Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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.

Pittsburgh, Pennsylvania

February 15, 2023

Report Of Independent Registered Public Accounting Firm

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

Opinion on Internal Control over Financial Reporting

We have audited Westinghouse Air Brake Technologies Corporation’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) (the COSO criteria). In our opinion, Westinghouse Air Brake Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 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) and our report dated February 15, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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.

/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania

February 15, 2023

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONSOLIDATED BALANCE SHEETS

						December 31,
In millions, except par value						2022						2021
Assets
Assets
Cash, cash equivalents and restricted cash						$	541					$	473
Accounts receivable						975						1,085
Unbilled accounts receivable						544						392
Inventories, net						2,034						1,689
Other current assets						233						193
Total current assets						4,327						3,832
Property, plant and equipment, net						1,429						1,497
Goodwill						8,508						8,587
Other intangible assets, net						3,402						3,705
Other noncurrent assets						850						833
Total noncurrent assets						14,189						14,622
Total Assets						$	18,516					$	18,454
Liabilities and Shareholders’ Equity
Liabilities
Accounts payable						$	1,301					$	1,012
Customer deposits						772						629
Accrued compensation						300						335
Accrued warranty						215						228
Current portion of long-term debt						251						2
Other accrued liabilities						628						704
Total current liabilities						3,467						2,910
Long-term debt						3,751						4,056
Accrued postretirement and pension benefits						57						77
Deferred income taxes						326						288
Contingent consideration						47						141
Other long term liabilities						721						743
Total Liabilities						8,369						8,215
Commitments and Contingencies (Note 18)
Equity
Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued; 181.2 and 185.8 shares outstanding at December 31, 2022 and 2021, respectively						2						2
Additional paid-in capital						7,953						7,916
Treasury stock, at cost, 45.7 and 41.1 shares, at December 31, 2022 and 2021, respectively						(1,769)						(1,306)
Retained earnings						4,577						4,055
Accumulated other comprehensive loss						(661)						(466)
Total Westinghouse Air Brake Technologies Corporation shareholders’ equity						10,102						10,201
Noncontrolling interest						45						38
Total Equity						10,147						10,239
Total Liabilities and Equity						$	18,516					$	18,454

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

						Year Ended December 31,
						2022						2021						2020
In millions, except per share data
Net sales:
Sales of goods						$	6,459					$	6,205					$	6,233
Sales of services						1,903						1,617						1,323
Total net sales						8,362						7,822						7,556
Cost of sales:
Cost of goods						(4,791)						(4,545)						(4,629)
Cost of services						(1,031)						(908)						(790)
Total cost of sales						(5,822)						(5,453)						(5,419)
Gross profit						2,540						2,369						2,137
Operating expenses:
Selling, general and administrative expenses						(1,029)						(1,030)						(948)
Engineering expenses						(209)						(176)						(162)
Amortization expense						(291)						(287)						(282)
Total operating expenses						(1,529)						(1,493)						(1,392)
Income from operations						1,011						876						745
Other income and expenses:
Interest expense, net						(186)						(177)						(199)
Other income, net						29						38						11
Income before income taxes						854						737						557
Income tax expense						(213)						(172)						(145)
Net income						641						565						412
Less: Net (income) loss attributable to noncontrolling interest						(8)						(7)						2
Net income attributable to Wabtec shareholders						$	633					$	558					$	414
Earnings Per Common Share
Basic
Net income attributable to Wabtec shareholders						$	3.46					$	2.96					$	2.18
Diluted
Net income attributable to Wabtec shareholders						$	3.46					$	2.96					$	2.17
Weighted average shares outstanding
Basic						182.2						187.7						189.9
Diluted						182.8						188.1						190.4

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

						Year Ended December 31,
						2022						2021						2020
In millions
Net income attributable to Wabtec shareholders						$	633					$	558					$	414
Foreign currency translation (loss) gain						(200)						(136)						48
Unrealized (loss) gain on derivative contracts						(5)						(10)						8
Unrealized gain (loss) on pension benefit plans and post-retirement benefit plans						11						21						(14)
Other comprehensive (loss) income before tax						(194)						(125)						42
Income tax (expense) benefit related to components of other comprehensive (loss) income						(1)						(2)						2
Other comprehensive (loss) income, net of tax						(195)						(127)						44
Comprehensive income attributable to Wabtec shareholders						$	438					$	431					$	458

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

						December 31,
						2022						2021						2020
In millions
Operating Activities
Net income						$	641					$	565					$	412
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization						479						491						473
Stock-based compensation expense						41						46						20
Below market intangible amortization						(53)						(50)						(88)
Deferred income taxes						36						88						29
Net loss (gain) on disposal of property, plant and equipment						3						(4)						10
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable and unbilled accounts receivable						(52)						(76)						315
Inventories						(368)						(41)						181
Accounts payable						306						109						(269)
Accrued income taxes						7						(4)						57
Accrued liabilities and customer deposits						108						84						(91)
Other assets and liabilities						(110)						(135)						(265)
Net cash provided by operating activities						1,038						1,073						784
Investing Activities
Purchase of property, plant and equipment						(149)						(130)						(136)
Acquisitions of businesses, net of cash acquired						(89)						(435)						(40)
Proceeds from disposal of property, plant and equipment						3						25						21
Net cash used for investing activities						(235)						(540)						(155)
Financing Activities
Proceeds from debt, net of issuance costs						6,087						5,391						3,878
Payments of debt						(6,117)						(5,552)						(4,077)
Repurchase of stock						(473)						(300)						(207)
Cash dividends						(111)						(92)						(93)
Payment of contingent consideration on acquisitions						(101)						(99)						(115)
Other financing activities						7						(1)						(5)
Net cash used for financing activities						(708)						(653)						(619)
Effect of changes in currency exchange rates						(27)						(6)						(15)
Increase (decrease) in cash, cash equivalents and restricted cash						68						(126)						(5)
Cash, cash equivalents and restricted cash, beginning of year						473						599						604
Cash, cash equivalents and restricted cash, end of year						$	541					$	473					$	599

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

In millions, except per share data						Common Stock Shares						Common Stock Amount						Additional Paid-in Capital						Treasury Stock Shares						Treasury Stock Amount						Retained Earnings						Accumulated Other Comprehensive Loss						Non-controlling Interest						Total
Balance, December 31, 2019						226.9						$	2					$	7,877					(35.2)						$	(807)					$	3,268					$	(383)					$	37					$	9,994
Cash dividends ($0.48 dividend per share)						—						—						—						—						—						(93)						—						—						(93)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax						—						—						(9)						0.3						4						—						—						—						(5)
Stock based compensation						—						—						17						—						—						—						—						—						17
Net income (loss)						—						—						—						—						—						414						—						(2)						412
Other comprehensive income (loss), net of tax						—						—						—						—						—						—						44						(1)						43
Stock repurchase						—						—						—						(3.1)						(207)						—						—						—						(207)
Other						—						—						(4)						—						—						—						—						(4)						(8)
Balance, December 31, 2020						226.9						2						7,881						(38.0)						(1,010)						3,589						(339)						30						10,153
Cash dividends ($0.48 dividend per share)						—						—						—						—						—						(92)						—						—						(92)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax						—						—						(6)						0.2						4						—						—						—						(2)
Stock based compensation						—						—						41						—						—						—						—						—						41
Net income						—						—						—						—						—						558						—						7						565
Other comprehensive loss, net of tax						—						—						—						—						—						—						(127)						—						(127)
Stock repurchase						—						—						—						(3.3)						(300)						—						—						—						(300)
Other						—						—						—						—						—						—						—						1						1
Balance, December 31, 2021						226.9						2						7,916						(41.1)						(1,306)						4,055						(466)						38						10,239
Cash dividends ($0.60 dividend per share)						—						—						—						—						—						(111)						—						—						(111)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax						—						—						(4)						0.4						10						—						—						—						6
Stock based compensation						—						—						41						—						—						—						—						—						41
Net income						—						—						—						—						—						633						—						8						641
Other comprehensive loss, net of tax						—						—						—						—						—						—						(195)						—						(195)
Stock repurchase						—						—						—						(5.0)						(473)						—						—						—						(473)
Other						—						—						—						—						—						—						—						(1)						(1)
Balance, December 31, 2022						226.9						$	2					$	7,953					(45.7)						$	(1,769)					$	4,577					$	(661)					$	45					$	10,147

The accompanying notes are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS

Wabtec is one of the world’s largest providers of value-added, technology-based locomotives, equipment, systems, and services for the global freight rail and passenger transit industries as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In 2022, approximately 55% of the Company’s net sales came from customers outside the United States.

The unfavorable global economic conditions driven by the impacts of the pandemic, supply chain disruptions and labor shortages, and the Russian invasion of Ukraine continue to have an adverse impact on our operations and business results. During 2020, the pandemic caused temporary plant closures in China, India, Italy, and other countries where outbreaks and stay-at-home orders were most prevalent, which had an adverse impact on our operations and business results. Supply chain disruptions and labor availability have caused component, raw material and chip shortages resulting in an adverse effect on the timing of the Company’s revenue generation. Additionally, broad-based inflation, escalation of diesel, utilities, energy, metals and other commodity costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations all continue to impact our results. The Company has implemented various mitigating actions to lessen the impact of these unfavorable economic conditions including price escalations in long-term contracts, price surcharges, operational efficiencies, cost mitigation efforts and discretionary spend management, strategic sourcing alignments, and accelerating integration synergies where possible, including Integration 2.0 discussed in Note 21. Additionally, the Company has proactively built-up inventory ahead of expected growth, including from new orders signed in 2022, and in response to supply chain challenges to minimize further interruption on customer orders.

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 that are expected to be recoverable. Assets related to Ukraine and Belarus operations are not significant.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation The consolidated financial statements include the accounts of the Company and all subsidiaries that it controls. For consolidated subsidiaries in which the Company's ownership is less than 100%, the outside shareholders' interests are shown as noncontrolling interests. These statements have been prepared in accordance with U.S. generally accepted accounting principles. Sales between subsidiaries are billed at prices consistent with sales to third parties and are eliminated in consolidation.

Cash Equivalents and Restricted Cash Cash equivalents are highly liquid investments purchased with an original maturity of three months or less. Restricted cash includes cash held in escrow that is restricted as to withdrawal or usage.

Allowance for Doubtful Accounts The allowance for doubtful accounts receivable reflects our best estimate of expected losses inherent in our receivable portfolio determined on the basis of historical experience, relevant credit forecast information, changes to customer's solvency and other currently available evidence. The allowance for doubtful accounts was $28 million and $32 million as of December 31, 2022 and 2021, respectively.

Inventories Inventories are stated at the lower of cost or net realizable value. Cost is predominantly determined under the first-in, first-out (FIFO) method. Inventory costs include material, labor and overhead.

Property, Plant and Equipment Property, plant and equipment additions are stated at cost. Expenditures for renewals and improvements are capitalized. Expenditures for ordinary maintenance and repairs are expensed as incurred. The Company computes book depreciation principally on the straight-line method. Accelerated depreciation methods are utilized for income tax purposes.

Leasing Arrangements The Company conducts a portion of its operations from leased facilities and finances certain equipment purchases through lease agreements. In those cases in which the lease term approximates the useful life of the leased asset or the lease meets certain other prerequisites, the leasing arrangement is classified as a financing lease. The remaining arrangements are treated as operating leases. Right-of-use lease assets are classified as long-term assets under the caption "Other noncurrent assets" and lease liabilities are classified under the captions "Other accrued liabilities" and "Other long-term liabilities" on the Consolidated Balance Sheets.

Goodwill and Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Periodically, Management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis be performed.

Equity Method Investments The Company invests in privately-held companies which are accounted for using the equity method when the Company has the ability to exercise significant influence, but not control, over the investee. Equity method investments are included in "Other noncurrent assets" on the Consolidated Balance Sheets and were $105 million and $96 million at December 31, 2022 and 2021, respectively.

Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, general and administrative expenses or Engineering expense to the extent the property, plant, and equipment is used for research and development purposes.

Warranty Costs Warranty costs are accrued based on management’s estimates of repair or upgrade costs per unit and historical experience.

Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws. The provision for income taxes includes federal, state and foreign income taxes.

Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation based on the grant date fair value recognized ratably over the requisite service period following the date of grant. Compensation expense for incentive stock units is updated as necessary if the number of units expected to vest changes based on the Company's performance.

Financial Derivatives and Hedging Activities In the normal course of business, the Company is exposed to interest rate, commodity price and foreign currency exchange rate fluctuations. At times, the Company limits these risks through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity swaps and options. In accordance with the Company's policy, derivatives are only used for hedging purposes. The Company does not use derivatives for trading or speculative purposes. Foreign currency forward contracts are agreements with a counterparty to exchange two distinct currencies at a set exchange rate for delivery on a set date at some point in the future. There is no exchange of funds until the delivery date. At the delivery date, the Company can either take delivery of the currency or settle on a net basis. For further information regarding the foreign currency forward contracts see Note 17.

Foreign Currency Translation Certain of our international operations have determined that the local currency is the functional currency whereas others have determined the U.S. dollar is their functional currency. Assets and liabilities of foreign subsidiaries where the functional currency is the local currency are translated at the rate of exchange in effect on the balance sheet date while income and expenses are translated at the average rates of exchange prevailing during the period. Foreign currency gains and losses resulting from transactions and the translation of financial statements are recorded in the Company’s consolidated financial statements based upon the provisions of ASC 830 “Foreign Currency Matters.” The effects of currency exchange rate changes on intercompany transactions and balances of a long-term investment nature are accumulated and carried as a component of Accumulated other comprehensive loss. The effects of currency exchange rate changes on transactions that are denominated in a currency other than an entity’s functional currency are charged or credited to earnings. Realized gains and losses related to foreign currency exchange are recognized in Other income, net on the Consolidated Statements of Income.

Noncontrolling Interests In accordance with ASC 810, the Company has classified noncontrolling interests as equity on our Consolidated Balance Sheets. Net (income) loss attributable to noncontrolling interests was not material for the years ended December 31, 2022, 2021 and 2020.

Revenue Recognition The Company accounts for Revenue under ASC 606 Revenue from Contracts with Customers. This guidance provides a five-step analysis of transactions to determine when and how revenue is recognized and requires entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer.

A majority of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer which is generally at the time of shipment in accordance with agreed upon delivery terms.

The remaining revenues are earned over time. All fees billed to the customer for shipping and handling are classified as a component of Net sales. All costs associated with shipping and handling are classified as a component of Cost of sales.

The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss, and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input method used for these agreements recognizes revenue based on our efforts to satisfy the performance obligation and includes costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. The company may also use the output method which recognizes revenue based on direct measurements of the value transferred to the customer. Contract revenues and cost estimates are reviewed and revised periodically throughout the year and adjustments are reflected in the accounting period as such amounts are determined. Additional information with respect to contract assets and liabilities is included in Note 8.

Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include 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. We have a disciplined process where management reviews the progress of long term-projects periodically throughout the year. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known.

Generally, the Company’s revenue contains a single performance obligation for each distinct good or service; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, price escalation clauses, liquidating damages, and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience and future expectations.

Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations. As of December 31, 2022, the Company's remaining performance obligations were approximately $22 billion. The Company expects to recognize revenue of approximately 30% of remaining performance obligations over the next 12 months, with the remainder recognized thereafter.

Revolving Receivables Program The Company utilizes a revolving facility to sell certain receivables of the Company and certain of its subsidiaries (the "Originators"). The Originators contribute receivables to our bankruptcy-remote subsidiary, which sells the receivables to a financial institution on a recurring basis in exchange for cash equal to the gross receivables sold. The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company. As customers pay their balances, we transfer additional receivables into the program, which could result in our gross receivables sold being higher or lower than collections reinvested for any applicable period. The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary, which holds additional receivables that are pledged as collateral under this facility. The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement. Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.

Since the original program was entered into in May of 2020, the Company has completed several amendments to the agreed upon transfer limit. During 2020, the Company could transfer up to $150 million of certain receivables; during 2021, the Company could transfer up to $200 million of certain receivables; during 2022, the Company could transfer up to $350 million of certain receivables.

At December 31, 2022, and 2021 the bankruptcy-remote subsidiary held receivables of $458 million and $324 million, respectively, which are included in the Company's Consolidated Balance Sheets. The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding receivables sold, which was $80 million and $20 million at December 31, 2022 and 2021, respectively. The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables. No obligation was recorded at December 31, 2022 or 2021 as the estimated expected credit losses on

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

The following table sets forth a summary of receivables sold:

						Twelve Months Ended December 31,
In millions						2022						2021						2020
Gross receivables sold/cash proceeds received						$1,761						$1,319						$852
Collections reinvested under revolving receivables agreement						(1,701)						(1,372)						(779)
Net cash proceeds received (remitted)						$60						$(53)						$73

Pre-Production Costs Certain pre-production costs relating to long-term production and supply contracts have been deferred and will be recognized over the life of the contracts. Deferred pre-production costs were $64 million and $86 million at December 31, 2022 and 2021, respectively.

Preferred Stock The Company’s authorized capital stock includes 1,000,000 shares of preferred stock. The Board of Directors has the authority to issue the preferred stock and to fix the rights and preferences, which would be superior to those of the common stock. At December 31, 2022 and 2021 there was no preferred stock issued or outstanding.

Significant Customers and Concentrations of Credit Risk The Company’s trade receivables are primarily from rail and transit industry original equipment manufacturers, Class I railroads, railroad carriers and commercial companies that utilize rail cars in their operations, such as utility and chemical companies, as well as companies in the mining, marine and industrial markets. No one customer accounted for more than 10% of the Company’s consolidated net sales in 2022, 2021 or 2020.

Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ materially from the estimates. On an ongoing basis, Management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Accounting Standards Recently Issued

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Obligations. The amendments in this update outline specific quantitative and qualitative disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods or services. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs. The amendments in this update will be effective for Wabtec's reporting periods beginning January 1, 2023, except for the amendment on roll forward information which will be effective for reporting periods beginning January 1, 2024. The amendments will require increased interim and annual disclosures be provided on current and comparable reporting periods presented in annual and interim company filings.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination and address how to determine whether a contract liability is recognized by the acquirer in a business combination. The amendments in this update will be effective for Wabtec on January 1, 2023 and will be applied prospectively to business combinations occurring on or after the effective date.

3. ACQUISITIONS

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 below which are also individually and collectively immaterial.

Nordco

On March 31, 2021, the Company acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment. Nordco's products and services portfolio includes mobile railcar movers and ultrasonic rail flaw detection technologies. The purchase price paid for 100% ownership of Nordco was approximately $410 million.

The following table summarizes the fair value of the Nordco assets acquired and liabilities assumed:

In millions
Assets acquired
Cash and cash equivalents						$	5
Accounts receivable						23
Inventory						34
Other current assets						2
Property, plant and equipment						17
Goodwill						215
Other intangible assets						168
Other noncurrent assets						12
Total assets acquired						476
Liabilities assumed
Current liabilities						20
Noncurrent liabilities						46
Total liabilities assumed						66
Net assets acquired						$	410

The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. Discounted cash flow models were used to estimate the fair values of acquired intangibles. The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 in the fair value hierarchy. Intangible assets acquired include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization. Contingent liabilities assumed as part of the transaction were not material.

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the assembled workforce and the future economic benefits, including synergies, that are expected to be achieved as a result of the acquisition. The purchased goodwill is not expected to be deductible for tax purposes. The results of this business since the date of acquisition are reported within the Services product line of the Freight Segment. The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.

4. SUPPLEMENTAL CASH FLOW DISCLOSURES

						Year Ended December 31,
						2022						2021						2020
In millions
Interest paid during the year						$	179					$	164					$	174
Income taxes paid during the year, net of amount refunded						$	157					$	123					$	129
Business acquisitions:
Fair value of assets acquired						$	128					$	507					$	70
Liabilities assumed						38						68						35
Non-controlling interest acquired						—						(1)						(6)
Cash paid						90						440						41
Less: Cash acquired						(1)						(5)						(1)
Net cash paid						$	89					$	435					$	40

At December 31, 2022, Wabtec had restricted cash of $7 million, primarily from cash in escrow related to a 2022 acquisition.

5. INVENTORIES

The components of inventory, net of reserves, were:

						December 31,
In millions						2022						2021
Raw materials						$	878					$	757
Work-in-progress						515						316
Finished goods						641						616
Total inventories						$	2,034					$	1,689

6. PROPERTY, PLANT & EQUIPMENT

The major classes of depreciable assets are as follows:

						December 31,
In millions						2022						2021
Machinery and equipment						$	1,474					$	1,433
Buildings and improvements						783						785
Land and improvements						100						96
Construction in progress						122						89
Property, plant and equipment						2,479						2,403
Less: accumulated depreciation						(1,050)						(906)
Property, plant and equipment, net						$	1,429					$	1,497

The estimated useful lives of property, plant and equipment are as follows:

						Years
Land improvements						10 to 20
Building and improvements						20 to 40
Machinery and equipment						3 to 15

Depreciation expense was $182 million, $198 million, and $183 million for 2022, 2021 and 2020, respectively.

7. GOODWILL AND INTANGIBLE ASSETS

Goodwill and indefinite lived intangible assets are reviewed annually during the fourth quarter for impairment. For 2022, the Company elected to proceed directly to the quantitative impairment test for all reporting units with goodwill. The discounted cash flow method and the market approach were used to estimate the fair value of each reporting unit using a

weighting of 75% and 25%, respectively. The discounted cash flow model requires several assumptions including future sales growth, EBIT (earnings before interest and taxes) margins, capital expenditures, a discount rate and a terminal revenue growth rate (the revenue growth rate for the period beyond the years forecasted by the reporting units) for each reporting unit. The market approach requires several assumptions including EBITDA (earnings before interest, taxes, depreciation and amortization) multiples for comparable companies that operate in the same markets as the Company’s reporting units. For 2022, the discounted cash flow method was given more weight compared to the market approach due to variables between the operations of the guideline companies used in the analysis and Wabtec's operations, such as different reporting unit sizes, growth and business characteristics. However, both valuations resulted in a conclusion that the estimated fair value of all three of the Company's reporting units was in excess of their respective carrying value, which resulted in a conclusion that no impairment existed.

Additionally, the Company proceeded directly to the quantitative impairment test for certain trade names with indefinite lives. The fair value of all material trade names subject to the quantitative impairment test exceeded its respective carrying value, resulting in a conclusion that no impairment existed. For trade names not subject to the quantitative testing, the Company elected to perform a qualitative trade name impairment assessment and determined from the qualitative assessment that it was not more likely than not that the estimated fair values of the trade names were less than their carrying values; therefore, no further analysis was required. In assessing the qualitative factors to determine whether it is more likely than not that the fair value of a trade name is less than its carrying amount, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the trade name. The identification of relevant events and circumstances and how these may impact a trade name’s fair value or carrying amount involve significant judgments and assumptions. The judgment and assumptions include the identification of macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, Wabtec specific events, share price trends and making the assessment on whether each relevant factor will impact the impairment test positively or negatively and the magnitude of any such impact.

The change in the carrying amount of goodwill by segment is as follows:

In millions						Freight Segment						Transit Segment						Total
Balance at December 31, 2020						$	6,872					$	1,613					$	8,485
Additions						214						15						229
Foreign currency impact						(13)						(114)						(127)
Balance at December 31, 2021						$	7,073					$	1,514					$	8,587
Additions						35						—						35
Foreign currency impact						(23)						(91)						(114)
Balance at December 31, 2022						$	7,085					$	1,423					$	8,508

As of December 31, 2022 and 2021, the Company’s trade names had a net carrying amount of $602 million and $635 million, respectively, and the Company believes these intangibles have indefinite lives, with the exception of the right to use the GE Transportation trade name, to which the Company has an original useful life of 5 years.

Intangible assets of the Company, other than goodwill and trade names, consist of the following:

						December 31, 2022																		December 31, 2021
In millions						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount						Gross Carrying Amount						Accumulated Amortization						Net Carrying Amount
Backlog						$	1,425					$	(415)					$	1,010					$	1,423					$	(309)					$	1,114
Customer relationships						1,274						(362)						912						1,310						(331)						979
Acquired technology						1,273						(395)						878						1,311						(334)						977
Total						$	3,972					$	(1,172)					$	2,800					$	4,044					$	(974)					$	3,070

The remaining weighted average useful lives of backlog, customer relationships and acquired technology were 9 years, 16 years and 9 years, respectively. The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation. Amortization expense for intangible assets was $291 million, $287 million, and $282 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Estimated amortization expense for the five succeeding years is as follows (in millions):

2023						$	292
2024						$	282
2025						$	266
2026						$	261
2027						$	257

8. CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the Consolidated Balance Sheets. Noncurrent contract assets were $162 million and $153 million at December 31, 2022 and 2021, respectively. Included in noncurrent contract assets are certain costs that are specifically related to a contract, however, do not directly contribute to the transfer of control of the tangible product being created, such as pre-production costs. The Company has elected to use the practical expedient and not consider unbilled amounts anticipated to be paid within one year as significant financing components.

Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other long-term liabilities" on the Consolidated Balance Sheets. Noncurrent contract liabilities were $86 million and $88 million at December 31, 2022 and 2021, respectively. These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract and revenue associated with the contract liabilities is expected to be recognized within one year. Contract liabilities also include provisions for estimated losses from uncompleted contracts. Provisions for loss contracts were $98 million and $107 million at December 31, 2022 and 2021, respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the Consolidated Balance Sheets.

The following table reconciles the changes in the Company’s contract assets and liabilities as follows:

						Contract Assets
In millions						2022						2021
Balance at beginning of year						$	545					$	544
Acquisitions						28						—
Recognized in current year						730						617
Reclassified to accounts receivable						(581)						(602)
Foreign currency impact						(16)						(14)
Balance at end of year						$	706					$	545
						Contract Liabilities
In millions						2022						2021
Balance at beginning of year						$	824					$	832
Acquisitions						13						2
Recognized in current year						1,067						740
Amounts in beginning balance reclassified to revenue						(410)						(463)
Current year amounts reclassified to revenue						(528)						(273)
Foreign currency impact						(10)						(14)
Balance at end of year						$	956					$	824

9. LONG-TERM DEBT

Long-term debt consisted of the following:

																		December 31,
			Effective Interest Rate															2022												2021
In millions						Face Value									Book Value						Fair Value 1						Book Value						Fair Value 1
Restated Credit Agreement:
Revolving Credit Facility			3.5		%				N/A									$	—					$	—					$	—					$	—
Senior Notes:
4.375% Senior Notes, due 2023			4.5		%				$	250								250						248						250						260
4.15% Senior Notes, due 2024			4.6		%				$	725								723						714						747						796
3.20% Senior Notes, due 2025			3.4		%				$	500								498						471						497						523
3.45% Senior Notes, due 2026			3.5		%				$	750								749						699						749						795
1.25% Senior Notes (EUR), due 2027			1.5		%				€	500								529						455						560						574
4.70% Senior Notes, due 2028			5.0		%				$	1,250								1,244						1,201						1,243						1,423
Other Borrowings																		9						13						12						12
Total																		4,002						3,801						4,058						4,383
Less: current portion																		(251)						(249)						(2)						(2)
Long-term portion																		$	3,751					$	3,552					$	4,056					$	4,381

1. See Note 17 for information on the fair value measurement of the Company's long-term debt.

Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance costs. Amortization of discounts and debt issuance fees are included in the calculation of Effective Interest Rate.

The Company borrows and repays against the multi-currency Revolving Credit Facility for added flexibility in liquidity to manage cash during the operating cycle. The proceeds from borrowing and the repayments are included within the Financing Activities section of the Consolidated Statements of Cash Flows.

As of December 31, 2022, the annual repayment requirements for debt obligations are as follows:

In millions
2023			$	251
2024			737
2025			500
2026			750
2027			535
Thereafter			1,250
Total			$	4,023

For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of December 31, 2022 and 2021, the Company had total unamortized debt issuance costs and discounts of $21 million and $23 million, respectively. At December 31, 2022, the weighted average interest rate on the Company's available variable debt facilities under the Restated Credit Agreement was 5.8%.

Credit Agreements

Revolving Credit Agreement

On June 8, 2018, the Company entered into a credit agreement ("Original Credit Agreement"), consisting of (i) term loans denominated in euros and U.S. dollars ("Term Loans") and (ii) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $1.2 billion. On August 15, 2022, the Company entered into a new unsecured credit agreement ("Restated Credit Agreement"), which amended, restated and replaced the Original Credit Agreement. The Restated Credit Agreement is with a syndicate of lenders and provides for borrowings consisting of (i) a multi-currency revolving credit facility, providing for an equivalent in U.S. dollars of up to $1.5 billion (the “Revolving Credit Facility”) and (ii) a new $250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the Restated Credit Agreement (which are substantially similar with the terms of the Original Credit Agreement). The Restated

Credit Agreement allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $750 million, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan commitments. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.

The Revolving Credit Facility matures on August 15, 2027. The Delayed Draw Term Loan is available for borrowings until February 15, 2024 and any borrowings under the Delayed Draw Term Loan will mature on August 15, 2027. Amounts borrowed and repaid under the Delayed Draw Term Loan may not be reborrowed. The applicable interest rate for borrowings under the Restated Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public rating. Obligations under the Restated Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.

Under the Restated Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization) to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as Net Debt as of the last day of such fiscal quarter to EBITDA for the four quarters then ended. Additionally, the Company may submit a request for an increased maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the Restated Credit Agreement.

The Company was in compliance with all financial covenants in the Restated Credit Agreement as of December 31, 2022.

The following table presents availability under the Restated Credit Agreement as of December 31, 2022:

(In millions)						Revolving Credit Facility
Maximum Revolving Credit Facility Availability						$	1,500
Delayed Draw Term Loan						250
Outstanding Borrowings						—
Letters of Credit Under Credit Agreement						(3)
Current Availability						$	1,747

364-Day Facility

During 2020 and 2021 the Company utilized a $600 million 364 day credit facility ("364 Day Facility") with a group of banks which included a $144 million revolving credit facility and a $456 million term loan. On June 3, 2021, the Company repaid all outstanding borrowings and related interest, effectively retiring the facility.

Senior Notes

The Company or its subsidiaries may issue senior notes from time to time. These notes are comprised of our 4.375% Senior Notes due 2023 (the "2023 Notes"), 4.15% Senior Notes due 2024 (the "2024 Notes"), 3.20% Senior Notes due 2025 (the "2025 Notes"), 3.45% Senior Notes due 2026 (the "2026 Notes"), 1.25% Senior Notes (EUR) due 2027 (the "Euro Notes" discussed below), and 4.70% Senior Notes due 2028 (the "2028 Notes"). The 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2028 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually. Each series of the Senior Notes may be redeemed any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The US Notes and the Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt and senior to all existing and future subordinated indebtedness of the Company.

During the second quarter of 2022, the Company redeemed $25 million of principal from the 2024 Notes plus a premium and the related accrued interest.

On June 3, 2021, Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") issued €500 million of 1.25% Senior Notes due in 2027, which are fully and unconditionally guaranteed by the Company. The Euro Notes were issued at 99.267% of face value. Interest on the Euro Notes accrues at a rate of 1.25% per annum and is payable annually beginning December 3, 2021. The Company incurred approximately $4 million of deferred financing costs related to the issuance of the Euro Notes for total net proceeds of approximately $599 million after consideration of the discount.

On June 29, 2020, the Company issued $500 million of 3.20% Senior Notes due in 2025 (the "2025 Notes"). The 2025 Notes were issued at 99.892% of face value. Interest on the 2025 Notes accrues at a rate of 3.20% per annum and is payable

semi-annually on June 15 and December 15 of each year beginning December 15, 2020. The proceeds were used to redeem outstanding variable rate debt. The Company incurred $2 million of deferred financing costs related to the issuance of the 2025 Notes.

The indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions. The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity. The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a guarantor under the Senior Credit Facility. The Euro Notes were issued by Wabtec Netherlands and are fully and unconditionally guaranteed by the Company.

The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.

Cash Pooling

Wabtec aggregates the Company's domestic cash position on a daily basis. Outside the United States, the Company uses cash pooling arrangements with banks to help manage our liquidity requirements. In these pooling arrangements, Wabtec subsidiary “Participants” agree with a single bank that the cash balances of any of the pool Participants with the bank will be subject to a full right of set-off against amounts other Participants owe the bank, and the bank provides for overdrafts as long as the net overdraft balance for all Participants does not exceed an agreed-upon level. Typically, each Participant pays interest on outstanding overdrafts and receives interest on cash balances. The Company's Consolidated Balance Sheets reflect cash, net of bank overdrafts, under all pooling arrangements.

Letters of Credit and Bank Guarantees

In the ordinary course of its business, the Company arranges for certain types of bank guarantees and letters of credit, such as performance bonds, bid bonds and financial guarantees, that are issued by certain banks and insurance companies to support customer contracts. The outstanding amount, including the letters of credit issued under the credit facility, was $865 million and $791 million at December 31, 2022 and 2021, respectively.

10. EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans

The Company sponsors defined benefit pension plans that cover certain U.S. and international employees, primarily United Kingdom, Canadian and German employees, which provide benefits of stated amounts for each year of service of the employee. The Company uses a December 31 measurement date for the plans.

The following tables provide information regarding the Company’s significant defined benefit pension plans summarized by U.S. and international components.

Obligations and Funded Status

						U.S.												International
In millions						2022						2021						2022						2021
Change in projected benefit obligation
Obligation at beginning of year						$	(39)					$	(43)					$	(356)					$	(385)
Service cost						—						—						(3)						(4)
Interest cost						(1)						(1)						(6)						(4)
Employee contributions						—						—						(1)						(1)
Plan settlements, curtailments and amendments						—						—						1						1
Benefits paid						3						3						15						13
Actuarial gain						8						2						86						15
Effect of currency rate changes						—						—						28						9
Obligation at end of year						$	(29)					$	(39)					$	(236)					$	(356)
Change in plan assets
Fair value of plan assets at beginning of year						$	40					$	36					$	307					$	305
Actual return on plan assets						(6)						2						(72)						11
Employer contributions						—						5						6						11
Employee contributions						—						—						1						1
Benefits paid						(3)						(3)						(15)						(13)
Settlements and other						—						—						(1)						(3)
Effect of currency rate changes						—						—						(25)						(5)
Fair value of plan assets at end of year						$	31					$	40					$	201					$	307
Funded status
Fair value of plan assets						$	31					$	40					$	201					$	307
Benefit obligations						(29)						(39)						(236)						(356)
Funded status						$	2					$	1					$	(35)					$	(49)
Amounts recognized in the statement of financial position consist of:
Noncurrent assets						$	2					$	1					$	13					$	17
Current liabilities						—						—						(2)						(2)
Noncurrent liabilities						—						—						(46)						(64)
Net amount recognized						$	2					$	1					$	(35)					$	(49)
Amounts recognized in Accumulated other comprehensive loss, before tax at December 31, consist of:
Prior service cost						—						—						(1)						(1)
Net actuarial loss						(14)						(16)						(59)						(70)
Net amount recognized						$	(14)					$	(16)					$	(60)					$	(71)

The aggregate accumulated benefit obligation for the U.S. pension plans was $28 million and $38 million as of December 31, 2022 and 2021, respectively. The aggregate accumulated benefit obligation for the international pension plans was $227 million and $345 million as of December 31, 2022 and 2021, respectively.

												International
In millions																		2022						2021
Information for pension plans with accumulated benefit obligations in excess of Plan assets:
Projected benefit obligation																		$	(175)					$	(107)
Accumulated benefit obligation																		(169)						(97)
Fair value of plan assets																		129						41
Information for pension plans with projected benefit obligations in excess of plan assets:
Projected benefit obligation																		$	(180)					$	(112)
Accumulated benefit obligation																		(172)						(101)
Fair value of plan assets																		133						45

Components of Net Periodic Benefit Costs

						U.S.																		International
In millions						2022						2021						2020						2022						2021						2020
Service cost						$	—					$	—					$	—					$	3					$	4					$	4
Interest cost						1						1						1						6						4						6
Expected return on plan assets						(1)						(1)						(1)						(12)						(13)						(12)
Amortization of net loss						1						1						1						2						4						3
Settlement and curtailment losses recognized						—						—						—						(1)						1						—
Net periodic benefit cost (income)						$	1					$	1					$	1					$	(2)					$	—					$	1

Interest cost is recorded in Interest expense, net on the Consolidated Statements of Income. Expected return on plan assets, Amortization of net loss, and Settlement and curtailment losses recognized are recorded within Other income (expense), net on the Consolidated Statements of Income. Service cost is considered a component of employee compensation and is recorded within Cost of sales or Selling, General and administrative expenses depending on the plan participants relative job function.

Amounts recognized in Other comprehensive income during 2022 for other changes in plan assets and benefit obligations are as follows:

In millions						U.S.						International
Net gain arising during the year						$	(2)					$	(4)
Effect of exchange rates and other						—						(7)
Total benefit recognized in Other comprehensive income						$	(2)					$	(11)
Total net benefit recognized in Net periodic benefit cost and Other comprehensive income						$	(1)					$	(13)

The weighted average assumptions in the following table represent the rates used to develop the actuarial present value of the projected benefit obligation for the year listed.

						U.S.																		International
						2022						2021						2020						2022						2021						2020
Discount rate						5.58		%				2.87		%				2.47		%				4.77		%				1.97		%				1.39		%
Expected return on plan assets						3.80		%				5.00		%				5.35		%				4.25		%				4.27		%				4.43		%
Rate of compensation increase						3.00		%				3.00		%				3.00		%				2.78		%				2.70		%				2.65		%

The discount rate is based on settling the pension obligation with high grade, high yield corporate bonds, and the rate of compensation increase is based on actual experience. The expected return on plan assets is based on historical performance as well as expected future rates of return on plan assets considering the current investment portfolio mix and the long-term investment strategy.

The amounts of net actuarial loss and prior service cost included in other comprehensive loss expected to be recognized as components of periodic benefit costs in 2023 are not material.

Pension Plan Assets

The Company has established formal investment policies for the assets associated with our pension plans. Objectives include maximizing long-term return at acceptable risk levels and diversifying among asset classes. Asset allocation targets are based on periodic asset liability study results which help determine the appropriate investment strategies. The investment policies permit variances from the targets within certain parameters. The plan assets consist primarily of equity security funds, debt security funds, insurance contracts, and temporary cash and cash equivalent investments. The assets held in these funds are generally actively managed and are valued at the net asset value per share multiplied by the number of shares held as of the measurement date. (See Note 17 “Fair Value Measurement” included herein). Plan assets by asset category at December 31, 2022 and 2021 are as follows:

						U.S.												International
In millions						2022						2021						2022						2021
Pension Plan Assets
Equity security funds						$	4					$	10					$	44					$	87
Debt security funds						25						27						131						194
Insurance contracts						—						—						11						15
Cash and cash equivalents and other						2						3						15						11
Fair value of plan assets						$	31					$	40					$	201					$	307

The U.S. plan has a target asset allocation of 13% equity securities and 87% debt securities. The International plan has a target asset allocation of 11% equity securities, 24% debt securities and 65% in other investments. Investment policies are determined by the respective Plan’s Pension Committee and set forth in its Investment Policy. Rebalancing of the asset allocation occurs on a quarterly basis.

The following tables summarize our pension plan assets measured at fair value on a recurring basis by fair value hierarchy level (See Note 17):

						December 31, 2022
In millions						NAV						Level 1						Level 2						Level 3						Total
US:
Equity						$	—					$	4					$	—					$	—					$	4
Debt Securities						—						5						20						—						25
Cash and cash equivalents						—						2						—						—						2
International:
Equity						5						13						26						—						44
Debt Securities						—						4						127						—						131
Insurance Contracts						—						—						3						8						11
Cash and cash equivalents and other						—						4						11						—						15
Total						$	5					$	32					$	187					$	8					$	232

						December 31, 2021
In millions						NAV						Level 1						Level 2						Level 3						Total
US:
Equity						$	—					$	10					$	—					$	—					$	10
Debt Securities						—						15						12						—						27
Cash and cash equivalents						—						3						—						—						3
International:
Equity						7						20						60						—						87
Debt Securities						—						4						190						—						194
Insurance Contracts						—						—						5						10						15
Cash and cash equivalents and other						—						6						5						—						11
Total						$	7					$	58					$	272					$	10					$	347

There were no material changes to the Level 3 assets during 2022 and 2021.

Cash Flows

The Company’s funding methods are based on governmental requirements and differ from those methods used to recognize pension expense. The Company expects to contribute $2 million to the international pension plan and does not expect to make a contribution to the U.S. pension plan during 2023.

Benefit payments expected to be paid to plan participants are as follows:

In millions						U.S.						International
Year ended December 31,
2023						$	3					$	14
2024						$	3					$	14
2025						$	3					$	15
2026						$	3					$	15
2027						$	3					$	17
2028 through 2032						$	12					$	87

Defined Contribution Plans

The Company participates in certain defined contribution plans. Costs of approximately $55 million were recognized during 2022, 2021 and 2020 each year. The 401(k) savings plan is a participant directed defined contribution plan that holds shares of the Company’s stock as one of the investment options. At December 31, 2022 and 2021, the plan held on behalf of its participants approximately 371,000 shares with a market value of $37 million, and approximately 387,000 shares with a market value of $36 million, respectively.

11. INCOME TAXES

The Company is responsible for filing consolidated U.S. federal, foreign and combined, unitary or separate state income tax returns. The Company is responsible for paying the taxes relating to such returns, including any subsequent adjustments resulting from the redetermination of such tax liabilities by the applicable taxing authorities.

The components of the income before income taxes for the Company’s domestic and foreign operations for the years ended December 31 are provided below:

						For the year ended December 31,
In millions						2022						2021						2020
Domestic						$	372					$	253					$	78
Foreign						482						484						479
Income before income taxes						$	854					$	737					$	557

The consolidated provision for income taxes included in the Consolidated Statements of Income consisted of the following:

						For the year ended December 31,
In millions						2022						2021						2020
Current tax expense (benefit)
Federal						$	37					$	(81)					$	6
State						3						27						17
Foreign						137						138						93
						177						84						116
Deferred tax expense (benefit)
Federal						29						87						36
State						—						10						(2)
Foreign						7						(9)						(5)
						36						88						29
Total provision						$	213					$	172					$	145

A reconciliation of the United States federal statutory income tax rate to the effective income tax rate on operations for the years ended December 31 is provided below:

						For the year ended December 31,
In millions						2022						2021						2020
U.S. federal statutory rate						21.0		%				21.0		%				21.0		%
State taxes						2.0						0.3						2.6
Foreign						3.8						3.3						4.4
Research and development credit						(0.8)						(0.8)						(1.3)
U.S. net operating loss carryback						—						(3.4)						—
Changes in valuation allowance						(2.0)						3.0						(2.0)
U.S. tax reform provision						0.1						0.7						1.3
Other, net						0.9						(0.9)						—
Effective rate						25.0		%				23.2		%				26.0		%

The increase in effective tax rate from 2021 to 2022 was primarily from the absence of benefit from the 2021 amended federal and state income tax return filing mentioned below and higher foreign taxes, partially offset by the change in valuation allowance.

The decrease in the effective tax rate from 2020 to 2021 was primarily the result of filing amended federal and state income tax returns during 2021. The Company amended the 2019 federal tax return to incorporate changes in tax regulations which generated a net operating loss that was carried back to tax years 2014 to 2016, which were at a higher federal tax rate. Other, net includes the impact of amended state returns reflecting changes in apportioned state income. These amendments resulted in a tax benefit during 2021. In addition, there was a decrease in the U.S. tax reform provision resulting from the provisions of the Tax Cut and Jobs Act, a decrease in state tax expense and a decrease in foreign tax expense due to mix of taxable income which were partially offset by an increase in valuation allowances.

On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. This act includes a new book minimum tax on certain large corporations and an excise tax on corporate stock buybacks among other provisions. At this time, the Company does not believe the act will have a material impact on our consolidated financial position, results of operations, or cash flows.

Components of deferred tax assets and liabilities were as follows:

						December 31,
In millions						2022						2021
Deferred income tax assets:
Accrued expenses and reserves						$	39					$	44
Warranty reserve						49						53
Deferred compensation/employee benefits						61						62
Right-of-use assets						74						76
Pension and postretirement obligations						19						24
Inventory						49						46
Deferred revenue						52						30
Net operating loss carry forwards						102						102
Other						37						72
Gross deferred income tax assets						482						509
Less: Valuation allowance						(46)						(64)
Total deferred income tax assets						436						445
Deferred income tax liabilities:
Property, plant & equipment						78						85
Right-of-use liabilities						72						78
Intangible assets						542						503
Total deferred income tax liabilities						692						666
Net deferred income tax liability						$	256					$	221

A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2022, the valuation allowance for certain foreign deferred tax asset carryforwards was $46 million, primarily in China, Denmark, France, the Netherlands, South Africa, and the United States. The decrease in valuation allowances in 2022 is primarily related to the utilization of state net operating loss carry-forwards.

The Company has net operating loss carry-forwards in the amount of $351 million, of which $203 million are indefinite lived, $81 million expire within ten years and $67 million expire in various periods between December 31, 2033 to December 31, 2042.

As of December 31, 2022, the liability for income taxes associated with unrecognized tax benefits was $33 million, of which $20 million, if recognized, would favorably affect the Company’s effective income tax rate. As of December 31, 2021, the liability for income taxes associated with unrecognized tax benefits was $32 million, of which $18 million, if recognized, would favorably affect the Company’s effective income tax rate. A reconciliation of the beginning and ending amount of the gross liability for income taxes associated with unrecognized tax benefits follows:

In millions						2022						2021						2020
Balance at beginning of year						$	32					$	16					$	17
Unrecognized tax benefits in prior periods						1						19						4
Audit settlement during year						—						(1)						(5)
Expiration of audit statute of limitations						—						(2)						—
Balance at end of year						$	33					$	32					$	16

The Company includes interest and penalties related to unrecognized tax benefits in income tax expense. As of December 31, 2022 and 2021, the total interest and penalties accrued was approximately $5 million.

An audit of Company’s U.S. federal income tax returns for years 2017-2019 is ongoing and select state and non-U.S. income tax audits are also underway. With limited exception, the Company is no longer subject to examination by various U.S. and foreign taxing authorities for years before 2017. At this time, the Company believes that it is reasonably possible that unrecognized tax benefits of approximately $8 million may change within the next 12 months due to the expiration of statutory review periods and current examinations.

12. EARNINGS PER SHARE

The computation of earnings per share from operations is as follows:

						For the Year Ended December 31,
In millions, except per share data						2022						2021						2020
Numerator
Net income attributable to Wabtec shareholders						$	633					$	558					$	414
Denominator
Weighted average shares outstanding - basic						182.2						187.7						189.9
Effect of dilutive securities:
Assumed conversion of dilutive stock-based compensation plans						0.6						0.4						0.5
Weighted average shares outstanding - diluted						182.8						188.1						190.4
Net income attributable to Wabtec shareholders per common share
Basic						$	3.46					$	2.96					$	2.18
Diluted						$	3.46					$	2.96					$	2.17

Approximately 0.4 million outstanding shares of Common Stock for the year ended December 31, 2020 was not included in the computation of year-to-date diluted earnings per share because their exercise price exceeded the average market price of the Company's common stock.

13. STOCK-BASED COMPENSATION PLANS

As of December 31, 2022, the Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May 10, 2027 and as of December 31, 2022 the number of shares available for future grants under the 2011 Plan was approximately 5.5 million shares. The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”). The Directors Plan, as amended, authorizes a total of 1,100,000 shares of Common Stock to be issued. Under the Directors Plan options issued become exercisable over a three-year vesting period and expire ten years from the date of grant, and restricted stock issued under the plan vests one year from the date of grant. The amount of restricted stock issued to non-employee directors as compensation for directors’ fees was as follows: 14,269 shares for 2022; 18,142 shares for 2021; and 23,152 shares for 2020. The total number of shares issued under the Directors Plan as of December 31, 2022 was approximately 1.0 million shares.

Stock-based compensation expense for all of the plans was $49 million, $46 million and $20 million for the years ended December 31, 2022, 2021 and 2020, respectively. Associated tax benefits related to the stock-based compensation plans for the years ended December 31, 2022, 2021 and 2020 were not material. Included in the stock-based compensation expense for 2022 above is $2 million of expense related to stock options, $19 million related to non-vested restricted stock, $8 million related to restricted stock units, $1 million related to units issued for Directors’ fees, and $19 million of expense related to incentive stock units. The restricted stock units are liability-classified equity awards as they can be settled in cash. At December 31, 2022, unamortized compensation expense related to those stock options, non-vested restricted shares and incentive stock units expected to vest totaled $47 million and will be recognized over a weighted period of 1.4 years.

Stock Options Stock options are granted to eligible employees and directors at fair market value, which is the average of the high and low Wabtec stock price on the date of grant. Under the 2011 Plan and the 2000 Plan, options become exercisable over a three year vesting period and expire 10 years from the date of grant.

The following table summarizes the Company’s stock option activity and related information for the 2011 Plan, the 2000 Plan and Directors Plan for the years ended December 31:

						Options						Weighted Average Exercise Price						Weighted Average Remaining Contractual Life						Aggregate Intrinsic value (in millions)
Outstanding at December 31, 2019						588,024						$	63.36					5.7						$	9
Granted						136,506						$	77.75											—
Exercised						(86,145)						$	35.47											—
Canceled						(85,716)						$	73.73											—
Outstanding at December 31, 2020						552,669						$	69.82					6.1						$	4
Granted						126,794						$	81.21											—
Exercised						(113,728)						$	50.38											—
Canceled						(33,820)						$	73.53											—
Outstanding at December 31, 2021						531,915						$	75.40					6.5						$	9
Exercised						(116,590)						$	68.57											—
Canceled						(15,387)						$	77.10											—
Outstanding at December 31, 2022						399,938						$	77.32					5.9						$	11
Exercisable at December 31, 2022						293,952						$	76.45					5.8						$	7

Options outstanding at December 31, 2022 were as follows:

Range of Exercise Prices						Number of Options Outstanding						Weighted Average Exercise Price of Options Outstanding						Weighted Average Remaining Contractual Life						Number of Options Currently Exercisable						Weighted Average Exercise Price of Options Currently Exercisable
35.00 - 50.00						2,296						$	48.29					0.1						2,296						$	48.29
50.00 - 65.00						34,892						$	58.74					3.7						33,342						$	59.52
65.00 - 80.00						189,926						$	74.63					5.9						157,047						$	73.85
Over 80.00						172,824						$	84.42					6.4						101,267						$	86.70
						399,938						$	77.32					5.9						293,952						$	76.45

There were no stock options granted during the year ended December 31, 2022. The following weighted-average assumptions were used to estimate the fair value of each grant on the date of grant using the Black-Scholes option-pricing model for the years ended December 31, 2021 and 2020:

						For the year ended December 31,
						2021						2020
Dividend yield						0.60		%				0.60		%
Risk-free interest rate						0.8		%				1.5		%
Stock price volatility						36.1		%				28.1		%
Expected life (years)						5.0						5.0
Weighted average fair value of options granted during the year						$	25.01					$	21.05

The dividend yield is based on the Company’s dividend rate and the current market price of the underlying common stock at the date of grant. Expected life in years is determined from historical stock option exercise data. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the 7 years U.S. Treasury bond rates for the expected life of the option.

Restricted Stock and Incentive Stock As provided for under the 2011 and 2000 Plans, eligible employees are granted restricted stock that generally vests over three years from the date of grant. Under the Directors Plan, restricted stock units vest one year from the date of grant.

In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals. Significant judgments and estimates are used in determining the estimated three-year performance, which is then used to estimate the total shares expected to vest over the three year vesting cycle and corresponding expense based on the grant date fair value of the award. When determining the estimated three-year performance, the Company utilizes a combination of historical actual results, budgeted results and forecasts. Upon the initial grant of a performance cycle, the Company estimates the three-year performance at 100%. Quarterly, the Company reviews and updates performance estimates based on actual performance results and current projections. Based on the Company’s performance for each three year period then ended, the incentive stock units can vest and be awarded ranging from 0% to 200% of the initial incentive stock units granted. The incentive stock units included in the table below represent the number of shares that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of December 31, 2022, the Company estimates that it will achieve 132%, 125% and 110% for the incentive stock awards expected to vest based on performance for the three year periods ending December 31, 2022, 2023, and 2024, respectively, and has recorded incentive compensation expense accordingly. If estimates of the number of these stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease and will be recognized in the current period for the elapsed portion of the vesting period and would change future expense for the remaining vesting period.

Compensation expense for the non-vested restricted stock and incentive stock units is based on the closing price of the Company’s common stock on the date of grant and recognized over the applicable vesting period. Expense for incentive stock units is updated as necessary based on the Company's performance.

The following table summarizes the restricted stock activity and related information for the 2011 Plan, the 2000 Plan, and Directors Plan, and incentive stock units activity and related information for the 2011 Plan and the 2000 Plan with related information for the years ended December 31:

						Restricted Stock and Units						Incentive Stock Awards						Weighted Average Grant Date Fair Value
Outstanding at December 31, 2019						791,031						572,002						$	73.64
Granted						283,587						250,197						$	75.68
Vested						(345,859)						(147,069)						$	77.45
Adjustment for incentive stock awards expected to vest						—						(331,004)						$	71.32
Canceled						(72,753)						(73,481)						$	72.83
Outstanding at December 31, 2020						656,006						270,645						$	73.80
Granted						235,902						241,467						$	81.64
Vested						(350,955)						(37,672)						$	71.82
Adjustment for incentive stock awards expected to vest						—						180,767						$	76.26
Canceled						(33,255)						(48,106)						$	76.24
Outstanding at December 31, 2021						507,698						607,101						$	78.06
Granted						460,841						176,657						$	91.19
Vested						(234,597)						(43,039)						$	75.14
Adjustment for incentive stock awards expected to vest						—						45,301						$	84.55
Canceled						(44,522)						(41,176)						$	76.84
Outstanding at December 31, 2022						689,420						744,844						$	84.73

14. ACCUMULATED OTHER COMPREHENSIVE LOSS

Comprehensive income (loss) comprises both net income and the Other Comprehensive (loss) income resulting from the change in equity from transactions and other events and circumstances from non-owner sources.

The changes in Accumulated other comprehensive loss by component, net of tax, for the years ended December 31, 2022, 2021, and 2020 are as follows:

In millions						Foreign currency translation						Derivative contracts						Pension and post retirement benefit plans						Total
Balance at December 31, 2019						$	(308)					$	(3)					$	(72)					$	(383)
Other comprehensive income (loss) before reclassifications						48						6						(13)						41
Amounts reclassified from Accumulated other comprehensive loss						—						—						3						3
Other comprehensive income (loss), net						48						6						(10)						44
Balance at December 31, 2020						$	(260)					$	3					$	(82)					$	(339)
Other comprehensive (loss) income before reclassifications						(136)						(8)						13						(131)
Amounts reclassified from Accumulated other comprehensive loss						—						—						4						4
Other comprehensive (loss) income, net						(136)						(8)						17						(127)
Balance at December 31, 2021						$	(396)					$	(5)					$	(65)					$	(466)
Other comprehensive (loss) income before reclassifications						(200)						(4)						7						(197)
Amounts reclassified from Accumulated other comprehensive loss						—						—						2						2
Other comprehensive (loss) income, net						(200)						(4)						9						(195)
Balance at December 31, 2022						$	(596)					$	(9)					$	(56)					$	(661)

Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other income, net" with the tax impact recognized in "Income tax expense" on the Consolidated Statements of Income.

15. LEASES

The Company leases certain property, buildings and equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease components. Operating lease expense for the years ended December 31, 2022, 2021, and 2020 was $60 million, $59 million, and $57 million, respectively. During 2022 and 2021, new operating leases of $80 million were added during each year. As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate. Wabtec does not have material financing leases, short-term or variable leases or sublease income.

Scheduled payments of operating lease liabilities are as follows:

In millions			Operating Leases
2023			$	61
2024			53
2025			46
2026			39
2027			29
Thereafter			129
Total lease payments			357
Less: Present value discount			(23)
Present value lease liabilities			$	334

The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:

			December 31, 2022						December 31, 2021
Weighted-average remaining lease term (years)			8.3						8.2
Weighted-average discount rate			2.3		%				2.3		%

16. WARRANTIES

The following table reconciles the changes in the Company’s product warranty reserve as follows:

In millions						2022						2021
Balance at beginning of year						$	259					$	279
Acquisitions						3						2
Warranty expense						79						116
Warranty claim payments						(91)						(124)
Foreign currency impact						(8)						(14)
Balance at end of year						$	242					$	259

17. FAIR VALUE MEASUREMENT AND DERIVATIVE INSTRUMENTS

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and explains the related disclosure requirements. ASC 820 indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.

Valuation Hierarchy. ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The Company’s cash, cash equivalents and restricted cash are highly liquid investments purchased with an original maturity of three months or less and are considered Level 1 on the fair value valuation hierarchy. The fair value of cash, cash equivalents and restricted cash approximated the carrying value at December 31, 2022 and December 31, 2021. The Company’s defined benefit pension plan assets consist primarily of equity security funds, debt security funds, insurance contracts, and temporary cash and cash equivalent investments. These investments are comprised of a number of investment funds that invest in a diverse portfolio of assets including equity securities, corporate and governmental bonds, and money markets. Trusts are valued at the net asset value (“NAV”) as determined by their custodian. NAV represents the accumulation of the unadjusted quoted close prices on the reporting date for the underlying investments divided by the total shares outstanding at the reporting dates (see Note 10). The Senior Notes are considered Level 2 based on the fair value valuation hierarchy. Contingent consideration related to the GE Transportation acquisition is considered Level 3 based on the fair value valuation hierarchy. At December 31, 2022 and 2021, $105 million and $110 million, respectively, were classified as "Other accrued liabilities" on the Company's Consolidated Balance Sheets and $47 million and $141 million, respectively, were included within long-term liabilities shown as "Contingent consideration" on the Company's Consolidated Balance Sheets. The fair value approximates the carrying value at December 31, 2022 and 2021.

Hedging Activities In the normal course of business, the Company is exposed to market risks related to interest rates, commodity prices and foreign currency exchange rate fluctuations, which may adversely affect our operating results and financial position. At times, we limit these risks through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity swaps and options. These hedging contracts are valued using broker quotations, or market transactions in either the listed or over-the counter markets. As such, these derivative instruments are classified within Level 2. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives for trading or speculative purposes.

Foreign Currency Exchange Risk

The Company uses forward contracts to hedge forecasted foreign currency denominated sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge firm commitments relevant to sales and purchases and forecasted transactions to be realized with high probability that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. For the years ended December 31, 2022, 2021 and 2020, the amounts reclassified into income were not material.

The Company has also established balance sheet risk management and net investment hedging programs to protect its balance sheet against foreign currency exchange rate volatility. We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including euro, Indian rupee, British pound sterling, Australian dollars and several other foreign currencies. Changes in these foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies. We hedge these exposures using foreign currency swap contracts and cross-currency swaps to offset the potential income statement effects on intercompany loans denominated in non-functional currencies. These programs reduce but do not eliminate foreign currency exchange rate risk entirely.

The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting, but which have the impact of largely mitigating foreign currency exposure. These foreign exchange contracts are accounted for on a full mark-to-market basis through earnings, with gains and losses recorded as a component of Other income, net. The net gain (loss) related to these contracts were $1, $(5) and $(1) million for the years ended December 31, 2022, 2021 and 2020, respectively. These contracts typically mature within one year.

The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of December 31, 2022, which are included in other current assets and liabilities on the Consolidated Balance Sheets:

									Fair Value												Gross Notional Amount
In millions			Level						Designated						Non-Designated						Designated						Non-Designated
Foreign Exchange Contracts
Other current assets			2						$	8					$	3					$	278					$	156
Other current liabilities			2						(11)						(3)						769						152
Total									$	(3)					$	—					$	1,047					$	308

The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of December 31, 2021, which are included in other current assets and liabilities on the Consolidated Balance Sheets:

									Fair Value												Gross Notional Amount
In millions			Level						Designated						Non-Designated						Designated						Non-Designated
Foreign Exchange Contracts
Other current assets			2						$	8					$	—					$	627					$	—
Other current liabilities			2						(1)						(2)						613						289
Cross-currency Swaps
Other current assets			2						—						—						14						—
Total									$	7					$	(2)					$	1,254					$	289

Interest Rate Risk

The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce its overall cost of borrowing. The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk. For the years ended December 31, 2022, 2021 and 2020, the amounts reclassified into income were not material.

Commodity Price Risk

The Company may use commodity forward swaps to manage its exposure to commodity price changes and to reduce its overall cost of manufacturing. For the years ended December 31, 2022, 2021 and 2020, the amounts reclassified into income were not material.

18. COMMITMENTS AND CONTINGENCIES

The Company is subject to a variety of environmental laws and regulations governing discharges to air and water, the handling, storage and disposal of hazardous or solid waste materials and the remediation of contamination associated with releases of hazardous substances. The Company believes its operations currently comply in all material respects with all of the various environmental laws and regulations applicable to our business; however, there can be no assurance that environmental requirements will not change in the future or that we will not incur significant costs to comply with such requirements.

Claims have been filed against the Company and certain of its affiliates in various jurisdictions across the United States by persons alleging bodily injury as a result of exposure to asbestos-containing products. The vast majority of the claims are submitted to insurance carriers for defense and indemnity, or to non-affiliated companies that retain the liabilities for the asbestos-containing products at issue. We cannot, however, assure that all of these claims will be fully covered by insurance, or that the indemnitors or insurers will remain financially viable. Our ultimate legal and financial liability with respect to these claims, as is the case with other pending litigation, cannot be estimated. A limited number of claims are not covered by insurance, nor are they subject to indemnity from non-affiliated parties. Management believes that the costs of the Company’s asbestos-related cases will not be material to the Company’s overall financial position, results of operations and cash flows.

Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), has received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operating of constant warning wireless crossings, and late delivery of the Train Management & Dispatch System (“TMDS”) for the Denver Eagle P3 Project, which is owned by the Denver Regional Transit District ("RTD"). No damages have been asserted for the alleged late delivery of the TMDS, and no formal claim has been filed; Xorail has successfully completed a remediation plan concerning the TMDS issues. With regard to the wireless crossing issue, as of September 8, 2017, DTC alleged that total damages were $37 million through July 31, 2017 and were continuing to accumulate. The majority of the damages stems from a delay in approval of the wireless crossing system by the Federal Railway Administration ("FRA") and the Public Utility Commission ("PUC"), resulting in the use of flaggers at all of the crossings pending approval of the wireless crossing system and certification of the crossings. DTC has alleged that the delay is due to Xorail's failure to achieve constant warning times for the crossings in accordance with the approval requirements imposed by the FRA and PUC. Xorail has denied DTC's assertions, stating that its system satisfied the contractual requirements. Xorail has worked with DTC to modify its system and implement the FRA's and PUC's previously undefined approval requirements; the FRA and PUC have both approved modified wireless crossing system, and as of August 2018, DTC completed the process of certifying the crossings and eliminated the use of flaggers. DTC has not updated its notices against Xorail, nor have they filed any formal claim against Xorail. On September 21, 2018, DTC filed a complaint against RTD in Colorado state court for breach of contract related to non-payments and the costs for the flaggers, asserting a change-in-law arising from the FRA/PUC’s new certification requirements. DTC's claim against RTD proceeded to trial on September 21, 2020. On February 10, 2023, the court issued a decision in favor of RTD, denying DTC's damages claim.

From time to time the Company is involved in litigation relating to claims arising out of its operations in the ordinary course of business. As of the date hereof, the Company is involved in no litigation that the Company believes will have a material adverse effect on its financial condition, results of operations or liquidity.

19. SEGMENT INFORMATION

The Company has two reportable segments—the Freight Segment and the Transit Segment. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations, the nature of the products and services, and customer type. The Company’s business segments are:

Freight Segment builds, rebuilds, upgrades, and overhauls locomotives, services locomotives and freight cars, and provides a range of component and digital solutions for customers in the freight and transit rail, mining, and marine industries. Wabtec manufactures and services components for new and existing freight cars and locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services, maintenance of way, and provides heat exchange and cooling systems for locomotives and power generation equipment. Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities, and also serves companies in the mining, marine, and industrial markets. We refer to sales of both goods, such as spare parts and equipment upgrades, and related services, such as monitoring, maintenance and repairs, as sales in our Services product line.

Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and buses. It also refurbishes subway cars and provides heating, ventilation, and air conditioning equipment, and doors for buses and subway cars. Customers include public transit authorities and municipalities, leasing companies, and manufacturers of subway cars and buses around the world.

The Company evaluates its business segments’ operating results based on income from operations. Intersegment sales are accounted for at prices that are generally established by reference to similar transactions with unaffiliated customers. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense and other unallocated charges.

Segment financial information for 2022 is as follows:
In million						Freight Segment						Transit Segment						Corporate Activities and Elimination						Total
Sales to external customers						$	6,012					$	2,350					$	—					$	8,362
Intersegment sales/(elimination)						51						31						(82)						—
Total sales						$	6,063					$	2,381					$	(82)					$	8,362
Income (loss) from operations						$	864					$	231					$	(84)					$	1,011
Interest expense and other, net						—						—						(157)						(157)
Income (loss) before income taxes						$	864					$	231					$	(241)					$	854
Depreciation and amortization						$	399					$	60					$	20					$	479
Capital expenditures						$	87					$	54					$	8					$	149
Segment assets						$	21,118					$	5,116					$	(7,718)					$	18,516

Segment financial information for 2021 is as follows:
In millions						Freight Segment						Transit Segment						Corporate Activities and Elimination						Total
Sales to external customers						$	5,239					$	2,583					$	—					$	7,822
Intersegment sales/(elimination)						48						33						(81)						—
Total sales						$	5,287					$	2,616					$	(81)					$	7,822
Income (loss) from operations						$	717					$	238					$	(79)					$	876
Interest expense and other, net						—						—						(139)						(139)
Income (loss) from operations before income taxes						$	717					$	238					$	(218)					$	737
Depreciation and amortization						$	405					$	70					$	16					$	491
Capital expenditures						$	79					$	48					$	3					$	130
Segment assets						$	18,291					$	5,768					$	(5,605)					$	18,454

Segment financial information for 2020 is as follows:
In millions						Freight Segment						Transit Segment						Corporate Activities and Elimination						Total
Sales to external customers						$	5,082					$	2,474					$	—					$	7,556
Intersegment sales/(elimination)						49						37						(86)						—
Total sales						$	5,131					$	2,511					$	(86)					$	7,556
Income (loss) from operations						$	584					$	230					$	(69)					$	745
Interest expense and other, net						—						—						(188)						(188)
Income (loss) before income taxes						$	584					$	230					$	(257)					$	557
Depreciation and amortization						$	393					$	67					$	13					$	473
Capital expenditures						$	70					$	40					$	26					$	136

The following geographic area data as of and for the years ended December 31, 2022, 2021 and 2020, respectively, includes net sales based on product shipment destination and long-lived assets, which consist of property, plant and equipment, net of depreciation, resident in their respective countries:

						Net Sales																		Long-Lived Assets
In millions						2022						2021						2020						2022						2021
United States						$	3,734					$	3,321					$	3,161					$	956					$	983
Canada						454						462						372						5						6
Mexico						287						220						187						21						22
North America						4,475						4,003						3,720						982						1,011
South America						336						301						217						37						32
United Kingdom						213						300						314						40						45
Germany						339						383						351						59						70
France						273						286						252						52						54
Italy						163						196						172						33						29
Switzerland						73						88						83						2						2
Other Europe						385						427						405						50						55
Europe						1,446						1,680						1,577						236						255
India						531						531						441						131						151
Australia / New Zealand						465						386						366						8						9
China						244						228						225						29						32
Other Asia / Middle East						183						177						199						—						—
Egypt						164						32						360						—						—
Other Africa						119						72						138						3						4
Kazakhstan / Russia / CIS						399						412						313						3						3
Total						$	8,362					$	7,822					$	7,556					$	1,429					$	1,497

Net sales to external customers by product line are as follows:

In millions						2022						2021						2020
Freight Segment:
Services						$	2,819					$	2,430					$	2,068
Equipment						1,528						1,302						1,531
Components						936						867						819
Digital Electronics						729						640						664
Total Freight Segment sales						$	6,012					$	5,239					$	5,082
Transit Segment:
Original Equipment Manufacturer						$	1,095					$	1,193					$	1,139
Aftermarket						1,255						1,390						1,335
Total Transit Segment sales						$	2,350					$	2,583					$	2,474

20. OTHER INCOME, NET

The components of Other income, net are as follows:

						For the year ended December 31,
In millions						2022						2021						2020
Foreign currency gain (loss)						$	6					$	8					$	(8)
Equity income						17						20						10
Expected return on pension assets/amortization						7						9						10
Other miscellaneous (expense) income						(1)						1						(1)
Total Other income, net						$	29					$	38					$	11

21. RESTRUCTURING

During the first quarter of 2022, Wabtec announced a three-year strategic initiative (“Integration 2.0”) to review and consolidate our operating footprint, reduce headcount, streamline the end-to-end manufacturing process, restructure the North America distribution channels, expand operations in low-cost countries, and simplify the business through systems enablement. Through this initiative, Management will also evaluate additional capital investments to further simplify and streamline the business. The Company anticipates that it will incur one-time charges related to Integration 2.0 of approximately $135 million to $165 million.

During 2022, the Company incurred one-time charges related to the initiative of approximately $46 million, of which approximately $39 million was included in Cost of goods sold and approximately $7 million was included in Selling, general and administrative expenses on the Consolidated Statements of Income. These charges are primarily for employee-related costs associated with site consolidations in Europe, and costs related to the restructuring of the North America distribution channels. Approximately $32 million is related to actions in the Transit segment and approximately $14 million is related to actions in the Freight segment.

Total charges related to Integration 2.0 to date are approximately $69 million which includes amounts recorded in the fourth quarter 2021 for similar actions in Europe. Cash payments made during 2022 were not material.