both years ended December 31, 2021 and 2020 and were primarily for headcount actions and footprint rationalization in Europe.

Engineering expense increased $4 million due to investments in new technology, and amortization expense remained consistent year over year.

- favorable change in accrued liabilities and customer deposits of $175 million, which related to approximately $120 million of cash payments made during 2020 for costs related to the GE Transportation acquisition, higher incentive compensation accruals and timing of severance accruals related to site rationalization; and,

- approximately $40 million related to settlement of litigation in 2020 that did not recur in 2021.

At December 31, [removed: 2021,] [added: 2022,] the Company's interest risk related to variable-rate debt is limited to the amounts borrowed under the [removed: Multi-Currency] [added: multi-currency] Revolving [removed: credit facility.][added: Credit Facility.]

[added: At] December 31, [added: 2022 and] 2021, the Company had no outstanding variable rate debt.

Refer to “Financial Derivatives and Hedging Activities” in Notes 2, 17 and 20 of “Notes to Consolidated Financial Statements” included in Part [removed: IV,] [added: II,] Item [removed: 15] [added: 8] of this report for more information regarding foreign currency exchange risk and sales by geographic area.

At

The Company’s variable rate debt represented 15% of total debt at December 31, 2020.

Based in France, the Faiveley Transport business has roots to 1919 and made Wabtec a leader in manufacturing pantographs, automatic door mechanisms, air conditioning systems, railway braking systems and couplers; [removed: and][added: and,]

As a result of those strategic acquisitions, as well as other smaller acquisitions and organic growth, Wabtec is now one of the world’s largest providers of [removed: locomotives,] value-added, technology-based [added: locomotives,] equipment, systems and services for the global freight rail and passenger transit [removed: industries with approximately 25,000 employees, excluding contingent workers,] [added: industries,] and [removed: operations] [added: also serves customers] in [removed: over 50 countries.][added: the mining, marine, and industrial markets.]

We [removed: believe we] hold a leading market share for many of our core product lines globally.

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

Through both internal growth as well as acquisitions, Wabtec has positioned itself with the following strategic [removed: benefits:][added: strengths:]

- [removed: *Increased diversity] [added: *Diversity] of revenues by product, geography and market.* Comprehensive product [added: and service] offerings spanning the freight rail and passenger transit industries, as well as products in the bus, [removed: mining and] [added: mining,] marine, and discrete industrial markets help Wabtec to balance the cyclical nature of the global rail business.

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

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

Wabtec has a comprehensive digital [added: and electronics] 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 23,000 locomotives and content on virtually all North American locomotives and freight cars, as well as a diverse offering of Transit [removed: 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.]

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

In general, trends such as [removed: increasing] urbanization and growth in developing markets, [removed: a focus on] sustainability and environmental awareness, [removed: increasing] investment in technology solutions, an aging equipment fleet, and growth in global trade are expected to drive continued investment in freight rail and passenger transit.

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

[removed: In its study,] [added: Consistent with the 2020] UNIFE [removed: also said it expected] [added: study,] increased investment in [removed: digitalization, automation,] [added: infrastructure improvements, digitalization] and [removed: predictive maintenance through artificial intelligence,] [added: automation is expected,] all of which would improve efficiency in the global rail industry.

The Freight Segment primarily manufactures [removed: and] [added: new locomotives;] provides aftermarket parts and services [removed: for new] [added: to existing] locomotives; provides components [removed: for] [added: to] new and existing [removed: locomotives and] freight cars; builds new commuter locomotives; supplies rail control and infrastructure products including electronics, positive train control equipment, signal design and engineering services; provides a comprehensive suite of software-enabled solutions designed to improve customer efficiency and productivity in the transportation and mining industries; overhauls locomotives; and provides heat exchangers and cooling systems for rail and other industrial markets.

Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, [added: utilities,] and [removed: utilities.][added: companies in the mining, marine, and industrial markets.]

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

In [removed: 2021,] [added: 2022,] the Freight Segment accounted for approximately [removed: 67%] [added: 72%] of Wabtec’s total net sales, with approximately [removed: 57%] [added: 56%] of its net sales in the U.S. In [removed: 2021,] [added: 2022,] approximately [removed: 68%] [added: 66%] of the Freight Segment’s net sales were in the aftermarket.

In [removed: 2021,] [added: 2022,] the Transit Segment accounted for approximately [removed: 33%] [added: 28%] of our total net sales, with approximately [removed: 14%] [added: 17%] 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.

[removed: Following] [added: The following] is a summary of our leading products in both aftermarket and original equipment across both of our business [removed: segments in 2021:][added: segments:]

- [removed: Diesel-electric] [added: Diesel-electric, battery,] and [removed: battery] [added: liquid natural gas] powered locomotives for freight and transit

- Railway [added: and freight] braking equipment and related [removed: components for Transit applications,] [added: components,] including high-speed passenger transit vehicles

- [removed: Platform] [added: Access doors and platform] screen doors

- [removed: Accessibility] [added: Doors, window assemblies, accessibility] lifts and ramps for buses [removed: and subway cars]

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

Supported by our technical staff of more than [removed: 5,700] [added: 6,300] 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.

For additional information on our business segments, see Note 19 of “Notes to Consolidated Financial Statements” included in Part [removed: IV,] [added: II,] Item [removed: 15] [added: 8] of this report.

- Iconic legacy and strong reputation with a history of over 150 years of innovation. [removed: The rail industry] [added: Wabtec] has been [removed: in operation for over 150 years and we have been] at the forefront of shaping and transforming the rail landscape through various innovations and [removed: technologies.][added: technologies for over 150 years.]

We are a recognized leader in the development and production of electronic recording, measuring and communications systems, 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 [removed: shoes] [added: shoes,] and electronic end-of-train devices.

Sales of aftermarket parts and services [removed: have historically represented] [added: typically represent] approximately 60% of our total net sales.

- 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 [added: railway equipment.]

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

[added: - Strategic partnerships with longstanding customers and other key stakeholders.] 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.

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 [added: further] decarbonize freight rail transport, improve freight safety, and generate greater rail network utilization.

[removed: Our Operating Excellence Program leverages the breadth] [added: - Streamlined cost structure] and [removed: depth of our One Wabtec expertise] [added: operational excellence provide operating leverage and support Wabtec’s growth. We focus on driving continuous operational improvement] across the organization [removed: in] [added: by] sharing [removed: of] best practices, instilling a culture of learning, problem [removed: solving,] [added: solving and] continuous improvement, and driving standard operating practices.

In Freight, we are targeting markets that operate significant fleets of [removed: U.S.-style] [added: North American-style] locomotives and freight cars, including Australia, Brazil, China, Egypt, India, [removed: Russia,] South Africa and other select areas within [removed: Europe] [added: Europe, Asia] and South America.

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

Sales of aftermarket parts and services [removed: have historically represented] [added: typically represent] approximately 60% of total net sales.

As a long time supplier of original equipment, we have an extensive installed base of equipment in [removed: the field] [added: operation] and growing this installed base further will expand our recurring aftermarket sales.

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 [added: and cost.]

Wabtec has approximately 27,000 employees, excluding contingent workers, and operations in over 50 countries.

Wabtec continues to focus on realizing operating synergies from smaller strategic bolt-on acquisitions as well as driving operational efficiencies through the previously announced Integration 2.0 initiative, a three-year strategic initiative that targets operational synergies and supports Wabtec's margin improvement through productivity gains.

Wabtec is also focused on earnings growth through expanding high-margin recurring revenue streams.

- *Exceptional technical and engineering expertise.* Wabtec's engineers and technical capabilities support continued focus on innovative product development and efforts to achieve scalable technologies.

Our technology expertise and investment in technology is key for Wabtec leading the decarbonization of the rail industry.

- *Scale of Wabtec’s operations*.

The size of Wabtec's operations enables the Company to achieve economies of scale, in addition to using best-cost locations for executing on operational decisions.

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.

The 2022 biennial edition of the study concluded that the rail supply industry faced a moderate annual decline of 0.2% in the 2019 to 2020 period as a result of the negative impacts of the COVID-19 pandemic but forecasts a recovery of the global rail supply market with a compound annual growth rate of 3% through 2027.

- Turbochargers for industrial and aftermarket vehicle applications

- Maintenance of way equipment and services

- Pantographs and third rail collectors

- Energy measuring systems

- Auxiliary power converter and battery charging

- Antifire systems

- Passenger information systems and CCTV

- Signaling and railway electric relays

- Sanitation systems

- Electric charging solutions for buses and electric ferries

conditions, including extreme temperatures and high-vibration environments.

In 2022, this battery electric locomotive was recognized for sustainable innovation by the Business Intelligence Group and awarded “Commercial Technology of the Year” at the Platts Global Energy Awards.

line locomotives and railcars and across train yards and operation centers.

This culture is illustrated by the launch of Integration 2.0 in 2022.

and people on land.

Backlog represents the future sales we expect to recognize on firm orders received from customers and approximates the Company’s remaining performance obligations at the end of each period.

| New orders | | | | | | 6,294 | | | | | | 2,742 | | | | | | 9,036 | | |

| Less: Net sales | | | | | | (6,012) | | | | | | (2,350) | | | | | | (8,362) | | |

| Adjustments / foreign exchange, net | | | | | | (143) | | | | | | (259) | | | | | | (402) | | |

| Balance at December 31, 2022 | | | | | | $ | 18,641 | | | | | $ | 3,800 | | | | | $ | 22,441 | |

| 2023 | | | | | | $ | 4,901 | | | | | $ | 1,859 | | | | | $ | 6,760 | |

| Other years | | | | | | $ | 13,740 | | | | | $ | 1,941 | | | | | $ | 15,681 | |

Although the current unfavorable global economic conditions have not resulted in any material cancellations, they have impacted the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines.

Our primary competition for locomotives is Electro-Motive Diesel, a division of Caterpillar.

Environmental, Social and Governance

During 2022, Wabtec issued the 2022 Green Bond Report.

This report describes our Green Bond Program and summarizes the full utilization of the green bond proceeds and allocation of the expenditures to our five focus areas.

See "Available Information," below*.*

See "Available Information," below.

In particular, the Board established the Environmental, Social and Governance Subcommittee ("ESG Subcommittee") of the Nominating and Corporate Governance Committee to support and provide oversight of Wabtec’s sustainability strategy and ongoing commitment to ESG matters relevant to Wabtec, including complying with all applicable laws and regulations affecting the health and safety of our employees and stakeholders, as well as protection of the environment (including climate) and other public policy matters.

A portion of our workers are represented by labor unions.

As a result, we achieved over $250 million in annual run-rate operating synergies, driven by cost and revenue opportunities.

This will enhance Wabtec’s margins and revenue growth opportunities with strong free cash flow generation to enable strategic deleveraging through debt reduction and earnings growth.

- *Increased technical and engineering expertise.* Particularly with the onboarding of Faiveley Transport and GE Transportation, Wabtec's technical capabilities and product development efforts are strengthened.

- *Increased scale and diversification of Wabtec’s Freight product portfolio*.

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

According to the 2020 biennial edition of the study, the accessible global market for railway products and services is more than $120 billion and is expected to grow in the medium- and long-term at an average annual growth rate of 2.3% through 2025, despite an 8% COVID-induced decline in 2020.

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

In Europe, 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.

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

North America’s rail network is regarded as the world’s most-efficient and lowest-cost freight rail service.

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

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

India is making significant investments in rolling stock and infrastructure to modernize its rail system

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

With about 1.3 million freight cars and about 21,000 locomotives, Russia-CIS is among the largest freight rail markets in the world.

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

Geographically, Faiveley Transport significantly strengthened Wabtec’s presence in the European and Asia Pacific transit markets.

- Doors for buses and subway cars

- Pantographs

- Window assemblies

- Couplers

- Traction motors

Dating back to 1869 and George Westinghouse’s invention of the air brake, we are an established leader in the rail industry for freight and passenger transit vehicles.

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 23,000 locomotives worldwide.

Faiveley Transport, founded in 1919, has a long history and is a market leader for its core products, including pantographs, automatic door mechanisms and air conditioning systems.

We have leveraged our leading positions by focusing on research and engineering to expand beyond pneumatic braking components to supplying integrated parts and assemblies from a full locomotive through the end of the train.

In addition, as OEMs and railroad operators attempt to modernize fleets with new products designed to improve and maintain safety and efficiency, these products must be designed to be interoperable with existing equipment.

railway equipment.

The Company designs, develops and manufactures critical components and systems for the rail, mining and marine industries, which include proprietary propulsion systems, engine platforms and controls technology.

These innovative and differentiated solutions serve as the building blocks for the rail, mining and marine industries, and help keep our global customers at the forefront of advancing technologies.

When coupled with our advanced digital analytic capabilities, our solutions help drive increased energy management, performance and reliability to our products.

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.

- Strategic partnerships with 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.

Rail remains one of the most cost-effective, energy-efficient modes of transport, both domestically and internationally.

As the largest global producer of diesel-electric locomotives, we have a significant market share both in North America and globally.

Certification processes are lengthy, and often require local presence and expertise.

In addition, each transit agency places a high degree of importance on vehicle customization, which requires experience and technical expertise to meet ever-evolving specifications.

- Streamlined cost structure and operational excellence provide operating leverage and support Wabtec’s growth. Wabtec’s lean manufacturing and continuous improvement initiatives have been a part of the Company’s culture for more than 25 years and have enabled Wabtec to manage successfully through cycles in the rail supply market.

We are continuing to expand our Operating Excellence focus in driving productivity and delighting customers.

Information with respect to legal proceedings is included in Note 18 of “Notes to Consolidated Financial Statements” included in Part [removed: IV,] [added: II,] Item [removed: 15] [added: 8] of this report and incorporated by reference herein.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Yes ¨ No [removed: ý.][added: ☒.]

Yes [removed: ý] [added: ☒] No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [removed: ý] [added: ☒] No ¨.

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

Yes ☐ No [removed: ý.][added: ☒.]

The registrant estimates that as of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately [removed: $15.4] [added: $15.0] billion based on the closing price on the New York Stock Exchange for such stock.

As of February [removed: 11, 2022, 185,290,114] [added: 10, 2023, 180,352,300] 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: 18, 2022] [added: 17, 2023] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i4cc635ac6fef431fb6b1384429d43201_16)] [added: [Business](#i32ab2a8d50f648cbb80ab760b249fd5e_16)] | | | [removed: [3](#i4cc635ac6fef431fb6b1384429d43201_16)] [added: [3](#i32ab2a8d50f648cbb80ab760b249fd5e_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i4cc635ac6fef431fb6b1384429d43201_22)] [added: Factors](#i32ab2a8d50f648cbb80ab760b249fd5e_22)] | | | [removed: [16](#i4cc635ac6fef431fb6b1384429d43201_22)] [added: [15](#i32ab2a8d50f648cbb80ab760b249fd5e_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i4cc635ac6fef431fb6b1384429d43201_25)] [added: Comments](#i32ab2a8d50f648cbb80ab760b249fd5e_25)] | | | [removed: [25](#i4cc635ac6fef431fb6b1384429d43201_25)] [added: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_25)] | | |

| Item 2. | | | [removed: [Properties](#i4cc635ac6fef431fb6b1384429d43201_28)] [added: [Properties](#i32ab2a8d50f648cbb80ab760b249fd5e_28)] | | | [removed: [26](#i4cc635ac6fef431fb6b1384429d43201_28)] [added: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i4cc635ac6fef431fb6b1384429d43201_31)] [added: Proceedings](#i32ab2a8d50f648cbb80ab760b249fd5e_31)] | | | [removed: [26](#i4cc635ac6fef431fb6b1384429d43201_31)] [added: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i4cc635ac6fef431fb6b1384429d43201_34)] [added: Disclosures](#i32ab2a8d50f648cbb80ab760b249fd5e_34)] | | | [removed: [26](#i4cc635ac6fef431fb6b1384429d43201_34)] [added: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4cc635ac6fef431fb6b1384429d43201_40)] [added: Securities](#i32ab2a8d50f648cbb80ab760b249fd5e_40)] | | | [removed: [27](#i4cc635ac6fef431fb6b1384429d43201_40)] [added: [26](#i32ab2a8d50f648cbb80ab760b249fd5e_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i4cc635ac6fef431fb6b1384429d43201_43)] [added: [\[Reserved\]](#i32ab2a8d50f648cbb80ab760b249fd5e_43)] | | | [removed: [28](#i4cc635ac6fef431fb6b1384429d43201_43)] [added: [27](#i32ab2a8d50f648cbb80ab760b249fd5e_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4cc635ac6fef431fb6b1384429d43201_46)] [added: Operations](#i32ab2a8d50f648cbb80ab760b249fd5e_46)] | | | [removed: [29](#i4cc635ac6fef431fb6b1384429d43201_46)] [added: [28](#i32ab2a8d50f648cbb80ab760b249fd5e_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4cc635ac6fef431fb6b1384429d43201_61)] [added: Risk](#i32ab2a8d50f648cbb80ab760b249fd5e_61)] | | | [removed: [44](#i4cc635ac6fef431fb6b1384429d43201_61)] [added: [43](#i32ab2a8d50f648cbb80ab760b249fd5e_61)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i4cc635ac6fef431fb6b1384429d43201_64)] [added: Data](#i32ab2a8d50f648cbb80ab760b249fd5e_64)] | | | [removed: [45](#i4cc635ac6fef431fb6b1384429d43201_64)] [added: [44](#i32ab2a8d50f648cbb80ab760b249fd5e_64)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4cc635ac6fef431fb6b1384429d43201_67)] [added: Disclosure](#i32ab2a8d50f648cbb80ab760b249fd5e_67)] | | | [removed: [45](#i4cc635ac6fef431fb6b1384429d43201_67)] [added: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_67)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i4cc635ac6fef431fb6b1384429d43201_70)] [added: Procedures](#i32ab2a8d50f648cbb80ab760b249fd5e_70)] | | | [removed: [45](#i4cc635ac6fef431fb6b1384429d43201_70)] [added: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_70)] | | |

| Item 9B. | | | [Other [removed: Information](#i4cc635ac6fef431fb6b1384429d43201_73)] [added: Information](#i32ab2a8d50f648cbb80ab760b249fd5e_73)] | | | [removed: [45](#i4cc635ac6fef431fb6b1384429d43201_73)] [added: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_73)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4cc635ac6fef431fb6b1384429d43201_1649267443638)] [added: Inspections](#i32ab2a8d50f648cbb80ab760b249fd5e_76)] | | | [removed: [45](#i4cc635ac6fef431fb6b1384429d43201_1649267443638)] [added: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_76)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: Governance](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | | [removed: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: Compensation](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | | [removed: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: Matters](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | | [removed: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: Independence](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | | [removed: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: Services](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | | [removed: [46](#i4cc635ac6fef431fb6b1384429d43201_79)] [added: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i4cc635ac6fef431fb6b1384429d43201_85)] [added: Schedules](#i32ab2a8d50f648cbb80ab760b249fd5e_88)] | | | [removed: [47](#i4cc635ac6fef431fb6b1384429d43201_85)] [added: [82](#i32ab2a8d50f648cbb80ab760b249fd5e_88)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i4cc635ac6fef431fb6b1384429d43201_205)] [added: Summary](#i32ab2a8d50f648cbb80ab760b249fd5e_205)] | | | [removed: [90](#i4cc635ac6fef431fb6b1384429d43201_205)] [added: [86](#i32ab2a8d50f648cbb80ab760b249fd5e_205)] | | |

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | |

The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, [removed: 2021.][added: 2022.]

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

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

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

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

| [removed: Wilmerding, PA] [added: Houston, Texas] | | | | | | Manufacturing/Service | | | | | | Freight | | | | | | Own | | | | | | [removed: 365,000 | | |] [added: 280,000] | | | [removed: (1)] | | |

| Salem, VA | | | | | | Manufacturing | | | | | | Freight | | | | | | Own | | | | | | 320,000 | | | | | | [removed: | | |]

| Justin, Texas | | | | | | Manufacturing/Warehouse | | | | | | Freight | | | | | | Own | | | | | | 305,000 | | | | | | [removed: | | |]

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

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

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

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

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

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

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

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

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

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

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

| Bangalore, India | | | | | | Manufacturing | | | | | | Freight/Transit | | | | | | Lease | | | | | | 168,000 | | | | | | [removed: | | |]

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

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

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

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

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

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

(1)Approximately 250,000 square feet are currently used in connection with the Company’s manufacturing operations.

The remainder is leased to a third party.

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February [removed: 11, 2022,] [added: 10, 2023,] there were [removed: 185,290,114] [added: 180,352,300] shares of Common Stock outstanding held by approximately [removed: 109,650] [added: 103,420] holders of record.

The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of Directors, currently at a rate of approximately [removed: $111] [added: $123] million annually.

The graph below compares the total stockholder return through December 31, [removed: 2021,] [added: 2022,] of Wabtec’s common stock to (i) the S&P [removed: 500 and] [added: 500,] (ii) [added: the S&P 500 Industrials and, (iii)] our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, [added: Arconic, Borg Warner,] CSX, [removed: Cummins,] Dover, Emerson Electric, Fortive, [removed: Howmet Aerospace,] [added: Greenbrier Companies,] Illinois Tool Works, [added: Ingersoll-Rand,] Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, Terex, Textron, [removed: The Greenbrier Companies,] Trinity Industries, and Xylem.

[removed: ][added: ]

[removed: (1)] On February [removed: 10, 2022,] [added: 14, 2023,] the Board of Directors [removed: increased] [added: reauthorized] its stock repurchase [removed: authorization] [added: program] to [removed: increase] [added: refresh] the amount available for stock repurchases to $750 million of the Company’s outstanding shares.

This new stock repurchase authorization supersedes the previous authorization of [removed: $500] [added: $750] million, of which [removed: $151] [added: approximately $232] million remained at the reauthorization date.

No time limit was set for the completion of the program which conforms to the requirements under the [removed: Senior] [added: Restated] Credit [removed: Facility] [added: Agreement] and the [added: indentures for the] Senior Notes currently outstanding.

| October 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 395 | |

| November 2022 | | | | | | 578,667 | | | | | | $ | 95.32 | | | | | 578,667 | | | | | | $ | 340 | |

| December 2022 | | | | | | 181,568 | | | | | | $ | 100.18 | | | | | 181,568 | | | | | | $ | 322 | |

| Total quarter ended December 31, 2022 | | | | | | 760,235 | | | | | | $ | 96.48 | | | | | 760,235 | | | | | | $ | 322 | |

(1) As of December 31, 2022, approximately $322 million was remaining under the stock repurchase plan.

| 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 | |

MANAGEMENT’S REPORTS TO WABTEC SHAREHOLDERS

Management’s Report on Financial Statements and Practices

The accompanying consolidated financial statements of Westinghouse Air Brake Technologies Corporation and subsidiaries (the “Company”) were prepared by Management, which is responsible for their integrity and objectivity.

The statements were prepared in accordance with U.S. generally accepted accounting principles and include amounts that are based on Management’s best judgments and estimates.

The other financial information included in the Form 10-K is consistent with that in the financial statements.

Management also recognizes its responsibility for conducting the Company’s affairs according to the highest standards of personal and corporate conduct.

This responsibility is characterized and reflected in key policy statements issued from time to time regarding, among other things, conduct of its business activities within the laws of host countries in which the Company operates and potentially conflicting outside business interests of its employees.

The Company maintains a systematic program to assess compliance with these policies.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, Management has conducted an assessment, including testing, using the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO).

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 principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on its assessment, Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022, 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, 2022, has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is included herein.

Report Of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Westinghouse Air Brake Technologies Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Westinghouse Air Brake Technologies Corporation (the Company) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 15, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

| | | | Over Time Revenue Recognition for Long-Term Contracts | | |

| *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, 2022, 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 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. | | |

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2002.

Financial statements and supplementary data are set forth in Item 15 of Part IV hereof.

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: 2021.][added: 2022.]

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: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.

Management’s annual report on internal control over financial reporting and the attestation report of the registered public accounting firm are included in Part [removed: IV,] [added: II,] Item [removed: 15] [added: 8] of this report.

Management’s Report on Internal Control Over Financial Reporting appears on page [removed: [51](#i4cc635ac6fef431fb6b1384429d43201_88)] [added: [44](#i32ab2a8d50f648cbb80ab760b249fd5e_91)] and is incorporated by reference herein.

Ernst & Young LLP's attestation report on internal control over financial reporting appears on page [removed: [54](#i4cc635ac6fef431fb6b1384429d43201_94)] [added: [47](#i32ab2a8d50f648cbb80ab760b249fd5e_97)] and is incorporated by reference herein.

In accordance with the provisions of General Instruction G(3) to Form 10-K, the information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) is incorporated herein by reference from the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May [removed: 18, 2022,] [added: 17, 2023,] except for the Equity Compensation Plan Information required by Item 12, which is set forth in the table below.

The definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2021.][added: 2022.]

This table provides aggregate information as of December 31, [removed: 2021] [added: 2022] concerning equity awards under Wabtec’s compensation plans and arrangements.

| Equity compensation plans approved by shareholders | | | | | | 1,100,000 | | | | | | $ | 77.32 | | | | | 5,500,000 | | |

| Total | | | | | | 1,100,000 | | | | | | $ | 77.32 | | | | | 5,500,000 | | |

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

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

[removed: The financial statements, financial] [added: Financial] statement schedules and exhibits listed below are filed as part of this annual report:

| | | | [Management’s Reports to Westinghouse Air Brake Technologies Corporation [removed: Shareholders](#i4cc635ac6fef431fb6b1384429d43201_88)] [added: Shareholders](#i32ab2a8d50f648cbb80ab760b249fd5e_91)] | | | [removed: [51](#i4cc635ac6fef431fb6b1384429d43201_88)] [added: [44](#i32ab2a8d50f648cbb80ab760b249fd5e_91)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i4cc635ac6fef431fb6b1384429d43201_91)] [added: Firm](#i32ab2a8d50f648cbb80ab760b249fd5e_94)] (PCAOB ID: 42, Pittsburgh, Pennsylvania) | | | [removed: [52](#i4cc635ac6fef431fb6b1384429d43201_91)] [added: [45](#i32ab2a8d50f648cbb80ab760b249fd5e_94)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i4cc635ac6fef431fb6b1384429d43201_94)] [added: Reporting](#i32ab2a8d50f648cbb80ab760b249fd5e_97)] | | | [removed: [54](#i4cc635ac6fef431fb6b1384429d43201_94)] [added: [47](#i32ab2a8d50f648cbb80ab760b249fd5e_97)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#i4cc635ac6fef431fb6b1384429d43201_97)[1](#i4cc635ac6fef431fb6b1384429d43201_97)] [added: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_100)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_100)] [and [removed: 20](#i4cc635ac6fef431fb6b1384429d43201_97)20] [added: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_100)21] | | | [removed: [55](#i4cc635ac6fef431fb6b1384429d43201_97)] [added: [48](#i32ab2a8d50f648cbb80ab760b249fd5e_100)] | | |

| | | | [Consolidated Statements of Income for the three years ended December 31, [removed: 202](#i4cc635ac6fef431fb6b1384429d43201_103)[1](#i4cc635ac6fef431fb6b1384429d43201_103)[, 20](#i4cc635ac6fef431fb6b1384429d43201_103)[20](#i4cc635ac6fef431fb6b1384429d43201_103)] [added: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_106)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_106)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_106)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_106)] [and [removed: 201](#i4cc635ac6fef431fb6b1384429d43201_103)9] [added: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_106)20] | | | [removed: [56](#i4cc635ac6fef431fb6b1384429d43201_103)] [added: [49](#i32ab2a8d50f648cbb80ab760b249fd5e_106)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 202](#i4cc635ac6fef431fb6b1384429d43201_106)[1](#i4cc635ac6fef431fb6b1384429d43201_106)[, 20](#i4cc635ac6fef431fb6b1384429d43201_106)[20](#i4cc635ac6fef431fb6b1384429d43201_106)] [added: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_109)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_109)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_109)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_109)] [and [removed: 201](#i4cc635ac6fef431fb6b1384429d43201_106)9] [added: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_109)20] | | | [removed: [57](#i4cc635ac6fef431fb6b1384429d43201_106)] [added: [50](#i32ab2a8d50f648cbb80ab760b249fd5e_109)] | | |

| | | | [Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 202](#i4cc635ac6fef431fb6b1384429d43201_109)[1](#i4cc635ac6fef431fb6b1384429d43201_109)[, 20](#i4cc635ac6fef431fb6b1384429d43201_109)[20](#i4cc635ac6fef431fb6b1384429d43201_109)] [added: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_112)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_112)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_112)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_112)] [and [removed: 201](#i4cc635ac6fef431fb6b1384429d43201_109)9] [added: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_112)20] | | | [removed: [58](#i4cc635ac6fef431fb6b1384429d43201_109)] [added: [51](#i32ab2a8d50f648cbb80ab760b249fd5e_112)] | | |

| | | | [Consolidated Statements of Shareholders’ Equity for the three years ended December 31, [removed: 202](#i4cc635ac6fef431fb6b1384429d43201_112)[1](#i4cc635ac6fef431fb6b1384429d43201_112)[, 20](#i4cc635ac6fef431fb6b1384429d43201_112)[20](#i4cc635ac6fef431fb6b1384429d43201_112)] [added: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_115)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_115)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_115)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_115)] [and [removed: 201](#i4cc635ac6fef431fb6b1384429d43201_112)9] [added: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_115)20] | | | [removed: [59](#i4cc635ac6fef431fb6b1384429d43201_112)] [added: [52](#i32ab2a8d50f648cbb80ab760b249fd5e_115)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i4cc635ac6fef431fb6b1384429d43201_118)] [added: Statements](#i32ab2a8d50f648cbb80ab760b249fd5e_121)] | | | [removed: [60](#i4cc635ac6fef431fb6b1384429d43201_118)] [added: [53](#i32ab2a8d50f648cbb80ab760b249fd5e_121)] | | |

| | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#i4cc635ac6fef431fb6b1384429d43201_202)] [added: Accounts](#i32ab2a8d50f648cbb80ab760b249fd5e_202)] | | | [removed: [90](#i4cc635ac6fef431fb6b1384429d43201_202)] [added: [86](#i32ab2a8d50f648cbb80ab760b249fd5e_202)] | | |

| 3.3 | | | [Amended and Restated By-Laws of the Company, [removed: effective](http://www.sec.gov/Archives/edgar/data/943452/000114036121005371/brhc10020545_ex3-1.htm)] [added: effective](https://www.sec.gov/Archives/edgar/data/943452/000114036123006569/ny20007491x1_ex3-1.htm)] February [removed: 11, 2021] [added: 10, 2023] | | | 8 | | |

| 4.18 | | | [Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of [removed: 1934](#i4cc635ac6fef431fb6b1384429d43201_1)] [added: 1934](#i32ab2a8d50f648cbb80ab760b249fd5e_1)] | | | 1 | | |

| 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, [removed: 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)] [added: as Trustee](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, [removed: 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)] [added: as Trustee](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 [removed: 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)] [added: Exhibit 4.20 hereof).](http://www.sec.gov/Archives/edgar/data/0000943452/000114036121019675/nt10024721x10_ex4-2.htm)] | | | 27 | | |

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

| 10.8 | | | [Westinghouse Air Brake Technologies [removed: Corporation 2011] [added: Corporation](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm) [](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[A](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[mended and](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm) [R](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[estated](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm) [2011] Stock Incentive [removed: Plan as amended and restated, as further amended*](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_48)] [added: Plan](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[*](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)] | | | 5 | | |

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

| [removed: 10.16] [added: 10.15] | | | [removed: [First Amendment to Credit] [added: [Amendment and Restatement] Agreement, dated as of [removed: February 22, 2019,] [added: August 15, 2022,] among Westinghouse Air Brake Technologies Corporation, Wabtec [added: Transportation] Netherlands [removed: B.V. and] [added: BV,] the other [removed: borrowing subsidiaries party thereto,] [added: loan parties hereto,] the lenders party [removed: thereto] [added: thereto, the issuing banks thereto, the swingline lender] and PNC Bank, National [removed: Association,] [added: Association] as [removed: Administrative Agent](http://www.sec.gov/Archives/edgar/data/943452/000162828019002095/wabex1020-10k2018.htm)] [added: administrative agent (including the Amended and Restated Credit Agreement, as Annex I thereto).](https://www.sec.gov/Archives/edgar/data/943452/000162828022027500/wabtecex1013q22.htm)] | | | [removed: 22] [added: 28] | | |

| 10.22 | | | [Severance [added: and Employment Continuation] Agreement of Rafael Santana dated as of [removed: May 26, 2020](http://www.sec.gov/Archives/edgar/data/943452/000114036120010932/ex10_1.htm)] [added: December 5, 202](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)[2*](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)[](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)] | | | 26 | | |

| 21.0 | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex210-10k2021.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex210-10k2022.htm)] | | | 1 | | |

| 22.0 | | | [List of Subsidiary [removed: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex220-10k2021.htm)] [added: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex220-10k2022.htm)] | | | 1 | | |

| 23.1 | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex231-10k2021.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex231-10k2022.htm)] | | | 1 | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex311-10k2021.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex311-10k2022.htm)] | | | 1 | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex312-10k2021.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex312-10k2022.htm)] | | | 1 | | |

| 32.1 | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828022002997/wabex321-10k2021.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex321-10k2022.htm)] | | | 1 | | |

| 5 | | | Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) filed on [removed: January 20,2021.] [added: April 6, 2022.] | | |

| 8 | | | Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February [removed: 18, 2021.] [added: 14, 2023.] | | |

| 26 | | | Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated [removed: May] [added: December] 7, [removed: 2020.] [added: 2022.] | | |

| 28 | | | Filed as an exhibit to the Company's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File [removed: No] [added: No.] 033-90866), dated [removed: April 28, 2021] [added: November 1, 2022.] | | |

[removed: February 17, 2022][added: | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[removed: | Foreign] [added: (1)Impact of fluctuations in foreign] currency [removed: impact | | | | | | (14) | | | | | | 17 | | |][added: exchange rates.]

| [removed: Less:] Valuation [removed: allowance] [added: allowance-taxes] | | | | | | [removed: (64)] [added: $] | [added: 64] | | | | | [removed: (42)] [added: $] | [added: —] | | [added: | | | $ | — | | | | | $ | (18) | | | | | $ | 46 | |]

| In millions | | | | | | Balance at beginning of period | | | | | | [removed: Charged/ (credited)] [added: Charged] to expense | | | | | | Charged/ (credited) to other accounts (1) | | | | | | Deductions from reserves (2) | | | | | | Balance at end of period | | |

| Allowance for doubtful accounts | | | | | | $ | [removed: 37] [added: 32] | | | | | $ | [removed: 3] [added: 4] | | | | | $ | (1) | | | | | $ | [removed: 7] [added: (7)] | | | | | $ | [removed: 32] [added: 28] | |

| Allowance for doubtful accounts | | | | | | $ | [removed: 20] [added: 37] | | | | | $ | [removed: 18] [added: 3] | | | | | $ | [removed: —] [added: (1)] | | | | | $ | [removed: 1] [added: (7)] | | | | | $ | [removed: 37] [added: 32] | |

| Valuation allowance-taxes | | | | | | $ | 58 | | | | | $ | [removed: (16)] [added: —] | | | | | $ | — | | | | | $ | [removed: —] [added: (16)] | | | | | $ | 42 | |

| Allowance for doubtful accounts | | | | | | $ | [removed: 17] [added: 20] | | | | | $ | [removed: 7] [added: 18] | | | | | $ | — | | | | | $ | [removed: 4] [added: (1)] | | | | | $ | [removed: 20] [added: 37] | |

The financial statements filed as part of this report are included in Part II Item 8 of this report.

| 10.16 | | | \[Reserved\] | | | | | |

| 10.17 | | | \[Reserved\] | | | | | |

| 10.18 | | | [Form](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm) [](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm)[of Severance and Employment Continuation Agreement entered into by the Company with John Olin,](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm) [](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm)[David DeNinno, Pascal Schweitzer, and Eric Gebhardt*](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-2.htm) | | | 26 | | |

| 10.24 | | | \[Reserved\] | | | | | |

| 29 | | | \[Reserved\] | | |

(2)Deductions in Allowance for doubtful accounts are from amounts written off as uncollectible or proceeds from subsequent collections.

Deductions for Valuation allowances-taxes were primarily from changes in expected deferred tax utilization.

| | | | | | | | | |

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

| 10.15 | | | [Credit Agreement, dated as of June 8, 2018, by and among Westinghouse Air Brake Technologies Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto, the lenders party thereto and PNC Bank, National Association, as Administrative Agent, Goldman Sachs Bank USA, HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PNC Capital Markets LLC and TD Securities (USA) LLC, as Joint Lead Arrangers and Joint Bookrunners, Goldman Sachs Bank USA and PLC Capital Markets LLC, as Syndication Agents, and Bank of America, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., and TD Securities](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabex1019q22018.htm) | | | 19 | | |

| 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 | | |

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

| | | | | | |

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

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

MANAGEMENT’S REPORTS TO WABTEC SHAREHOLDERS

Management’s Report on Financial Statements and Practices

The accompanying consolidated financial statements of Westinghouse Air Brake Technologies Corporation and subsidiaries (the “Company”) were prepared by Management, which is responsible for their integrity and objectivity.

The statements were prepared in accordance with U.S. generally accepted accounting principles and include amounts that are based on Management’s best judgments and estimates.

The other financial information included in the 10-K is consistent with that in the financial statements.

Management also recognizes its responsibility for conducting the Company’s affairs according to the highest standards of personal and corporate conduct.

This responsibility is characterized and reflected in key policy statements issued from time to time regarding, among other things, conduct of its business activities within the laws of host countries in which the Company operates and potentially conflicting outside business interests of its employees.

The Company maintains a systematic program to assess compliance with these policies.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, Management has conducted an assessment, including testing, using the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO).

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 principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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.

Based on its assessment, Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 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, 2021, has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Westinghouse Air Brake Technologies Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Westinghouse Air Brake Technologies Corporation (the Company) as of December 31, 2021 and 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, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 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 17, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

| Date: | | | February [removed: 17, 2022] [added: 15, 2023] | | | By: | | | /S/ RAFAEL SANTANA | | |

| By | | | /S/ ALBERT J. NEUPAVER | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ RAFAEL SANTANA | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ JOHN A. OLIN | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ JOHN A. MASTALERZ | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ WILLIAM E. KASSLING | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| | | | William E. [removed: Kassling, Lead] [added: Kassling,] Director | | | | | |

| By | | | /S/ LEE BANKS | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ BYRON FOSTER | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ LINDA A. HARTY | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| | | | Linda A. Harty, [added: Lead] Director | | | | | |

| By | | | /S/ BRIAN P. HEHIR | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ ANN R. KLEE | | | February [removed: 17, 2022] [added: 15, 2023] | | |

| By | | | /S/ BEVERLEY BABCOCK | | | February 15, 2023 | | |

| | | | Beverley Babcock, Director | | | | | |

| | | | | | | | | |

| By | | | /S/ LEE B. FOSTER, II | | | February 17, 2022 | | |

| | | | Lee B. Foster, II, Director | | | | | |

| By | | | /S/ MICHAEL W. D. HOWELL | | | February 17, 2022 | | |

| | | | Michael W. D. Howell, Director | | | | | |