Westinghouse Air Brake Technologies (WAB) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: For example, although] the [removed: economic slowdown caused by COVID-19 did not result in any material cancellations of the Company's backlog, it did impact the] timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines.

[removed: Due to] [added: In] the [removed: ongoing impacts and uncertainty of continued impacts] [added: aftermath] of the [removed: COVID-19 pandemic and] [added: disruptions caused by] the [removed: global government actions] [added: COVID-19 pandemic, various disruptive forces have continued] to [removed: contain it,] [added: impact] some of our supply chains, particularly in China, India, the U.S., and [removed: Europe, have been, and continue to be, impacted.][added: Europe.]

Supply chain disruptions and labor availability [added: constraints] have caused [removed: component] [added: 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 [added: diesel, utilities, energy,] metals and [added: other] commodities costs, transportation and logistics [removed: costs and] [added: costs,] labor [removed: costs] [added: costs, and foreign currency exchange rate fluctuations] have [removed: all resulted from the COVID-19 pandemic.][added: persisted.]

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

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

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

Given the tremendous uncertainties and [removed: variables,] [added: variables associated with public health crises,] we cannot [removed: at this time] predict the impact of [removed: the global COVID-19 pandemic, or any future pandemic,] [added: such events,] but any one could have a material adverse impact on our business, financial position, results of operations and/or cash flows.

For the fiscal year ended December 31, [removed: 2022,] [added: 2023,] approximately 55% of our consolidated net sales were to customers outside of the United States.

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

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

[removed: The ongoing] [added: For example, the current] conflict between Russia and [removed: Ukraine] [added: Ukraine, has and] may [added: continue to] adversely affect our business and results of [removed: operations.][added: operations.]

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

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

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

[removed: We cannot assure that] costs incurred to comply with any new standards or regulations will not be material to our business, results of operations and financial condition.

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

We make statements about our ESG goals and initiatives through information provided in reports that we file or furnish with the Securities and [added: Exchange Commission, on our website, in press statements, and in other communications, including through our Sustainability Reports.]

The [removed: incident] [added: incidents] did not have a material impact on our business, operations or financial results.

At December 31, [removed: 2022,] [added: 2023,] we had total debt of [removed: $4.0] [added: $4.1] billion, primarily related to Senior Notes.

- require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, [removed: acquisitions] [added: acquisitions,] and other general corporate purposes;

- place us at a disadvantage compared to competitors that have less debt; [removed: and]

- limit our ability to borrow additional [removed: funds.][added: funds; and,]

In addition, we are required to maintain (i) a ratio of EBITDA to interest expense of at least 3.00 to 1.00 over each period of four consecutive fiscal quarters ending on the last day of a fiscal quarter and (ii) a Leverage Ratio, calculated [added: by Net Debt] as of the last day of [removed: a] [added: such] fiscal quarter [added: to EBITDA] for [removed: a period of] [added: the] four [removed: consecutive fiscal quarters,] [added: quarters then ended,] of 3.5 or less.

For example, although the economic slowdown caused by COVID-19 did not result in any material cancellations of the Company's backlog, it did impact

improvements will be obtained or the timing of such improvements.

As was evidenced by the COVID-19 pandemic, public health crises have the potential to dramatically impact the global health and economic environment and to trigger significant economic volatility and operational uncertainty.

While our operations have generally stabilized since the peak of the COVID-19 pandemic, future public health emergencies, which could include a resurgence of COVID-19, and unpredictable responses by authorities around the world could negatively impact our global operations, customers and suppliers.

Any future public health crises, epidemics, pandemics or similar events could result in disruptions to our operations, including higher rates of employee absenteeism and supply chain disruptions, decreased demand for our products, volatility in financial markets, and overall deterioration of national and global economic conditions.

Regional and international conflicts, such as the ongoing conflict between Russia and Ukraine and turmoil in the Mideast Region, may adversely affect our business and results of operations.

Regional and international conflicts could have a wide range of negative consequences, including causing damage or disruption to international commerce, disruptions to transportation and distribution routes, volatility in commodity markets, supply chain disruptions, business disruptions (including labor shortages), foreign currency dislocations or broader regional instability.

We cannot assure that

- result in higher borrowing costs impacting our financial results upon refinancing any of our maturing debt.

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

Since first reported in late 2019, the COVID-19 pandemic has dramatically impacted the global health and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, government challenges and market volatility of an unprecedented nature.

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

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

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

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

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

Accordingly, COVID-19 had a materially adverse impact on our operations and business results for the years ended December 31, 2021, and 2020.

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

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

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

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

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

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

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

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

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

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

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

acceptable to us.

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

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

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

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

However, uncertainty around general global economic and market conditions, exacerbated by the COVID-19 pandemic, will have an impact on our sales and operations in 2023 and beyond.

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

currency hedging agreements.

the European Union and other regulatory agencies around the world.

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

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

In [removed: 2022,] [added: 2023,] approximately 55% of the Company’s [removed: net] [added: Net] sales came from customers outside the U.S.

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

The Company anticipates that it will incur one-time [added: restructuring] charges of approximately $135 million to $165 million related to this [removed: initiative.][added: initiative, of which approximately $118 million has been incurred through December 31, 2023.]

[removed: The estimate] [added: Total estimated initiative charges] could change based on the specific programs approved or changes to the scope of the review.

[removed: During 2022, the Company incurred one-time charges related to the initiative of approximately] $46 [removed: million,] [added: million were recorded during the twelve months ended December 31, 2022,] primarily for employee-related costs associated with site consolidations in Europe and costs related to the restructuring of [removed: the] North America distribution channels.

[removed: See] [added: Additional information with respect to the Revolving Receivables Program is included in] Note [removed: 21] [added: 2] of "Notes to Consolidated Financial Statements" included in Part II, Item 8 of this [removed: report for additional information.][added: report.]

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

The Company [removed: has implemented] [added: utilizes] various mitigating actions intended to lessen the impact of [removed: these unfavorable economic conditions.][added: macroeconomic volatility.]

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

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

During 2022, the [removed: Freight Segment] [added: Company] made three strategic acquisitions [added: in the Freight Segment] for a combined purchase price of $89 million.

Two of the acquisitions are reported in the Digital [removed: Electronics] [added: Intelligence] product line and one is reported in the Services product line.

On March 31, 2021, the [removed: Services product line of the Freight Segment] [added: Company] acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment.

The Company also made acquisitions [removed: in prior periods] [added: during 2021] not listed above which are individually and collectively immaterial.

[removed: 2022] [added: 2023] COMPARED TO [removed: 2021][added: 2022]

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

| In millions | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

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

| Sales of goods | | | | | | $ | [removed: 6,459] [added: 7,647] | | | | | $ | [removed: 6,205] [added: 6,459] | |

| Sales of services | | | | | | [removed: 1,903] [added: 2,030] | | | | | | [removed: 1,617] [added: 1,903] | | |

| Total net sales | | | | | | [removed: 8,362] [added: 9,677] | | | | | | [removed: 7,822] [added: 8,362] | | |

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

| Cost of goods | | | | | | [removed: (4,791)] [added: (5,581)] | | | | | | [removed: (4,545)] [added: (4,791)] | | |

| Cost of services | | | | | | [removed: (1,031)] [added: (1,152)] | | | | | | [removed: (908)] [added: (1,031)] | | |

| Total cost of sales | | | | | | [removed: (5,822)] [added: (6,733)] | | | | | | [removed: (5,453)] [added: (5,822)] | | |

| Gross profit | | | | | | [removed: 2,540] [added: 2,944] | | | | | | [removed: 2,369] [added: 2,540] | | |

| Selling, general and administrative expenses | | | | | | [removed: (1,029)] [added: (1,139)] | | | | | | [removed: (1,030)] [added: (1,029)] | | |

| Engineering expenses | | | | | | [removed: (209)] [added: (218)] | | | | | | [removed: (176)] [added: (209)] | | |

| Amortization expense | | | | | | [removed: (291)] [added: (321)] | | | | | | [removed: (287)] [added: (291)] | | |

| Total operating expenses | | | | | | [removed: (1,529)] [added: (1,678)] | | | | | | [removed: (1,493)] [added: (1,529)] | | |

| Income from operations | | | | | | [removed: 1,011] [added: 1,266] | | | | | | [removed: 876] [added: 1,011] | | |

| Interest expense, net | | | | | | [removed: (186)] [added: (218)] | | | | | | [removed: (177)] [added: (186)] | | |

| Other income, net | | | | | | [removed: 29] [added: 44] | | | | | | [removed: 38] [added: 29] | | |

| Income before income taxes | | | | | | [removed: 854] [added: 1,092] | | | | | | [removed: 737] [added: 854] | | |

| Income tax expense | | | | | | [removed: (213)] [added: (267)] | | | | | | [removed: (172)] [added: (213)] | | |

| Net income | | | | | | [removed: 641] [added: 825] | | | | | | [removed: 565] [added: 641] | | |

| Less: Net income attributable to noncontrolling interest | | | | | | [removed: (8)] [added: (10)] | | | | | | [removed: (7)] [added: (8)] | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | [removed: 633] [added: 815] | | | | | $ | [removed: 558] [added: 633] | |

During 2023, Wabtec continued to execute on our value creation framework by signing strategic orders for locomotive modernizations in North America that will span multiple years, new locomotives with a North American railroad, new locomotives in Brazil, long-term supply and maintenance agreement for brakes in India, and mining drive systems in high altitude applications.

We announced our largest certified pre-owned order for 69 locomotives for a North American customer and won a contract to supply pantograph and Passenger Information Systems for up to 504 transit cars.

Wabtec completed the strategic acquisition of L&M Radiator, Inc., a leading manufacturer of heavy-duty equipment radiators and heat exchangers for the mining sector, and acquired the remaining 50% ownership interest in Lokomotiv Kurastyru Zauyty (LKZ), a locomotive manufacturing and assembly plant in Kazakhstan.

We delivered our 500th locomotive in Kazakhstan for the CIS region and our 500th locomotive to Indian Railways, which was a significant milestone in our 10-year contract.

Our senior unsecured debt was upgraded by Moody's, which reflects resiliency of the business, our balance sheet strength and strong cash generation.

Additionally, Wabtec rebranded our Digital Electronics product line to Digital Intelligence, a change that more accurately reflects the complete digital products and services portfolio offered to our customers.

The Digital Intelligence portfolio was also expanded with entry into the railcar telematics market.

During the twelve months ended December 31, 2023, the Company incurred one-time restructuring charges for programs included in the initiative of approximately $49 million which were primarily for employee-related costs and asset write downs associated with site consolidations in Europe.

Programs approved to date are expected to result in approximately 15 facility closures and impact approximately 1,100 employees.

Charges related to Integration 2.0 of

In addition to Integration 2.0, Wabtec is focused on exiting various low margin product offerings through Portfolio Optimization to improve profitability while reducing manufacturing complexity.

Wabtec expects to incur approximately $85 million in net exit charges related to Portfolio Optimization, which will be predominately non-cash asset write downs.

Wabtec recorded charges of approximately $28 million in the fourth quarter of 2023 for asset write downs related to Portfolio Optimization.

Future macroeconomic volatility, supply chain disruptions and labor availability could cause component and raw material shortages resulting in an adverse effect on the timing of the Company’s revenue and cash flows.

A portion of our workers are represented by labor unions.

The United Electrical, Radio and Machine Workers of America (UE), Locals 506 and 618 collective bargaining agreement, covering approximately 1,400 locomotive manufacturing workers in Erie, Pennsylvania, expired on June 9, 2023.

Negotiations with UE officially began on April 27, 2023 and an agreement between the Company and the UE was not reached before the contract expired.

On June 22, 2023, the UE voted against ratification of the Company's proposed agreement and authorized a strike.

The Company and the UE subsequently reached an agreement that was ratified by the UE on August 31, 2023, ending the labor strike.

The Company continuously monitors its labor activity.

During the fourth quarter of 2023, the Company purchased the remaining ownership shares of LKZ, a locomotive manufacturing and assembly company located in Kazakhstan for $111 million, at which time it became a wholly owned subsidiary of the Company.

Prior to this purchase, Wabtec owned 50% of LKZ as a joint venture partner and accounted for its interest as an equity method investment.

During the second quarter of 2023, the Company acquired L&M Radiator, Inc., a leading manufacturer of heavy-duty equipment radiators and heat exchangers for the mining sector, for a purchase price of approximately $245 million.

| Organic | | | | | | 864 | | | | | | 340 | | | | | | 1,204 | | |

| 2023 Net Sales | | | | | | $ | 6,962 | | | | | $ | 2,715 | | | | | $ | 9,677 | |

Organic sales increased $1.20 billion which was attributable to both the Freight and Transit Segments.

Sales from acquisitions contributed $109 million in the Freight Segment.

Transit Segment organic sales increased by

$340 million primarily as a result of increased demand for Aftermarket and Original Equipment Manufacturing products driven by increased infrastructure investment.

The increase is primarily due to the increase in Net sales.

As a result of the change in ownership interest and obtaining control of LKZ, Wabtec's previously held equity interest balance was remeasured to fair value, resulting in a gain of approximately $35 million recorded to Other income, net.

The decrease in the effective tax rate in 2023 is primarily the result of earnings mix.

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

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

| In millions | | | | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | | % Change | | |

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

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

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

| Services | | | | | | 444 | | |

| Equipment | | | | | | 250 | | |

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

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

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

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

The Company expects to continue to incur increased costs in future quarters.

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

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

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

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

Uncertainty around general global economic and market conditions, including fluctuations in currency exchange rates, could have an impact on our sales and operations in 2023 and beyond.

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

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

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

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

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

In addition, Components sales increased due to a higher railcar build, increased railcars in operation, and growth in industrial end-markets and Digital Electronics sales increased due to higher demand for on-board locomotive products and technology upgrades.

Sales from

acquisitions contributed $87 million, primarily in the Freight Segment and unfavorable changes in foreign exchange rates decreased sales by $304 million, primarily in the Transit segment.

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

The decrease as a percentage of sales is primarily due to improved productivity and lower restructuring costs, partially offset by unfavorable product mix and the increase in the costs described above.

Amortization expense increased $4 million, due to acquisitions.

The rate for the year ended December 31, 2021 was favorably impacted by filing amended federal and state income tax returns for a prior year to incorporate changes in tax regulations.

The absence of this benefit in the current year was partially offset by a more favorable earnings mix across jurisdictions.

| Services | | | | | | 347 | | |

| Equipment | | | | | | 251 | | |

| Digital Electronics | | | | | | 58 | | |

At December 31, [removed: 2022,] [added: 2023,] the Company's interest risk related to variable-rate debt is limited to the amounts borrowed under the [removed: multi-currency Revolving] [added: Restated] Credit [removed: Facility.][added: Agreement, which was limited to the]

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

Refer to [removed: “Financial Derivatives and Hedging Activities”] [added: "Summary of Significant Account Policies"] in [removed: Notes] [added: Note] 2, [added: “Fair Value Measurement and Derivative Instruments” in Note] 17 and [removed: 20] [added: "Segment Information" in Note 19] of “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report for more information regarding foreign currency exchange risk and sales by geographic area.

amount borrowed under the Delayed Draw Term Loan.

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

Wabtec has approximately [removed: 27,000] [added: 29,000] employees, excluding contingent workers, and operations in over 50 countries.

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

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

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

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

Wabtec has an installed base of [removed: more than 23,000 locomotives and content on virtually all North American locomotives and freight cars,] [added: nearly 24,000 locomotives,] as well as a diverse offering of Transit [added: locomotives and cars both internationally and domestically.]

Consistent with the [removed: 2020] UNIFE study, increased investment in infrastructure improvements, digitalization and automation is expected, all of which would improve efficiency in the global rail industry.

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

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

As a result of the large base of [removed: more than 23,000] [added: nearly 24,000] locomotives currently in use, Wabtec's Services product lines of modernizing, [removed: rebuilding,] [added: rebuilding and overhauling,] remanufacturing, maintaining, and exchanging locomotives and components in the aftermarkets provides a significant, recurring revenue stream.

In [removed: 2022,] [added: 2023,] the Freight Segment accounted for approximately 72% of Wabtec’s total net sales, with approximately [removed: 56%] [added: 58%] of its net sales in the U.S. [removed: In 2022,] [added: and] approximately 66% of the Freight Segment’s net sales were in the aftermarket.

In [removed: 2022,] [added: 2023,] the Transit Segment accounted for approximately 28% of our total net sales, with approximately [removed: 17%] [added: 19%] of its net sales in the U.S. Approximately [removed: half] [added: 55%] of the Transit Segment’s net sales are in the [removed: aftermarket with the remainder in the original equipment market.][added: aftermarket.]

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

Digital [removed: & Electronic] [added: Intelligence] Products:

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

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

- Passenger information systems and [removed: CCTV][added: closed-circuit television]

- Doors, window assemblies, accessibility [removed: lifts and] [added: lifts,] ramps [added: and electric charging solutions] for buses

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

- Breadth of product offering with a stable mix of original equipment market (OEM) and aftermarket [removed: business. Our product portfolio is one of the broadest in the rail industry, as we offer a wide selection of quality parts, components and assemblies across the entire train and worldwide.][added: business.]

Our substantial installed base of products with [removed: end-users] [added: end-users,] such as the railroads and the passenger transit [removed: authorities] [added: authorities,] is a significant competitive advantage for providing products and services to the aftermarket because these customers often look to purchase safety- and performance-related replacement parts [added: and technology upgrades] from the original equipment components supplier.

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

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

- [removed: Market leader in decarbonizing] [added: Lead] the [removed: rail industry.] [added: decarbonization of rail.] Today, rail represents the cleanest, most energy [removed: efficient,] [added: efficient] and safest mode of moving freight and people on land.

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

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

- Driving the digital transformation of the rail [removed: industry.] [added: industry.] Our early investment in data analytics and software has allowed us to become a strategic partner for customers looking to derive new value from [removed: assets and] [added: existing assets,] digitally transform their [removed: operations.][added: operations and enhance their network optimization.]

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

The breadth of our Digital [removed: and Electronic] [added: Intelligence] solutions gives customers confidence in our ability to address their current and future [removed: needs.][added: needs with the latest digital technologies.]

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

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

- Streamlined cost structure and operational excellence provide operating leverage and support Wabtec’s growth. We focus on driving continuous operational improvement across the organization by sharing best practices, instilling a culture of learning, problem solving and [removed: continuous] [added: constant] improvement, and driving standard operating practices.

We strive to generate sufficient cash to invest in our growth strategies [removed: and to build on what we consider to be a leading position as a low-cost producer in the industry] while maintaining world-class product [removed: quality,] [added: value,] technology and customer responsiveness.

Over time, we [removed: expect] [added: intend] to continue to increase operating margins, improve cash flow and strengthen our ability to invest in the following growth strategies:

- Accelerate innovation of scalable technologies. We continue to emphasize innovation and development funding to create new products and capabilities to increase customer productivity, efficiency, capacity, utilization and safety, such as the battery electric locomotive, [added: hydrogen powered locomotive,] vehicle monitoring and data analytics.

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

We have a multi-year initiative to build on our existing expertise and technologies in the [removed: digital and electronics areas.][added: Digital Intelligence space.]

We are focusing on technological advances, especially in the areas of electronics, battery power and alternative fuels, [added: including hydrogen technologies,] braking products and other on-board equipment, as a means to deliver new product growth.

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

software-enabled solutions designed to improve customer safety, efficiency and productivity in the transportation and mining industries; overhauls locomotives; and provides heat exchangers and cooling systems for rail and other industrial markets.

- Heat transfer components and systems for diesel and gas engine cooling, generator and transformer coolers and high temperature applications

- Pantographs

Wabtec is utilizing a flexible and growing portfolio of freight rail and passenger transit products and innovative technologies to support customers’ sustainability goals and targets.

From pioneering advancements to current signaling systems and network efficiency solutions, we are striving to increase the rail capacity to move more freight by train.

Wabtec is working to reduce existing locomotive fleet emissions through fuel-efficiency solutions and testing renewable diesel and biofuels.

We are developing advanced propulsion technologies such as the first heavy-haul 100% battery electric locomotive.

In 2023, Wabtec secured several orders for new battery-electric locomotives and modernizations that will upgrade existing fleets to help our customers extend the service life of their fleet and improve performance and reliability.

We are also conducting collaborative research and development efforts with the National Laboratories to support the use of hydrogen to lower emissions across the rail industry.

In 2023, Norfolk Southern recognized Wabtec’s innovations in modernizing locomotives with its inaugural Thoroughbred Sustainability Partner Award in recognition of energy efficiency, innovation, and environmental stewardship.

Wabtec also is implementing energy-reducing technologies for the passenger transit sector.

In 2022, Wabtec received sustainability awards from both the German Ministry of Transportation and Deutsche Bahn and for our Green Air heating, ventilation, and air conditioning (HVAC) solution.

During 2023, Wabtec also expanded the Digital Intelligence portfolio with entry into the railcar telematics market.

We have a long history of advancing technologies to meet customer needs and have been recognized for the development and production of locomotives, equipment, including PTC equipment, and systems for the freight rail and passenger transit industries.

We are also a service provider for freight rail and passenger transit vehicles.

Our significant installed base enables opportunities in the aftermarket parts and services business.

Completed strategic acquisitions and integrations have also led to operating synergies across Wabtec.

and South America.

| New orders | | | | | | 5,850 | | | | | | 2,967 | | | | | | 8,817 | | |

| Less: Net sales | | | | | | (6,962) | | | | | | (2,715) | | | | | | (9,677) | | |

| Balance at December 31, 2023 | | | | | | $ | 17,831 | | | | | $ | 4,168 | | | | | $ | 21,999 | |

| 2024 | | | | | | $ | 5,450 | | | | | $ | 2,007 | | | | | $ | 7,457 | |

| Thereafter | | | | | | $ | 12,381 | | | | | $ | 2,161 | | | | | $ | 14,542 | |

We actively review our patent procurement processes and make adjustments as appropriate to the business environment.

As we refine our sustainability strategy, we believe it is important to listen to our key stakeholders.

We publish an annual Sustainability Report, where we present ESG information, including policies, goals, activities, and qualitative and quantitative data on our progress.

*ESG Governance*

The ESG governance framework is supported by Wabtec's broader enterprise risk management process, which is Wabtec's primary vehicle for assessing and managing operational, strategic, financial, and compliance risk.

An enterprise risk management report, which includes climate change as a risk category, with the status of relevant mitigation measures, is reviewed with the Board of Directors twice a year.

In 2023, after years of growth and integration, we took the next step on our journey to become One Wabtec by aligning the behaviors of our legacy companies and evolving our shared culture.

We launched our new cultural blueprint through our Vision, Mission, and Values after hearing from over 2,200 diverse stakeholders around the globe, including our customers, team members, managers, senior leaders, and Board of Directors.

Our vision; Revolutionize the way the world moves for future generations.

Our mission; unlock our customers’ potential by delivering innovative and lasting transportation solutions.

At Wabtec, our purpose stems from four values that shape our core identity: People First, Expand the Possible, Embrace Diversity, and One Wabtec.

These values are woven throughout our global operations, and they motivate us to build lasting connections.

Negotiations with the UE officially began on April 27, 2023 and an agreement between the Company and the UE was not reached before the contract expired.

On June 22, 2023, the UE voted against ratification of the Company's proposed agreement and authorized a strike.

The Company and the UE subsequently reached an agreement that was ratified by the UE on August 31, 2023, ending the labor strike.

Wabtec's Board is considered 44% diverse based on gender, race/ethnicity.

In addition, Wabtec recognized our first graduating class of the Propel leadership development program created for mid-career employees and designed to cultivate and accelerate individual leadership and growth for our engineers around the world.

We hold a leading market share for many of our core product lines globally.

- *Significant operating synergies and improved financial profile*.

The acquisition and integration of GE Transportation has led to operating synergies across all of Wabtec.

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

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

- *Scale of Wabtec’s operations*.

- *Complementary Digital and Electronics technologies*.

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

- *Enhanced Aftermarket and Services opportunities*.

locomotives and cars both internationally and domestically, which enables significant opportunities in the higher-margin aftermarket parts and services business and mitigates the exposure to cycles.

- Draft gears, couplers and slack adjusters

- Heat exchangers and cooling products for locomotives and power generation equipment

- Pantographs and third rail collectors

- Energy measuring systems

- Antifire systems

- Sanitation systems

- Electric charging solutions for buses and electric ferries

We are a leader in the freight rail and passenger transit industries by capitalizing on the strength of our existing products, technological capabilities and new product innovations, and by our ability to harden products to protect them from severe

conditions, including extreme temperatures and high-vibration environments.

Supported by our technical staff of more than 6,300 engineers and specialists, we have extensive experience in a broad range of product lines, which enables us to provide comprehensive, systems-based solutions for our customers.

We have continued to develop Energy Management Solutions for railroads to further reduce fuel consumption and emissions.

These developments include the design of a battery electric locomotive that will be integrated with other diesel electric locomotives in a train.

This hybrid consist, under the control of our Trip Optimizer software, will significantly reduce fuel consumption and have the ability to operate in a low emission state while in populated areas.

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

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

Other new products include HVAC inverter integrated solutions, brake discs and brake controls, platform doors and gates and door controllers.

Our key strengths include:

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

We are also a leading provider of braking equipment; heating, ventilation and air conditioning equipment; door assemblies and platform screen doors; lifts and ramps; couplers and current collection equipment, such as pantographs, for passenger transit vehicles.

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

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

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

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

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

Today, rail represents the cleanest, most energy efficient and safest mode of moving freight

and people on land.

Sales of aftermarket parts and services typically represent approximately 60% of total net sales.

| Balance at December 31, 2021 | | | | | | $ | 18,502 | | | | | $ | 3,667 | | | | | $ | 22,169 | |

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

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

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

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The registrant estimates that as of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately [removed: $15.0] [added: $19.4] billion based on the closing price on the New York Stock Exchange for such stock.

As of February [removed: 10, 2023, 180,352,300] [added: 9, 2024, 177,028,765] shares of Common Stock of the registrant were issued and outstanding.

Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May [removed: 17, 2023] [added: 16, 2024] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#i32ab2a8d50f648cbb80ab760b249fd5e_16)] [added: [Business](#idb56a27a654944c4a339e5d96a9a9a35_16)] | | | [removed: [3](#i32ab2a8d50f648cbb80ab760b249fd5e_16)] [added: [3](#idb56a27a654944c4a339e5d96a9a9a35_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i32ab2a8d50f648cbb80ab760b249fd5e_22)] [added: Factors](#idb56a27a654944c4a339e5d96a9a9a35_22)] | | | [removed: [15](#i32ab2a8d50f648cbb80ab760b249fd5e_22)] [added: [15](#idb56a27a654944c4a339e5d96a9a9a35_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i32ab2a8d50f648cbb80ab760b249fd5e_25)] [added: Comments](#idb56a27a654944c4a339e5d96a9a9a35_25)] | | | [removed: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_25)] [added: [24](#idb56a27a654944c4a339e5d96a9a9a35_25)] | | |

| Item 2. | | | [removed: [Properties](#i32ab2a8d50f648cbb80ab760b249fd5e_28)] [added: [Properties](#idb56a27a654944c4a339e5d96a9a9a35_28)] | | | [removed: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_28)] [added: [25](#idb56a27a654944c4a339e5d96a9a9a35_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i32ab2a8d50f648cbb80ab760b249fd5e_31)] [added: Proceedings](#idb56a27a654944c4a339e5d96a9a9a35_31)] | | | [removed: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_31)] [added: [25](#idb56a27a654944c4a339e5d96a9a9a35_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i32ab2a8d50f648cbb80ab760b249fd5e_34)] [added: Disclosures](#idb56a27a654944c4a339e5d96a9a9a35_34)] | | | [removed: [25](#i32ab2a8d50f648cbb80ab760b249fd5e_34)] [added: [25](#idb56a27a654944c4a339e5d96a9a9a35_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i32ab2a8d50f648cbb80ab760b249fd5e_40)] [added: Securities](#idb56a27a654944c4a339e5d96a9a9a35_40)] | | | [removed: [26](#i32ab2a8d50f648cbb80ab760b249fd5e_40)] [added: [26](#idb56a27a654944c4a339e5d96a9a9a35_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i32ab2a8d50f648cbb80ab760b249fd5e_43)] [added: [\[Reserved\]](#idb56a27a654944c4a339e5d96a9a9a35_43)] | | | [removed: [27](#i32ab2a8d50f648cbb80ab760b249fd5e_43)] [added: [27](#idb56a27a654944c4a339e5d96a9a9a35_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i32ab2a8d50f648cbb80ab760b249fd5e_46)] [added: Operations](#idb56a27a654944c4a339e5d96a9a9a35_46)] | | | [removed: [28](#i32ab2a8d50f648cbb80ab760b249fd5e_46)] [added: [28](#idb56a27a654944c4a339e5d96a9a9a35_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i32ab2a8d50f648cbb80ab760b249fd5e_61)] [added: Risk](#idb56a27a654944c4a339e5d96a9a9a35_70)] | | | [removed: [43](#i32ab2a8d50f648cbb80ab760b249fd5e_61)] [added: [42](#idb56a27a654944c4a339e5d96a9a9a35_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i32ab2a8d50f648cbb80ab760b249fd5e_64)] [added: Data](#idb56a27a654944c4a339e5d96a9a9a35_73)] | | | [removed: [44](#i32ab2a8d50f648cbb80ab760b249fd5e_64)] [added: [44](#idb56a27a654944c4a339e5d96a9a9a35_73)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i32ab2a8d50f648cbb80ab760b249fd5e_67)] [added: Disclosure](#idb56a27a654944c4a339e5d96a9a9a35_190)] | | | [removed: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_67)] [added: [83](#idb56a27a654944c4a339e5d96a9a9a35_190)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i32ab2a8d50f648cbb80ab760b249fd5e_70)] [added: Procedures](#idb56a27a654944c4a339e5d96a9a9a35_193)] | | | [removed: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_70)] [added: [83](#idb56a27a654944c4a339e5d96a9a9a35_193)] | | |

| Item 9B. | | | [Other [removed: Information](#i32ab2a8d50f648cbb80ab760b249fd5e_73)] [added: Information](#idb56a27a654944c4a339e5d96a9a9a35_196)] | | | [removed: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_73)] [added: [83](#idb56a27a654944c4a339e5d96a9a9a35_196)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i32ab2a8d50f648cbb80ab760b249fd5e_76)] [added: Inspections](#idb56a27a654944c4a339e5d96a9a9a35_199)] | | | [removed: [80](#i32ab2a8d50f648cbb80ab760b249fd5e_76)] [added: [83](#idb56a27a654944c4a339e5d96a9a9a35_199)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: Governance](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | | [removed: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: Compensation](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | | [removed: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: Matters](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | | [removed: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: Independence](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | | [removed: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: Services](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | | [removed: [81](#i32ab2a8d50f648cbb80ab760b249fd5e_82)] [added: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i32ab2a8d50f648cbb80ab760b249fd5e_88)] [added: Schedules](#idb56a27a654944c4a339e5d96a9a9a35_211)] | | | [removed: [82](#i32ab2a8d50f648cbb80ab760b249fd5e_88)] [added: [85](#idb56a27a654944c4a339e5d96a9a9a35_211)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i32ab2a8d50f648cbb80ab760b249fd5e_205)] [added: Summary](#idb56a27a654944c4a339e5d96a9a9a35_217)] | | | [removed: [86](#i32ab2a8d50f648cbb80ab760b249fd5e_205)] [added: [89](#idb56a27a654944c4a339e5d96a9a9a35_217)] | | |

| Item 1C. | | | [Cybersecurity](#idb56a27a654944c4a339e5d96a9a9a35_14293651163126) | | | [24](#idb56a27a654944c4a339e5d96a9a9a35_14293651163126) | | |

*Risk Management and Strategy*

The security of the Company’s products, data, services and network is a critical priority.

To effectively assess, identify and manage material risks associated with cybersecurity threats, the Company has adopted a comprehensive approach with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, third-party management, security (with respect to physical assets, products, networks and systems), security monitoring and vulnerability identification.

The Company has, and continues to, invest in internal and external tools to better detect, patch, monitor, and restore systems.

Further, the Company maintains cybersecurity insurance coverage intended to protect against loss of business and other related consequences resulting from cyber incidents.

The Company also maintains a global incident response plan and regularly conducts exercises to help with our overall preparedness.

The Company takes measures to improve and update our cybersecurity program, including independent third party assessments, penetration testing and scanning of our systems for vulnerabilities.

The Company pairs with assessors, consultants, auditors, and other third-party service providers and advisers to assist in monitoring cybersecurity risks.

The Company remains committed to preserving the integrity of its network, while remaining adaptable to identify new and emerging threats relying on both internal and external research and intelligence gathering.

The Company has instituted a Cybersecurity Awareness Month program and the Cybersecurity Champion Network for continuous improvement via trainings and continued awareness on emerging cybersecurity risks.

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

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

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

*Governance*

The Company and its Board understands the importance of maintaining a secure environment for our products, data and systems that effectively supports our business objectives and customer needs.

Cybersecurity risks are overseen by the Audit Committee of the Board.

The Senior Vice-President and Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) provide ongoing and continuing reports to the Audit Committee, which includes information about cyber-risk management, the effectiveness of the Company’s cybersecurity framework, and benchmarking the Company against its industry peers.

The CISO is responsible for navigating cyber risks, data access governance, security governance and global regulatory compliance related to cybersecurity regulations and industry standards.

The Company also has a Chief Product Security Officer (“CPSO”) who manages imbedding cybersecurity in the Company’s products and services as they are being developed.

The Company’s CIO, CISO, and cybersecurity team collectively have decades of experience in various roles managing information security, developing cybersecurity strategy, and implementing, planning and operationalizing a comprehensive global IT infrastructure.

Our CIO and CISO maintain relevant degrees, certifications, and trainings while also being recognized as experts in their respective fields by industry leaders.

The Company also conducts ongoing cyber security reviews which includes updates on the Company’s enterprise cybersecurity risk and product cybersecurity risk.

Risk is assessed utilizing internal key performance indicators and external

evaluations to determine the Company’s cybersecurity score in comparison to its peer group.

Wabtec's Board of Directors participates in all enterprise annual security awareness training and phishing campaigns.

Throughout the year, as appropriate, in addition to regularly scheduled updates, the Audit Committee, CIO, and CISO maintain an ongoing dialogue regarding the Company’s cybersecurity risk and posture.

The cybersecurity framework is also supported by Wabtec's broader enterprise risk management process to ensure alignment of the Company’s cybersecurity efforts with the Company’s overall enterprise risk management.

| | | | | | |

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

The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, [removed: 2022.][added: 2023.]

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

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

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

| Grove City, PA | | | | | | [removed: Manufacturing/Warehouse] [added: Manufacturing/Warehouse/Service] | | | | | | Freight | | | | | | Own | | | | | | [removed: 486,000 | | |] [added: 728,000] | | |

| Salem, VA | | | | | | [removed: Manufacturing] [added: Manufacturing/Warehouse/Office] | | | | | | Freight | | | | | | Own | | | | | | 320,000 | | | [removed: | | |]

| [removed: Justin, Texas] [added: Hibbing, MN] | | | | | | [removed: Manufacturing/Warehouse] [added: Manufacturing/Warehouse/Office] | | | | | | Freight | | | | | | Own | | | | | | [removed: 305,000 | | |] [added: 157,000] | | |

| Fort Worth, [removed: Texas] [added: TX] | | | | | | [removed: Manufacturing/Warehouse] [added: Manufacturing/Warehouse/Office] | | | | | | Freight | | | | | | [removed: Own | | |] [added: Own/Lease] | | | [removed: 304,000] | | | [added: 1,438,000] | | |

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

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

| [removed: Shenyang, China] [added: Doncaster, UK] | | | | | | Manufacturing/Warehouse/Office | | | | | | Transit | | | | | | Own | | | | | | [removed: 336,000 | | |] [added: 330,000] | | |

| [removed: Shenyang City,] [added: Shanghai,] China | | | | | | [removed: Manufacturing] [added: Manufacturing/Warehouse/Office] | | | | | | Transit | | | | | | Lease | | | | | | [removed: 291,000 | | |] [added: 220,000] | | |

| Piossasco, Italy | | | | | | [removed: Manufacturing] [added: Manufacturing/Warehouse/Office] | | | | | | Transit | | | | | | Own | | | | | | 301,000 | | | [removed: | | |]

| [removed: Burton-on-Trent, UK] [added: Spartanburg, SC] | | | | | | [removed: Manufacturing/Office] [added: Manufacturing/Warehouse/Office] | | | | | | Transit | | | | | | [removed: Lease | | |] [added: Own/Lease] | | | [removed: 260,000] | | | [added: 184,000] | | |

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

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

| Oak Creek, WI | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Lease | | | | | | 290,000 | | |

| Indianapolis, IN | | | | | | Distribution Center/Office | | | | | | Freight | | | | | | Own | | | | | | 265,000 | | |

| Kansas City, MO | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Lease | | | | | | 200,000 | | |

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

| Astana, Kazakhstan | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Own/Lease | | | | | | 700,000 | | |

| Bihar, India | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Own/Lease | | | | | | 500,000 | | |

| San Luis Potosi, Mexico | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight/Transit | | | | | | Own/Lease | | | | | | 480,000 | | |

| Contagem, Brazil | | | | | | Manufacturing/Warehouse/Office | | | | | | Freight | | | | | | Own | | | | | | 310,000 | | |

| Tours, France | | | | | | Manufacturing/Warehouse/Office | | | | | | Transit | | | | | | Own/Lease | | | | | | 250,000 | | |

| Pilsen, Czech | | | | | | Manufacturing/Warehouse/Office | | | | | | Transit | | | | | | Lease | | | | | | 236,000 | | |

| Bangalore, India | | | | | | Office | | | | | | Corporate | | | | | | Lease | | | | | | 171,000 | | |

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

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

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

| Hanover Park, Illinois | | | | | | Manufacturing | | | | | | Freight | | | | | | Lease | | | | | | 250,000 | | | | | |

| Doncaster, UK | | | | | | Manufacturing | | | | | | Transit | | | | | | Own | | | | | | 330,000 | | | | | |

| Changzhou, China | | | | | | Manufacturing | | | | | | Transit | | | | | | Own | | | | | | 316,000 | | | | | |

| Northampton, UK | | | | | | Manufacturing | | | | | | Freight | | | | | | Lease | | | | | | 300,000 | | | | | |

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

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February [removed: 10, 2023,] [added: 9, 2024,] there were [removed: 180,352,300] [added: 177,028,765] shares of Common Stock outstanding held by approximately [removed: 103,420] [added: 96,274] holders of record.

The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of Directors, currently at a rate of approximately [removed: $123] [added: $142] million annually.

The graph below compares the total stockholder return through December 31, [removed: 2022,] [added: 2023,] of Wabtec’s common stock to (i) the S&P 500, (ii) the S&P 500 Industrials and, (iii) our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, [removed: Arconic,] Borg Warner, CSX, Dover, Emerson Electric, Fortive, Greenbrier Companies, [added: Howmet Aerospace,] Illinois Tool Works, Ingersoll-Rand, Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, Terex, Textron, Trinity Industries, and Xylem.

[removed: ][added: ]

(1) As of December 31, [removed: 2022,] [added: 2023,] approximately [removed: $322] [added: $431] million was remaining under the stock repurchase plan.

On February [removed: 14, 2023,] [added: 9, 2024,] the Board of Directors reauthorized its stock repurchase program to refresh the amount available for stock repurchases to [removed: $750 million] [added: $1 billion] of the Company’s outstanding shares.

This new stock repurchase authorization supersedes the previous authorization of $750 million, of which approximately [removed: $232] [added: $333] million remained at the reauthorization date.

| October 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 588 | |

| November 2023 | | | | | | 819,918 | | | | | | $ | 111.55 | | | | | 819,918 | | | | | | $ | 496 | |

| December 2023 | | | | | | 565,029 | | | | | | $ | 115.92 | | | | | 565,029 | | | | | | $ | 431 | |

| Total quarter ended December 31, 2023 | | | | | | 1,384,947 | | | | | | $ | 113.33 | | | | | 1,384,947 | | | | | | $ | 431 | |

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

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

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

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

Based on its assessment, Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria in Internal Control-Integrated Framework issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] has been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Westinghouse Air Brake Technologies Corporation (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, cash flows and shareholders' equity for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15.(2)] [added: 15(2)] (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 15, 2023] [added: 14, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company has long-term customer arrangements involving the design and production of highly engineered products that require revenue to be recognized over time. The Company uses input-based measures for determining the amount of revenue, [removed: cost] [added: cost,] and gross margin to recognize over time for these customer arrangements. The input methods used for these arrangements include costs of material and labor. During the year ended December 31, [removed: 2022,] [added: 2023,] 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 [removed: design] [added: design,] and tested the operating effectiveness of controls over the Company's process to recognize revenue over time on long-term contracts, including controls over management’s review of the significant underlying assumptions described above. Our audit procedures also included, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in management's calculations. This included, for example, inspection of the executed [removed: contracts] [added: contract] 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. | | |

[removed: February 15, 2023][added: *2023*]

We have audited Westinghouse Air Brake Technologies Corporation’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Westinghouse Air Brake Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15.(2)] [added: 15(2)] and our report dated February [removed: 15, 2023] [added: 14, 2024] expressed an unqualified opinion thereon.

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 [removed: 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.]

| In millions, except par value | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Cash, cash equivalents and restricted cash | | | | | | $ | [removed: 541] [added: 620] | | | | | $ | [removed: 473] [added: 541] | |

| Accounts receivable | | | | | | [removed: 975] [added: 1,160] | | | | | | [removed: 1,085] [added: 975] | | |

| Unbilled accounts receivable | | | | | | [removed: 544] [added: 524] | | | | | | [removed: 392] [added: 544] | | |

| Inventories, net | | | | | | [removed: 2,034] [added: 2,284] | | | | | | [removed: 1,689] [added: 2,034] | | |

| Other current assets | | | | | | [removed: 233] [added: 267] | | | | | | [removed: 193] [added: 233] | | |

| Total current assets | | | | | | [removed: 4,327] [added: 4,855] | | | | | | [removed: 3,832] [added: 4,327] | | |

| Property, plant and equipment, net | | | | | | [removed: 1,429] [added: 1,485] | | | | | | [removed: 1,497] [added: 1,429] | | |

| Goodwill | | | | | | [removed: 8,508] [added: 8,780] | | | | | | [removed: 8,587] [added: 8,508] | | |

| Other intangible assets, net | | | | | | [removed: 3,402] [added: 3,205] | | | | | | [removed: 3,705] [added: 3,402] | | |

| Other noncurrent assets | | | | | | [removed: 850] [added: 663] | | | | | | [removed: 833] [added: 850] | | |

| Total noncurrent assets | | | | | | [removed: 14,189] [added: 14,133] | | | | | | [removed: 14,622] [added: 14,189] | | |

| Total Assets | | | | | | $ | [removed: 18,516] [added: 18,988] | | | | | $ | [removed: 18,454] [added: 18,516] | |

| Accounts payable | | | | | | $ | [removed: 1,301] [added: 1,250] | | | | | $ | [removed: 1,012] [added: 1,301] | |

| Customer deposits | | | | | | [removed: 772] [added: 804] | | | | | | [removed: 629] [added: 772] | | |

| Accrued compensation | | | | | | [removed: 300] [added: 341] | | | | | | [removed: 335] [added: 300] | | |

| Accrued warranty | | | | | | [removed: 215] [added: 220] | | | | | | [removed: 228] [added: 215] | | |

| Current portion of long-term debt | | | | | | [removed: 251] [added: 781] | | | | | | [removed: 2] [added: 251] | | |

| Other accrued liabilities | | | | | | [removed: 628] [added: 660] | | | | | | [removed: 704] [added: 628] | | |

| Total current liabilities | | | | | | [removed: 3,467] [added: 4,056] | | | | | | [removed: 2,910] [added: 3,467] | | |

| Long-term debt | | | | | | [removed: 3,751] [added: 3,288] | | | | | | [removed: 4,056] [added: 3,751] | | |

| Accrued postretirement and pension benefits | | | | | | [removed: 57] [added: 62] | | | | | | [removed: 77] [added: 57] | | |

| Deferred income taxes | | | | | | [removed: 326] [added: 318] | | | | | | [removed: 288] [added: 326] | | |

| Contingent consideration | | | | | | [removed: 47] [added: —] | | | | | | [removed: 141] [added: 47] | | |

| Other [removed: long term] [added: long-term] liabilities | | | | | | [removed: 721] [added: 740] | | | | | | [removed: 743] [added: 721] | | |

| Total Liabilities | | | | | | [removed: 8,369] [added: 8,464] | | | | | | [removed: 8,215] [added: 8,369] | | |

| Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued; [removed: 181.2] [added: 177.8] and [removed: 185.8] [added: 181.2] shares outstanding at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | | | | 2 | | | | | | 2 | | |

| Additional paid-in capital | | | | | | [removed: 7,953] [added: 7,977] | | | | | | [removed: 7,916] [added: 7,953] | | |

Management has excluded L&M Radiator, Inc. and Lokomotiv Kurastyru Zauyty (LKZ) from its assessment of internal controls over financial reporting as of December 31, 2023 because the Company acquired L&M Radiator, Inc. effective June 15, 2023, and LKZ effective December 22, 2023.

L&M Radiator, Inc. and LKZ are both subsidiaries whose total assets represent 1.6% and 2.1%, respectively, and customer revenues represents 0.8% and 0.0%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of L&M Radiator, Inc. and Lokomotiv Kurastyru Zauyty (LKZ), which are included in the 2023 consolidated financial statements of the Company and constituted 1.6% and 2.1% of total assets respectively, as of December 31, 2023 and 0.8% and 0.0% of net sales respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of L&M Radiator, Inc. and LKZ.

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.

| Net income attributable to Wabtec shareholders | | | | | | $ | 815 | | | | | $ | 633 | | | | | $ | 558 | |

| Distribution to noncontrolling interest | | | | | | (17) | | | | | | — | | | | | | — | | |

| Payment of income tax withholding on share-based compensation | | | | | | (16) | | | | | | (7) | | | | | | (7) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 815 | | | | | | — | | | | | | 10 | | | | | | 825 | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.9) | | | | | | (412) | | | | | | — | | | | | | — | | | | | | — | | | | | | (412) | | |

| Distribution to noncontrolling interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (17) | | | | | | (17) | | |

| Balance, December 31, 2023 | | | | | | 226.9 | | | | | | $ | 2 | | | | | $ | 7,977 | | | | | (49.1) | | | | | | $ | (2,171) | | | | | $ | 5,269 | | | | | $ | (590) | | | | | $ | 37 | | | | | $ | 10,524 | |

The Company will perform either a qualitative or quantitative test for goodwill, performing a quantitative test for each identified reporting unit at least every three years.

opportunities and any other information that could impact the Company’s estimates of revenue and costs.

During 2022, the program was amended to increase the transfer limit up to $350 million of certain receivables.

| Customer collections remitted to financial institution | | | | | | (2,677) | | | | | | (1,701) | | | | | | (1,372) | | |

Deferred pre-production costs were $61 million and $64 million at December 31, 2023 and 2022, respectively which are included in Other noncurrent assets on the Consolidated Balance Sheets.

Accounting Standards Recently Issued In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

The amendments in this update are intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition to the current requirements, the amendments specify additional information be provided about the chief operating decision maker (CODM) as well as disaggregated expense categories, to the extent that the CODM utilizes such data in deciding how to allocate resources.

The amendments in this update do not affect the recognition, measurement, or financial statement presentation of expenses, and will be effective for Wabtec's annual reporting periods beginning January 1, 2024 and interim reporting periods beginning January 1, 2025.

The amendments will require increased interim and annual disclosures on current and comparable reporting periods presented in annual and interim company filings.

The Company is assessing the extent of the impact of the amendments on our filings.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.

The amendments in this update require entities to disclose on an annual basis specific categories within the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

The amendments in this update also require enhanced disaggregation of disclosures about income taxes paid and income tax expense, among other changes.

The amendments in this update do not affect the recognition, measurement, or financial statement presentation of income taxes and will be effective for Wabtec's annual reporting periods beginning January 1, 2025.

The amendments will require increased annual disclosures on current and comparable reporting periods presented in annual and interim company filings.

The Company is assessing the extent of the impact of the amendments on our filings.

The Company has entered into supply chain financing arrangements with third-party financial institutions to provide our vendors with enhanced payment options while providing the Company with added working capital flexibility.

The Company does not provide any guarantees under these arrangements, does not have an economic interest in our supplier's voluntary participation, does not receive an economic benefit from the financial institutions, and no assets are pledged under the arrangements.

The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 45 and net 180 days, and does not result in a change in the classification of amounts due as Accounts payable in the Consolidated Balance Sheets.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $305 million and $296 million of the Company's outstanding Accounts payable as of December 31, 2023 and December 31, 2022, respectively.

The supplier invoices included under the program require payment in full to the financial institutions consistent with the Company’s normal terms and conditions as agreed upon with the vendor.

On December 22, 2023, the Company purchased the remaining ownership shares of Lokomotiv Kurastyru Zauyty (LKZ), a locomotive manufacturing and assembly company located in Kazakhstan, at which time it became a wholly owned subsidiary of the Company.

Prior to this purchase, Wabtec owned 50% of LKZ as a joint venture partner and accounted for its ownership interest as an equity method investment.

Total purchase price for the remaining 50% interest was $111 million.

As a result of the change in ownership interest and obtaining control of LKZ, Wabtec's previously held equity interest balance was remeasured to fair value, resulting in a gain of approximately $35 million recorded to Other income, net.

Upon acquisition, Wabtec ceased accounting for the investment using the equity method and recognized 100% of LKZ's identifiable assets and liabilities, and LKZ's results of operations and cash flows are fully consolidated subsequent to the acquisition date.

The following table summarizes the fair value of 100% of the LKZ assets acquired and liabilities assumed:

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

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

| Balance, December 31, 2019 | | | | | | 226.9 | | | | | | $ | 2 | | | | | $ | 7,877 | | | | | (35.2) | | | | | | $ | (807) | | | | | $ | 3,268 | | | | | $ | (383) | | | | | $ | 37 | | | | | $ | 9,994 | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 414 | | | | | | — | | | | | | (2) | | | | | | 412 | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.1) | | | | | | (207) | | | | | | — | | | | | | — | | | | | | — | | | | | | (207) | | |

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.

There is no exchange of funds until the delivery date.

Since the original program was entered into in May of 2020, the Company has completed several amendments to the agreed upon transfer limit.

receivables sold is insignificant.

| Collections reinvested under revolving receivables agreement | | | | | | (1,701) | | | | | | (1,372) | | | | | | (779) | | |

Deferred pre-production costs were $64 million and $86 million at December 31, 2022 and 2021, respectively.

Accounting Standards Recently Issued

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.

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

*Nordco*

weighting of 75% and 25%, respectively.

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.

| Balance at December 31, 2020 | | | | | | $ | 6,872 | | | | | $ | 1,613 | | | | | $ | 8,485 | |

| Additions | | | | | | 214 | | | | | | 15 | | | | | | 229 | | |

| 2023 | | | | | | $ | 292 | |

| 2023 | | | $ | 251 | |

| Thereafter | | | 1,250 | | |

| Total | | | $ | 4,023 | |

The Restated

| Maximum Revolving Credit Facility Availability | | | | | | $ | 1,500 | |

| Letters of Credit Under Credit Agreement | | | | | | (3) | | |

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.

Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of December 31, [removed: 2022.][added: 2023.]

There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, [removed: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting [removed: appears] [added: is included in Part II, Item 8 of this report] on page [removed: [44](#i32ab2a8d50f648cbb80ab760b249fd5e_91)] [added: [44](#idb56a27a654944c4a339e5d96a9a9a35_76)] and is incorporated by reference herein.

Ernst & Young LLP's attestation report on internal control over financial reporting [removed: appears] [added: is included] on [added: Part II, Item 8 of this report on] page [removed: [47](#i32ab2a8d50f648cbb80ab760b249fd5e_97)] [added: [47](#idb56a27a654944c4a339e5d96a9a9a35_82)] and is incorporated by reference herein.

None of Wabtec's Directors or Officers have adopted, terminated, or materially modified any trading plans, whether or not the plan was intended to qualify for the affirmative defense under Rule 10b5-1, during the fourth quarter ended December 31, 2023.

None.

In accordance with the provisions of General Instruction G(3) to Form 10-K, the information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) is incorporated herein by reference from the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May [removed: 17, 2023,] [added: 16, 2024,] except for the Equity Compensation Plan Information required by Item 12, which is set forth in the table below.

The definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, [removed: 2022.][added: 2023.]

This table provides aggregate information as of December 31, [removed: 2022] [added: 2023] concerning equity awards under Wabtec’s compensation plans and arrangements.

| Equity compensation plans approved by shareholders | | | | | | 1,100,000 | | | | | | $ | [removed: 77.32] [added: 78.41] | | | | | [removed: 5,500,000] [added: 4,900,000] | | |

| Total | | | | | | 1,100,000 | | | | | | $ | [removed: 77.32] [added: 78.41] | | | | | [removed: 5,500,000] [added: 4,900,000] | | |

| | | | [Management’s Reports to Westinghouse Air Brake Technologies Corporation [removed: Shareholders](#i32ab2a8d50f648cbb80ab760b249fd5e_91)] [added: Shareholders](#idb56a27a654944c4a339e5d96a9a9a35_76)] | | | [removed: [44](#i32ab2a8d50f648cbb80ab760b249fd5e_91)] [added: [44](#idb56a27a654944c4a339e5d96a9a9a35_76)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i32ab2a8d50f648cbb80ab760b249fd5e_94)] [added: Firm](#idb56a27a654944c4a339e5d96a9a9a35_79)] (PCAOB ID: 42, Pittsburgh, Pennsylvania) | | | [removed: [45](#i32ab2a8d50f648cbb80ab760b249fd5e_94)] [added: [45](#idb56a27a654944c4a339e5d96a9a9a35_79)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i32ab2a8d50f648cbb80ab760b249fd5e_97)] [added: Reporting](#idb56a27a654944c4a339e5d96a9a9a35_82)] | | | [removed: [47](#i32ab2a8d50f648cbb80ab760b249fd5e_97)] [added: [47](#idb56a27a654944c4a339e5d96a9a9a35_82)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_100)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_100)] [added: 202](#idb56a27a654944c4a339e5d96a9a9a35_85)[3](#idb56a27a654944c4a339e5d96a9a9a35_85)] [and [removed: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_100)21] [added: 20](#idb56a27a654944c4a339e5d96a9a9a35_85)22] | | | [removed: [48](#i32ab2a8d50f648cbb80ab760b249fd5e_100)] [added: [49](#idb56a27a654944c4a339e5d96a9a9a35_85)] | | |

| | | | [Consolidated Statements of Income for the three years ended December 31, [removed: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_106)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_106)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_106)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_106)] [added: 202](#idb56a27a654944c4a339e5d96a9a9a35_91)[3](#idb56a27a654944c4a339e5d96a9a9a35_91)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_91)[2](#idb56a27a654944c4a339e5d96a9a9a35_91)] [and [removed: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_106)20] [added: 20](#idb56a27a654944c4a339e5d96a9a9a35_91)21] | | | [removed: [49](#i32ab2a8d50f648cbb80ab760b249fd5e_106)] [added: [50](#idb56a27a654944c4a339e5d96a9a9a35_91)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_109)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_109)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_109)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_109)] [added: 202](#idb56a27a654944c4a339e5d96a9a9a35_94)[3](#idb56a27a654944c4a339e5d96a9a9a35_94)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_94)[2](#idb56a27a654944c4a339e5d96a9a9a35_94)] [and [removed: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_109)20] [added: 20](#idb56a27a654944c4a339e5d96a9a9a35_94)21] | | | [removed: [50](#i32ab2a8d50f648cbb80ab760b249fd5e_109)] [added: [51](#idb56a27a654944c4a339e5d96a9a9a35_94)] | | |

| | | | [Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_112)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_112)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_112)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_112)] [added: 202](#idb56a27a654944c4a339e5d96a9a9a35_97)[3](#idb56a27a654944c4a339e5d96a9a9a35_97)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_97)[2](#idb56a27a654944c4a339e5d96a9a9a35_97)] [and [removed: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_112)20] [added: 20](#idb56a27a654944c4a339e5d96a9a9a35_97)21] | | | [removed: [51](#i32ab2a8d50f648cbb80ab760b249fd5e_112)] [added: [52](#idb56a27a654944c4a339e5d96a9a9a35_97)] | | |

| | | | [Consolidated Statements of Shareholders’ Equity for the three years ended December 31, [removed: 202](#i32ab2a8d50f648cbb80ab760b249fd5e_115)[2](#i32ab2a8d50f648cbb80ab760b249fd5e_115)[, 202](#i32ab2a8d50f648cbb80ab760b249fd5e_115)[1](#i32ab2a8d50f648cbb80ab760b249fd5e_115)] [added: 202](#idb56a27a654944c4a339e5d96a9a9a35_100)[3](#idb56a27a654944c4a339e5d96a9a9a35_100)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_100)[2](#idb56a27a654944c4a339e5d96a9a9a35_100)] [and [removed: 20](#i32ab2a8d50f648cbb80ab760b249fd5e_115)20] [added: 20](#idb56a27a654944c4a339e5d96a9a9a35_100)21] | | | [removed: [52](#i32ab2a8d50f648cbb80ab760b249fd5e_115)] [added: [53](#idb56a27a654944c4a339e5d96a9a9a35_100)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i32ab2a8d50f648cbb80ab760b249fd5e_121)] [added: Statements](#idb56a27a654944c4a339e5d96a9a9a35_106)] | | | [removed: [53](#i32ab2a8d50f648cbb80ab760b249fd5e_121)] [added: [54](#idb56a27a654944c4a339e5d96a9a9a35_106)] | | |

| | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#i32ab2a8d50f648cbb80ab760b249fd5e_202)] [added: Accounts](#idb56a27a654944c4a339e5d96a9a9a35_214)] | | | [removed: [86](#i32ab2a8d50f648cbb80ab760b249fd5e_202)] [added: [89](#idb56a27a654944c4a339e5d96a9a9a35_214)] | | |

| 4.18 | | | [Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of [removed: 1934](#i32ab2a8d50f648cbb80ab760b249fd5e_1)] [added: 1934](#idb56a27a654944c4a339e5d96a9a9a35_1)] | | | 1 | | |

| 10.8 | | | [Westinghouse Air Brake Technologies Corporation](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm) [removed: [](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[A](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[mended and](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm) [R](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[estated](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)] [2011 Stock Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[*](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm) [as amended and restated, as of March 31, 2022](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)[*](https://www.sec.gov/Archives/edgar/data/943452/000162828022021268/wabtecex10.htm)] | | | 5 | | |

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

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

| 10.22 | | | [Severance and Employment Continuation Agreement of Rafael Santana dated as of December 5, [removed: 202](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)[2*](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)[](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)] [added: 2022*](https://www.sec.gov/Archives/edgar/data/943452/000114036122044669/brhc10045145_ex10-1.htm)] | | | 26 | | |

| 21.0 | | | [List of subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex210-10k2022.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex210-10k2023.htm)] | | | 1 | | |

| 22.0 | | | [List of Subsidiary [removed: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex220-10k2022.htm)] [added: Guarantors](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex220-10k2023.htm)] | | | 1 | | |

| 23.1 | | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex231-10k2022.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex231-10k2023.htm)] | | | 1 | | |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex311-10k2022.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex311-10k2023.htm)] | | | 1 | | |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex312-10k2022.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex312-10k2023.htm)] | | | 1 | | |

| 32.1 | | | [Section 1350 [removed: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828023003675/wabex321-10k2022.htm)] [added: Certifications](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex321-10k2023.htm)] | | | 1 | | |

| Allowance for doubtful accounts | | | | | | $ | [removed: 20] [added: 28] | | | | | $ | [removed: 18] [added: 8] | | | | | $ | — | | | | | $ | [removed: (1)] [added: (5)] | | | | | $ | [removed: 37] [added: 31] | |

| Valuation allowance-taxes | | | | | | $ | [removed: 58] [added: 46] | | | | | $ | [removed: —] [added: 12] | | | | | $ | — | | | | | $ | [removed: (16)] [added: —] | | | | | $ | [removed: 42] [added: 58] | |

| 97.1 | | | [The Clawback Policy](https://www.sec.gov/Archives/edgar/data/943452/000162828024004774/wabex971.htm) | | | 1 | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Date: | | | February [removed: 15, 2023] [added: 14, 2024] | | | By: | | | /S/ RAFAEL SANTANA | | |

| By | | | /S/ ALBERT J. NEUPAVER | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ RAFAEL SANTANA | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ JOHN A. OLIN | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ JOHN A. MASTALERZ | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ LINDA A. HARTY | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ BEVERLEY BABCOCK | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ LEE BANKS | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ BYRON FOSTER | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ BRIAN P. HEHIR | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ WILLIAM E. KASSLING | | | February [removed: 15, 2023] [added: 14, 2024] | | |

| By | | | /S/ ANN R. KLEE | | | February [removed: 15, 2023] [added: 14, 2024] | | |