Westinghouse Air Brake Technologies (WAB) 10-K risk factor changes: FY2024 vs FY2023

In recent years, the global transportation landscape has been characterized by rapid changes in technology, leading to innovative [added: developments in] transportation and logistics [removed: concepts] that could change the way the railway industry does business.

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

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

Additionally, [added: market factors, such as] broad-based inflation, escalation of [removed: diesel, utilities, energy, metals and other] commodities costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations [removed: have persisted.][added: may exacerbate the impacts of such disruptions.]

There can be no assurance that [removed: there will not be further, or deeper,] supply chain [removed: disruptions,] [added: disruptions will not occur from time to time,] or that the steps we [removed: are taking] [added: take] to mitigate such disruptions will be effective or achieve their desired results in a timely fashion.

If we are unable to identify or consummate suitable [removed: acquisitions, joint ventures] [added: acquisitions] or [removed: alliances,] [added: joint ventures,] we may be unable to fully implement our business strategy, and our business and results of operations may be adversely affected as a result.

[removed: While our operations have generally stabilized since the peak of the COVID-19 pandemic, future] [added: Future] public health emergencies, [removed: 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.

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] approximately [removed: 55%] [added: 53%] of our consolidated net sales were to customers outside of the United States.

- possible terrorist attacks, conflicts and wars, including [removed: those against] [added: actions targeting] American interests.

[removed: We are subject to currency exchange rate] risk to the extent that our costs may be denominated in currencies other than those in which we earn and report revenues and vice versa.

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

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

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

[added: 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.

[removed: We have incurred, and will continue to incur, both operating and capital costs to comply with environmental laws and regulations,] including costs associated with the clean-up and investigation of some of our current and former properties and offsite disposal locations.

The potential challenges posed by evolving climate change policy and prospective [removed: legislation] [added: regulation] are heavily dependent on the nature and degree of such [added: legislation, the consistency (or lack of consistency) of] legislation [added: across jurisdictions in which we operate,] and the extent to which [removed: it] [added: such regulation and legislation] applies to our industry.

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

From time to time, we are subject, directly or through our subsidiaries, to litigation or other commercial disputes and other legal and regulatory proceedings with respect to our business, customers, suppliers, creditors, stockholders, product liability [removed: (including,] [added: (including] asbestos claims), intellectual property infringement, competition and antitrust claims, warranty claims or environmental-related matters.

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

[removed: The] [added: In each instance, the] Company [added: has] promptly activated incident response protocols and completed a thorough investigation.

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

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

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

If we were to experience a strike or work stoppage, it [removed: would] [added: could] be difficult for us to find a sufficient number of employees with the necessary skills to replace these employees.

At December 31, [removed: 2023,] [added: 2024,] we had total debt of [removed: $4.1] [added: $4.0] billion, primarily related to Senior [removed: Notes.][added: Notes, and the 2022 and 2024 Credit Agreements ("Credit Agreements").]

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

The indentures for our outstanding Senior Notes and our [removed: Restated] [added: 2022 and 2024] Credit [removed: Agreement] [added: Agreements] contain various covenants that limit our management’s discretion in the operation of our businesses.

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

In addition, we are required to maintain (i) [removed: a ratio of EBITDA to interest expense] [added: an Interest Coverage Ratio] of at least 3.00 to [removed: 1.00 over each period of] [added: 1.00, calculated using an earning metric as defined in the agreement compared to Interest Expense for the] four [removed: consecutive fiscal] quarters [removed: ending on the last day of a fiscal quarter] [added: then ended] and (ii) a Leverage Ratio, calculated by [removed: Net Debt] [added: net debt (total debt, net of up to $300 million of unrestricted cash)] as of the last day of such fiscal quarter to [removed: EBITDA] [added: the defined earnings metric] for the four quarters then ended, of 3.5 or less.

All terms are as defined in the [removed: Restated] Credit [removed: Agreement.][added: Agreements.]

Such customer orders may be subject to delays and cancellations based on various market- and customer-specific conditions.

For example, although the

For example, the COVID-19 pandemic caused supply chain disruptions, particularly with respect to channels in China, India, the U.S. and Europe, and labor availability constraints that resulted in component, raw material and chip shortages.

In addition, we may fail to consummate future acquisitions, joint ventures or other business combinations for a variety of reasons, including the failure to satisfy closing conditions, potential regulatory interventions, or the possibility of competing bidders presenting a superior offer.

We are subject to currency exchange rate

We have incurred, and will continue to incur, both operating and capital costs to comply with environmental laws and regulations,

Potential regulation addressing climate change may affect the Company's operations and products in certain jurisdictions.

For instance, we have experienced cyber-security incidents that have impacted the Company's network.

We have also been indirectly affected by vulnerabilities in third-party systems used for certain Wabtec products.

Such an event could result in

Such customer orders are dependent upon their markets and customers and may be subject to delays and cancellations.

the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines.

In the aftermath of the disruptions caused by the COVID-19 pandemic, various disruptive forces have continued to impact some of our supply chains, particularly in China, India, the U.S., and Europe.

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

We cannot assure that we will be able to consummate any future acquisitions, joint ventures or other business combinations.

We cannot assure that

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

The Company’s manufacturing and service operations typically result in emissions of greenhouse gases.

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

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

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

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

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

In [removed: 2023,] [added: 2024,] approximately [removed: 55%] [added: 53%] of the Company’s Net sales came from customers outside the U.S.

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

During the first quarter of 2022, Wabtec announced Integration 2.0, a [removed: three-year] [added: multi-year] strategic initiative to target incremental run rate synergies [added: now] estimated to be [removed: between $75 million and $90] [added: approximately $100] million [removed: in 2025.][added: by the end of 2026.]

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

The Company [removed: anticipates that it will] [added: now expects to] incur [added: approximately $170 million of] one-time restructuring charges [removed: of approximately $135 million to $165 million] related to [removed: this initiative,] [added: Integration 2.0,] of which approximately [removed: $118] [added: $146] million has been incurred through December 31, [removed: 2023.][added: 2024.]

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

During the twelve months ended December 31, [added: 2024 and] 2023, the Company incurred one-time restructuring charges for programs included in the initiative of approximately [removed: $49] [added: $28] million [removed: which were] [added: and $49 million, respectively,] primarily for employee-related costs and asset write downs associated with site consolidations in Europe.

[removed: Programs approved to date are expected to result] [added: Approved programs resulted] in approximately 15 facility closures and [removed: impact] [added: impacted] approximately [removed: 1,100] [added: 1,000] employees.

Wabtec [added: now] expects to incur approximately [removed: $85] [added: $70] million in net exit charges related to Portfolio Optimization, which will be predominately non-cash asset write downs.

[added: For the years ended December 31, 2024 and 2023,] Wabtec recorded charges of approximately $28 million [removed: in the fourth quarter of 2023] [added: primarily] for asset write [removed: downs related to Portfolio Optimization.]

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 through [removed: Integration 2.0.][added: our restructuring programs.]

Based on the Company's assessment, the incident [removed: has] [added: did] not [removed: had] [added: have] a 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 Company made three strategic acquisitions in the Freight Segment for a combined purchase price of $89 [removed: million.][added: million, net of cash acquired.]

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

[removed: 2023] [added: 2024] COMPARED TO [removed: 2022][added: 2023]

| In millions | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales of goods | | | | | | $ | [removed: 7,647] [added: 8,434] | | | | | $ | [removed: 6,459] [added: 7,647] | |

| Sales of services | | | | | | [removed: 2,030] [added: 1,953] | | | | | | [removed: 1,903] [added: 2,030] | | |

| Total [removed: net] [added: Net] sales | | | | | | [removed: 9,677] [added: 10,387] | | | | | | [removed: 8,362] [added: 9,677] | | |

| Cost of goods | | | | | | [removed: (5,581)] [added: (5,918)] | | | | | | [removed: (4,791)] [added: (5,581)] | | |

| Cost of services | | | | | | [removed: (1,152)] [added: (1,103)] | | | | | | [removed: (1,031)] [added: (1,152)] | | |

| Total [removed: cost] [added: Cost] of sales | | | | | | [removed: (6,733)] [added: (7,021)] | | | | | | [removed: (5,822)] [added: (6,733)] | | |

| Gross profit | | | | | | [removed: 2,944] [added: 3,366] | | | | | | [removed: 2,540] [added: 2,944] | | |

| Selling, general and administrative expenses | | | | | | [removed: (1,139)] [added: (1,248)] | | | | | | [removed: (1,029)] [added: (1,139)] | | |

| Engineering expenses | | | | | | [removed: (218)] [added: (206)] | | | | | | [removed: (209)] [added: (218)] | | |

| Amortization expense | | | | | | [removed: (321)] [added: (303)] | | | | | | [removed: (291)] [added: (321)] | | |

| Total [removed: operating] [added: Operating] expenses | | | | | | [removed: (1,678)] [added: (1,757)] | | | | | | [removed: (1,529)] [added: (1,678)] | | |

| Income from operations | | | | | | [removed: 1,266] [added: 1,609] | | | | | | [removed: 1,011] [added: 1,266] | | |

| Interest expense, net | | | | | | [removed: (218)] [added: (201)] | | | | | | [removed: (186)] [added: (218)] | | |

| Other income, net | | | | | | [removed: 44] [added: 2] | | | | | | [removed: 29] [added: 44] | | |

| Income before income taxes | | | | | | [removed: 1,092] [added: 1,410] | | | | | | [removed: 854] [added: 1,092] | | |

| Income tax expense | | | | | | [removed: (267)] [added: (343)] | | | | | | [removed: (213)] [added: (267)] | | |

| Net income | | | | | | [removed: 825] [added: 1,067] | | | | | | [removed: 641] [added: 825] | | |

| Less: Net income attributable to noncontrolling interest | | | | | | [removed: (10)] [added: (11)] | | | | | | [removed: (8)] [added: (10)] | | |

| Net income attributable to Wabtec shareholders | | | | | | $ | [removed: 815] [added: 1,056] | | | | | $ | [removed: 633] [added: 815] | |

The following table shows the major components of the change in [removed: net] [added: Net] sales in [removed: 2023] [added: 2024] from [removed: 2022:][added: 2023:]

| Acquisitions | | | | | | [removed: 109] [added: 78] | | | | | | [removed: —] [added: 3] | | | | | | [removed: 109] [added: 81] | | |

| Foreign Exchange | | | | | | [removed: (23)] [added: (32)] | | | | | | [removed: 25] [added: (1)] | | | | | | [removed: 2] [added: (33)] | | |

| 2023 Net [removed: Sales] [added: sales] | | | | | | $ | [removed: 6,962] [added: 6,923] | | | | | $ | [removed: 2,715] [added: 2,754] | | | | | $ | 9,677 | |

During 2024, Wabtec continued to execute on our value creation framework by signing several key agreements including: a multi-year Tier 4 locomotive order in North America for over $600 million, a multi-year locomotive order in Kazakhstan for over $400 million, international orders for new locomotives for $401 million across six customers, and multi-year orders for new locomotives in Africa for approximately $525 million.

Additionally, Wabtec won a long-term parts agreement with a Class I railroad for over $300 million, signed its first multi-year service contract with a customer in Brazil worth over $240 million, won signaling contracts with Transit customers in North America, and secured a long-term parts agreement with a customer in Asia.

Operationally, Wabtec began commercial operations for its Green Friction braking solution in Paris and launched the next generation of railcar movers with its Shuttlewagon Commander NXT.

Additionally, as a result of Wabtec's strong revenue and profitable growth over the past few years, rating agencies have made the following changes to our credit ratings: both Fitch Ratings and S&P Global Ratings upgraded Wabtec's credit rating from BBB- to BBB with a Stable outlook, and Moody's updated Wabtec's outlook to positive from stable.

downs related to Portfolio Optimization.

Total one-time restructuring charges related to Portfolio Optimization to date are approximately $56 million.

In February 2025, Wabtec announced Integration 3.0, a three-year strategic initiative to target incremental run rate synergies estimated to be between $100 million to $125 million by 2028.

The scope of the review includes consolidating our footprint via value chain improvement and facility rationalization, reducing headcount, expanding operating capacity in low-cost countries, and streamlining administrative and commercial activities.

The Company anticipates that it will incur charges of approximately $125 million to $155 million related to this initiative, of which approximately $80 million to $100 million are expected to be one-time restructuring charges.

Concurrently, Wabtec announced an additional Portfolio Optimization initiative for 2025 targeting approximately $100 million of low margin revenues.

The 2025 Portfolio Optimization actions are expected to result in approximately $40 million of net exit charges, primarily for non-cash asset write downs.

During the first quarter of 2024, Company Management determined that certain parts of the business would be better aligned with Management oversight in different product lines.

These changes were immaterial to the individual product lines and segments affected, and historical amounts have been reclassified to conform to the current period presentation.

During 2024, the Company made four strategic acquisitions for a combined purchase price of approximately $168 million, net of cash acquired.

Two of the acquisitions are reported in the Transit Segment, one is reported in the Digital Intelligence product line of the Freight Segment and one is reported in the Components product line of the Freight Segment.

Each of the acquisitions in 2024 are individually and collectively immaterial.

For

On January 14, 2025, Wabtec announced a definitive agreement to acquire Evident’s Inspection Technologies division (Inspection Technologies), formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets, for $1.78 billion.

Inspection Technologies’ leading industry presence and innovative product portfolio is expected to significantly expand Wabtec's capabilities, adding advanced automated inspection capabilities, driving technology in a space where data acquisition, analytics and automation are critical.

Upon acquisition, Inspection Technologies will be reported within the Digital Intelligence product line of the Freight Segment.

The Company anticipates financing the acquisition with a combination of cash on hand, utilization of the Revolving Credit Facility and an additional term loan.

The transaction is subject to customary closing conditions and regulatory approvals, with the Company expecting to finalize the acquisition of Inspection Technologies by the end of the first half of 2025.

| Organic | | | | | | 499 | | | | | | 163 | | | | | | 662 | | |

| 2024 Net sales | | | | | | $ | 7,468 | | | | | $ | 2,919 | | | | | $ | 10,387 | |

passenger ridership levels.

Sales from acquisitions contributed $81 million, primarily in the Freight Segment, and unfavorable changes in foreign exchange decreased Net sales by $33 million.

The improvement in gross margin is attributable to contract escalation clauses, favorable mix between the Freight and Transit segments, improved productivity, Integration 2.0 savings, and favorable fixed cost absorption.

Engineering expenses decreased $12 million primarily due to the timing of investments in new technology, and Amortization expense decreased $18 million, primarily related to changes in accelerated amortization for business dispositions associated with Portfolio Optimization and lower amortization for the GE Transportation trade name.

The year over year decrease was primarily due to changes in valuation allowances and audit closures, partially offset by a change in the jurisdictional mix of earnings and the non-recurrence of the non-taxable gain generated on the acquisition of LKZ in 2023.

| Sales of goods | | | | | | $ | 5,524 | | | | | $ | 4,906 | | | | | $ | 618 | | | | | 12.6 | | % |

| Sales of services | | | | | | 1,944 | | | | | | 2,017 | | | | | | (73) | | | | | | (3.6) | | % |

| Total Net sales | | | | | | 7,468 | | | | | | 6,923 | | | | | | 545 | | | | | | 7.9 | | % |

| Cost of goods | | | | | | (3,848) | | | | | | (3,600) | | | | | | 248 | | | | | | 6.9 | | % |

| Cost of services | | | | | | (1,097) | | | | | | (1,142) | | | | | | (45) | | | | | | (3.9) | | % |

| Total Cost of sales | | | | | | (4,945) | | | | | | (4,742) | | | | | | 203 | | | | | | 4.3 | | % |

| Gross profit | | | | | | 2,523 | | | | | | 2,181 | | | | | | 342 | | | | | | 15.7 | | % |

| Operating expenses | | | | | | (1,101) | | | | | | (1,116) | | | | | | (15) | | | | | | (1.3) | | % |

| Income from operations ($) | | | | | | $ | 1,422 | | | | | $ | 1,065 | | | | | $ | 357 | | | | | 33.5 | | % |

| Services | | | | | | 132 | | |

| Equipment | | | | | | 328 | | |

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.

Charges related to Integration 2.0 of

$46 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 North America distribution channels.

On March 31, 2021, the Company acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment.

The Company also made acquisitions during 2021 not listed above which are individually and collectively immaterial.

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

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

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

Transit Segment organic sales increased by

Engineering expense increased $9 million primarily due to investments in new technology and Amortization expense increased $30 million, due to Portfolio Optimization costs and increased expense from acquisitions.

The gain was partially offset by lower foreign exchange gains and lower equity income in the current year compared to the prior year.

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

| Sales of goods | | | | | | $ | 4,945 | | | | | $ | 4,125 | | | | | $ | 820 | | | | | 19.9 | | % |

| Sales of services | | | | | | 2,017 | | | | | | 1,887 | | | | | | 130 | | | | | | 6.9 | | % |

| Total net sales | | | | | | 6,962 | | | | | | 6,012 | | | | | | 950 | | | | | | 15.8 | | % |

| Cost of goods | | | | | | (3,630) | | | | | | (3,098) | | | | | | 532 | | | | | | 17.2 | | % |

| Cost of services | | | | | | (1,142) | | | | | | (1,018) | | | | | | 124 | | | | | | 12.2 | | % |

| Total cost of sales | | | | | | (4,772) | | | | | | (4,116) | | | | | | 656 | | | | | | 15.9 | | % |

| Gross profit | | | | | | 2,190 | | | | | | 1,896 | | | | | | 294 | | | | | | 15.5 | | % |

| Operating expenses | | | | | | (1,119) | | | | | | (1,032) | | | | | | 87 | | | | | | 8.4 | | % |

| Income from operations ($) | | | | | | $ | 1,071 | | | | | $ | 864 | | | | | $ | 207 | | | | | 24.0 | | % |

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

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

Freight Segment organic sales increased by $864 million driven primarily by:

- Components sales from higher original equipment railcar build and increased market share for certain products due to product availability and increased demand for industrial products

The increase in Cost of sales was primarily driven by:

- Higher sales volume

- Manufacturing inefficiencies primarily related to the strike at our Erie facility

- Higher next generation product development costs in Digital Intelligence and Equipment

*Partially offset by:*

- Favorable mix within the Freight Segment product lines

- Benefits from structured cost actions

Freight Segment operating expenses increased by $87 million primarily driven by:

- Higher amortization expense of $28 million, due to Portfolio Optimization costs and increased expense from acquisitions

At December 31, [removed: 2023,] [added: 2024,] the Company's interest risk related to variable-rate debt is limited to the amounts borrowed under the [removed: Restated] [added: 2022 and 2024] Credit [removed: Agreement,] [added: Agreements,] which was limited to the [added: amounts borrowed under the Delayed Draw Term Loan and the Term Loan.]

[added: At December 31, 2023, the Company's outstanding variable rate debt was limited to the] amount borrowed under the Delayed Draw Term Loan.

Refer to "Summary of Significant [removed: Account] [added: Accounting] Policies" in Note 2, “Fair Value Measurement and Derivative Instruments” in Note 17 and "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.

At December 31, 2022, the Company had no outstanding variable rate debt.

Wabtec has approximately [removed: 29,000] [added: 29,500] employees, excluding contingent workers, and operations in over 50 countries.

The [removed: 2022] [added: 2024] biennial edition of the study concluded that the [added: global] rail [removed: supply industry faced a moderate annual decline of 0.2%] [added: market grew 2.7%] in the [removed: 2019] [added: 2021] to [removed: 2020] [added: 2023] period as [removed: a result of] the [added: industry started recovering from the] negative impacts of the COVID-19 pandemic [removed: but] [added: and] forecasts [removed: a recovery of] the [removed: global rail supply market] [added: industry to continue] with a compound annual growth rate of 3% through 2027.

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

In [removed: 2023,] [added: 2024,] the Freight Segment accounted for approximately 72% of Wabtec’s total net sales, with approximately [removed: 58%] [added: 59%] of its net sales in the U.S. and approximately [removed: 66%] [added: 61%] of the Freight Segment’s net sales were in the aftermarket.

The Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and buses; [added: and] supplies rail control and infrastructure products including electronics, signal design and engineering [removed: services; and refurbishes passenger transit vehicles.][added: services.]

Customers include public transit authorities and municipalities, leasing companies, [removed: and] manufacturers of passenger transit vehicles and [removed: buses around] [added: buses, and companies in] the [removed: world.][added: electrical generation, distribution, and charging industries.]

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

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

- Air [removed: compressors and] [added: compressors,] dryers [added: and HVAC systems]

- [removed: Track] [added: Railgear, signaling] and switch products

To that end, we have assembled a wide range of patented products, which we believe provides us with a competitive [removed: advantage.][added: advantage that enhances our customers' safety, productivity, reliability and capacity.]

- [removed: Decarbonizing] [added: Driving fuel efficiency for] the rail industry. We have taken significant steps to [removed: decarbonize] [added: drive fuel efficiency in] global transport and make our world safer, smarter and greener.

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 [removed: emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions.]

- 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 [removed: battery electric locomotive,] hydrogen powered locomotive, vehicle monitoring and data analytics.

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

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

We believe that international markets represent a [removed: significant opportunity for future growth.]

In Freight, we are targeting markets that operate significant fleets of locomotives and freight cars, including Australia, Brazil, Egypt, India, South Africa, Kazakhstan, and other select areas within Europe, Asia [added: and South America.]

- [removed: Lead the decarbonization of rail.] [added: Drive fuel efficiencies through emerging technologies.] Today, rail represents the cleanest, most energy efficient and safest mode of moving freight and people on land.

These converging forces highlight the critical interplay between market dynamics, the need for [removed: decarbonization] [added: increased fuel efficiency] and Wabtec’s business strategy.

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

The Company’s total backlog was approximately [removed: $22] [added: $22.3] billion at December 31, [removed: 2023.][added: 2024.]

| Adjustments / foreign exchange, net | | | | | | [removed: 302] [added: 321] | | | | | | [removed: 116] [added: (156)] | | | | | | [removed: 418] [added: 165] | | |

| Balance at December 31, 2023 | | | | | | $ | [removed: 17,831] [added: 17,785] | | | | | $ | [removed: 4,168] [added: 4,214] | | | | | $ | 21,999 | |

For the [removed: fiscal] years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] we invested [removed: $218] [added: $206] million, [removed: $209] [added: $218] million and [removed: $176] [added: $209] million, respectively, in engineering for product development and improvement activities.

Our engineering and development program includes investments in data analytics, train control and other new technologies, such as [removed: battery-electric,] liquid natural gas and hydrogen-powered locomotives, with an emphasis on developing products that enhance safety, productivity and efficiency for our customers.

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] our top five customers accounted for approximately 30% of net sales.

Our primary competition for locomotives is [removed: Electro-Motive Diesel,] [added: Progress Rail,] owned by a subsidiary of Caterpillar.

We publish [removed: an annual Sustainability Report,] [added: periodic sustainability and sustainability-related reports,] where we present ESG information, including policies, goals, activities, and qualitative and quantitative data on our progress.

Our [removed: vision;] [added: vision:] Revolutionize the way the world moves for future generations.

Our [removed: mission;] [added: mission:] unlock our customers’ potential by delivering innovative and lasting transportation solutions.

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

As of December 31, [removed: 2023,] [added: 2024,] we have a global workforce of approximately [removed: 29,000] [added: 29,500] employees, excluding contingent workers.

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

We strive to create an [removed: inclusive workplace] [added: environment] where employees can be themselves.

Our Board of Directors also plays a critical role in creating an organization that prioritizes, [removed: supports,] [added: supports] and invests in [removed: diversity, inclusion, and equity.][added: these ideals.]

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

[removed: While] [added: In 2024,] we had zero fatalities and [removed: over 70 operational sites with zero recordable injuries across Wabtec’s operations in 2023,] our total recordable injury rate [removed: slightly increased] [added: decreased] by [removed: 6%] [added: over 5%] compared with [removed: 2022.][added: 2023.]

To deliver on that commitment, we utilize market data to benchmark to the external [removed: market,] [added: market] and consider factors such as an employee’s role and experience, the location of the job and performance when determining compensation.

[removed: To guarantee interoperability in Europe, the European Union for Railway Agencies is responsible for defining and implementing Technical Standards of Interoperability, which covers areas such as] infrastructure, energy, rolling stock, telematic applications, traffic operation and management subsystems, noise pollution and waste generation, protection against fire and smoke, and system safety.

In 2024, the Transit Segment accounted for approximately 28% of our total net sales, with approximately 18% of its net sales in the U.S. The Transit Segment maintains a large installed base of original equipment globally which allows for a significant recurring revenue stream in the aftermarket.

- Custom engineered burners and combustion systems

- Long term parts arrangements

In 2024, Canadian National Railway Company, Norfolk Southern and Union Pacific Railroad each recognized Wabtec’s leadership in sustainability, energy efficiency, innovation, and environmental stewardship with partnership awards.

This was Wabtec’s second year in a row receiving the Thoroughbred Sustainability Partner Award from Norfolk Southern.

emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions.

significant opportunity for future growth.

| Less: 2024 Net sales | | | | | | (7,468) | | | | | | (2,919) | | | | | | (10,387) | | |

| New orders | | | | | | 7,348 | | | | | | 3,147 | | | | | | 10,495 | | |

| Balance at December 31, 2024 | | | | | | $ | 17,986 | | | | | $ | 4,286 | | | | | $ | 22,272 | |

| 2025 | | | | | | $ | 5,577 | | | | | $ | 2,104 | | | | | $ | 7,681 | |

| Thereafter | | | | | | $ | 12,409 | | | | | $ | 2,182 | | | | | $ | 14,591 | |

Wabtec is committed to creating sustainable value through innovative rail technologies and responsible business practices.

Our mission to unlock our customers' potential by delivering innovative and lasting transportation solutions underpins our sustainability strategy.

As we refine our sustainability strategy, we believe it is important to listen to our key internal and external stakeholders to identify and develop Environmental, Social and Governance ("ESG") topics of focus that align to our overall sustainability strategy and action plans.

These topics are reviewed periodically to ensure our focus is in-line with the current market conditions and trends.

Additionally, we utilize our Green Finance Framework to support the development of technologies that enable sustainable value creation.

At

*Unionized Population*

Wabtec has partnered with a third-party vendor to provide an online learning platform available to all of our employees, both hourly and salary.

To guarantee interoperability in Europe, the European Union for Railway Agencies is responsible for defining and implementing Technical Standards of Interoperability, which covers areas such as

*Nicole Theophilus* was named Executive Vice President & Chief Administrative Officer in July 2024.

Previously, Ms. Yates served as the Vice President and Chief Financial Officer of Wabtec's Global Operations from March 2022 to March 2024, where she managed the financial performance of the Company's manufacturing, sourcing, and logistics operations.

She also served as the Chief Financial Officer of Wabtec's Americas Services from March 2021 to March 2022.

Ms. Yates had been with GE Transportation since 2008, and prior to that she held several positions with other GE businesses beginning in 2000.

- New commuter and switcher locomotives

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.

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.

and South America.

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

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

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

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

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

Wabtec is committed to sustainable value creation.

Our sustainability strategy is to contribute to a better, more sustainable world through our unique business offerings, technologies and sustainable business practices.

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

Accordingly, we identified the following Environmental, Social and Governance ("ESG") topics with the highest relative priority to Wabtec and its external stakeholders, which are aligned to our overall sustainability strategy and action plans:

| | | | | | | | | |

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

| Topic | | | Definition | | | Alignment to Wabtec Strategic Sustainability Principles | | |

| Greenhouse gas (GHG) emissions | | | Reducing GHG emissions across Wabtec’s value chain and helping Wabtec partners across their value chain reduce GHG emissions. This includes reducing major sources of indirect emissions during the procurement and processing of raw materials, during manufacturing and the operation of our facilities, and during product distribution and end use. | | | • Innovating with Purpose • Driving Responsible Operations | | |

| Energy & renewables | | | Supporting policies and organizational partners that contribute to the renewable energy transition. Contributing to the success of the energy transition by improving the energy efficiency of Wabtec’s products and operations. Integrating renewables into Wabtec’s products and operations and enabling the adoption of new and emerging renewable energy solutions. | | | • Innovating with Purpose • Driving Responsible Operations | | |

| Innovation & technology | | | Capitalizing on opportunities related to new product advancements and innovations that include the adoption of emerging technology to help address key societal and transportation sector challenges. Developing a resilient business model capable of meeting societal expectations for continuous improvement. | | | • Innovating with Purpose • Empowering People and Communities | | |

| Business Ethics & Compliance | | | Upholding ethics and integrity in every aspect of Wabtec’s business by ensuring transparency in all financial practices. Complying with all applicable national and local laws and regulations by promoting practices and policies that encourage reporting instances of non-compliance and by implementing corrective actions that prevent recurrence. Preventing bribery, corruption, and anti-competitive behavior. Promoting ethics and compliance throughout Wabtec’s value chain, especially among suppliers. | | | • Driving Responsible Operations • Empowering People and Communities | | |

| Data privacy & cybersecurity | | | Investing in cybersecurity measures and adapting to business risks presented by technology and digitization. Protecting Wabtec’s proprietary information and intellectual property. Ensuring the responsible management and use of data, including data from customers, employees, and suppliers. Protecting data collected by Wabtec products. | | | • Innovating with Purpose | | |

See "Available Information," below.

During 2021, Wabtec adopted its Green Finance Framework.

Following the release of the Green Financing Framework, the Company issued its inaugural "green bond" – a €500 million issuance in the European bond market.

The Company intends to utilize green financing instruments as part of its overall capital resources strategy to support the transition to a low-carbon transportation future and meet the sustainable transportation needs of growing cities around the world.

Projects supported by green financing will largely target the objective of climate change mitigation by focusing on the efficiency of freight rail systems and public transport, as well as on the provision of energy-efficient customer solution services.

Focus areas include:

- Clean transportation

- Eco-efficient and/or circular economy adapted products, production technologies and processes

- Renewable energy

- Pollution prevention and control

- Energy efficiency

During 2022, Wabtec issued the 2022 Green Bond Report.

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

See "Available Information," below*.*

*ESG Governance*

Wabtec developed an ESG governance framework to provide oversight for our climate action strategy.

This framework starts with Wabtec's Board of Directors who oversee the execution of the Company’s ESG strategy as part of their oversight of Wabtec’s overall business, risks and opportunities.

The Board of Directors delegates certain ESG responsibilities to committees and has established an Environmental, Social and Governance Subcommittee ("ESG Subcommittee") to support and provide oversight of Wabtec’s sustainability strategy and ongoing commitment to ESG matters relevant to Wabtec, including complying with all applicable laws and regulations affecting the health and safety of our employees and stakeholders, as well as protection of the environment (including climate) and other public policy matters.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The registrant estimates that as of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately [removed: $19.4] [added: $24.4] billion based on the closing price on the New York Stock Exchange for such stock.

As of February [removed: 9, 2024, 177,028,765] [added: 7, 2025, 170,848,147] 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: 16, 2024] [added: 15, 2025] are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | [removed: [Business](#idb56a27a654944c4a339e5d96a9a9a35_16)] [added: [Business](#i4f57446fa446468a87601154f59fb126_16)] | | | [removed: [3](#idb56a27a654944c4a339e5d96a9a9a35_16)] [added: [3](#i4f57446fa446468a87601154f59fb126_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idb56a27a654944c4a339e5d96a9a9a35_22)] [added: Factors](#i4f57446fa446468a87601154f59fb126_22)] | | | [removed: [15](#idb56a27a654944c4a339e5d96a9a9a35_22)] [added: [13](#i4f57446fa446468a87601154f59fb126_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idb56a27a654944c4a339e5d96a9a9a35_25)] [added: Comments](#i4f57446fa446468a87601154f59fb126_25)] | | | [removed: [24](#idb56a27a654944c4a339e5d96a9a9a35_25)] [added: [22](#i4f57446fa446468a87601154f59fb126_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#idb56a27a654944c4a339e5d96a9a9a35_14293651163126)] [added: [Cybersecurity](#i4f57446fa446468a87601154f59fb126_28)] | | | [removed: [24](#idb56a27a654944c4a339e5d96a9a9a35_14293651163126)] [added: [22](#i4f57446fa446468a87601154f59fb126_28)] | | |

| Item 2. | | | [removed: [Properties](#idb56a27a654944c4a339e5d96a9a9a35_28)] [added: [Properties](#i4f57446fa446468a87601154f59fb126_31)] | | | [removed: [25](#idb56a27a654944c4a339e5d96a9a9a35_28)] [added: [23](#i4f57446fa446468a87601154f59fb126_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idb56a27a654944c4a339e5d96a9a9a35_31)] [added: Proceedings](#i4f57446fa446468a87601154f59fb126_34)] | | | [removed: [25](#idb56a27a654944c4a339e5d96a9a9a35_31)] [added: [23](#i4f57446fa446468a87601154f59fb126_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idb56a27a654944c4a339e5d96a9a9a35_34)] [added: Disclosures](#i4f57446fa446468a87601154f59fb126_37)] | | | [removed: [25](#idb56a27a654944c4a339e5d96a9a9a35_34)] [added: [23](#i4f57446fa446468a87601154f59fb126_37)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idb56a27a654944c4a339e5d96a9a9a35_40)] [added: Securities](#i4f57446fa446468a87601154f59fb126_43)] | | | [removed: [26](#idb56a27a654944c4a339e5d96a9a9a35_40)] [added: [24](#i4f57446fa446468a87601154f59fb126_43)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#idb56a27a654944c4a339e5d96a9a9a35_43)] [added: [\[Reserved\]](#i4f57446fa446468a87601154f59fb126_46)] | | | [removed: [27](#idb56a27a654944c4a339e5d96a9a9a35_43)] [added: [25](#i4f57446fa446468a87601154f59fb126_46)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idb56a27a654944c4a339e5d96a9a9a35_46)] [added: Operations](#i4f57446fa446468a87601154f59fb126_49)] | | | [removed: [28](#idb56a27a654944c4a339e5d96a9a9a35_46)] [added: [26](#i4f57446fa446468a87601154f59fb126_49)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idb56a27a654944c4a339e5d96a9a9a35_70)] [added: Risk](#i4f57446fa446468a87601154f59fb126_73)] | | | [removed: [42](#idb56a27a654944c4a339e5d96a9a9a35_70)] [added: [41](#i4f57446fa446468a87601154f59fb126_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idb56a27a654944c4a339e5d96a9a9a35_73)] [added: Data](#i4f57446fa446468a87601154f59fb126_76)] | | | [removed: [44](#idb56a27a654944c4a339e5d96a9a9a35_73)] [added: [42](#i4f57446fa446468a87601154f59fb126_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idb56a27a654944c4a339e5d96a9a9a35_190)] [added: Disclosure](#i4f57446fa446468a87601154f59fb126_193)] | | | [removed: [83](#idb56a27a654944c4a339e5d96a9a9a35_190)] [added: [83](#i4f57446fa446468a87601154f59fb126_193)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idb56a27a654944c4a339e5d96a9a9a35_193)] [added: Procedures](#i4f57446fa446468a87601154f59fb126_196)] | | | [removed: [83](#idb56a27a654944c4a339e5d96a9a9a35_193)] [added: [83](#i4f57446fa446468a87601154f59fb126_196)] | | |

| Item 9B. | | | [Other [removed: Information](#idb56a27a654944c4a339e5d96a9a9a35_196)] [added: Information](#i4f57446fa446468a87601154f59fb126_199)] | | | [removed: [83](#idb56a27a654944c4a339e5d96a9a9a35_196)] [added: [83](#i4f57446fa446468a87601154f59fb126_199)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idb56a27a654944c4a339e5d96a9a9a35_199)] [added: Inspections](#i4f57446fa446468a87601154f59fb126_202)] | | | [removed: [83](#idb56a27a654944c4a339e5d96a9a9a35_199)] [added: [83](#i4f57446fa446468a87601154f59fb126_202)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: Governance](#i4f57446fa446468a87601154f59fb126_208)] | | | [removed: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: [84](#i4f57446fa446468a87601154f59fb126_208)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: Compensation](#i4f57446fa446468a87601154f59fb126_208)] | | | [removed: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: [84](#i4f57446fa446468a87601154f59fb126_208)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: Matters](#i4f57446fa446468a87601154f59fb126_208)] | | | [removed: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: [84](#i4f57446fa446468a87601154f59fb126_208)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: Independence](#i4f57446fa446468a87601154f59fb126_208)] | | | [removed: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: [84](#i4f57446fa446468a87601154f59fb126_208)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: Services](#i4f57446fa446468a87601154f59fb126_208)] | | | [removed: [84](#idb56a27a654944c4a339e5d96a9a9a35_205)] [added: [84](#i4f57446fa446468a87601154f59fb126_208)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#idb56a27a654944c4a339e5d96a9a9a35_211)] [added: Schedules](#i4f57446fa446468a87601154f59fb126_214)] | | | [removed: [85](#idb56a27a654944c4a339e5d96a9a9a35_211)] [added: [85](#i4f57446fa446468a87601154f59fb126_214)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idb56a27a654944c4a339e5d96a9a9a35_217)] [added: Summary](#i4f57446fa446468a87601154f59fb126_220)] | | | [removed: [89](#idb56a27a654944c4a339e5d96a9a9a35_217)] [added: [90](#i4f57446fa446468a87601154f59fb126_220)] | | |

Risk is assessed utilizing internal key performance indicators and external [added: evaluations to determine the Company’s cybersecurity score in comparison to its peer group.]

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

The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, [removed: 2023.][added: 2024.]

The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February [removed: 9, 2024,] [added: 7, 2025,] there were [removed: 177,028,765] [added: 170,848,147] shares of Common Stock outstanding held by approximately [removed: 96,274] [added: 90,831] 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: $142] [added: $171] million annually.

The graph below compares the total stockholder return through December 31, [removed: 2023,] [added: 2024,] 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: Borg Warner,] CSX, Dover, [added: Eaton Corporation,] Emerson Electric, [removed: Fortive, Greenbrier Companies, Howmet Aerospace,] Illinois Tool Works, [removed: Ingersoll-Rand,] [added: Ingersoll Rand Inc., Jacobs Solutions Inc.,] Norfolk [removed: Southern, Oshkosh, Parker-Hannifin,] [added: Southern Corporation, Oshkosh Corporation, Parker-Hannifin Corporation,] Rockwell [removed: Automation, Terex,] [added: Automation Inc., Snap-on Incorporated, Stanley Black & Decker Inc.,] Textron, [removed: Trinity Industries,] [added: Inc., The Timken Company, The TransDigm Group,] and Xylem.

[removed: (1)] As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: $431 million] [added: $1.0 billion] was remaining under the stock repurchase plan.

[added: (1)] On [removed: February 9,] [added: December 3,] 2024, the Board of Directors [removed: reauthorized its] [added: authorized an additional $1.0 billion to the Company's existing] stock repurchase program [removed: to refresh the amount available] for stock repurchases [removed: to $1 billion] of the Company’s outstanding shares.

No time limit was set for the completion of the program which conforms to the requirements under the [removed: Restated] [added: 2022] Credit [added: Agreement, the 2024 Credit] Agreement and the indentures for the Senior Notes currently outstanding.

For 2024, changes to the Peer Group were made for better industry alignment and financial comparability considerations.


| October 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 123 | |

| November 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 123 | |

| December 2024 | | | | | | 609,972 | | | | | | $ | 201.64 | | | | | 609,972 | | | | | | $ | 1,000 | |

| Total quarter ended December 31, 2024 | | | | | | 609,972 | | | | | | $ | 201.64 | | | | | 609,972 | | | | | | $ | 1,000 | |

This new authorization provides an additional $1.0 billion that became available for repurchases after the remaining availability as of December 3, 2024 was expended.


| 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 | |

This new stock repurchase authorization supersedes the previous authorization of $750 million, of which approximately $333 million remained at the reauthorization date.

[removed: L&M Radiator, Inc. and LKZ] [added: The acquisitions] are [removed: both] [added: all] subsidiaries whose [added: combined] total assets represent [removed: 1.6% and 2.1%, respectively, and customer revenues represents 0.8%] [added: 1.3%] and [removed: 0.0%, respectively,] [added: combined net sales represent 0.1%] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2023.][added: 2024.]

Based on its assessment, Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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), and our report dated February [removed: 14, 2024] [added: 12, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 2 to the consolidated financial statements, the Company has long-term customer arrangements involving the design and production of highly engineered products that require revenue to be recognized over time. The Company uses input-based measures for determining the amount of revenue, cost, and gross margin to recognize over time for these customer arrangements. The input methods used for these arrangements include costs of material and labor. During the year ended December 31, [removed: 2023,] [added: 2024,] 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 [removed: contract] [added: contracts] 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 [removed: contract] [added: contracts] and may be affected by future market or economic conditions. | | |

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

We have audited Westinghouse Air Brake Technologies Corporation’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Westinghouse Air Brake Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

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 [removed: L&M Radiator, Inc.] [added: Tehnika Pty Ltd Australia, Fanox Electronic, S.L., Kompozitum s.r.o,] and [removed: Lokomotiv Kurastyru Zauyty (LKZ),] [added: Bloom Engineering Holdings, Inc.,] which are included in the [removed: 2023] [added: 2024] consolidated financial statements of the Company and constituted [removed: 1.6% and 2.1%] [added: 1.3%] of total assets [removed: respectively,] as of December 31, [removed: 2023 and 0.8%] [added: 2024] and [removed: 0.0%] [added: 0.1%] of net [removed: sales respectively,] [added: sales,] for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: L&M Radiator, Inc.] [added: Tehnika Pty Ltd Australia, Fanox Electronic, S.L., Kompozitum s.r.o,] and [removed: LKZ.][added: Bloom Engineering Holdings, Inc.]

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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(2) and our report dated February [removed: 14, 2024] [added: 12, 2025] 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 [added: 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: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash, cash equivalents and restricted cash | | | | | | $ | [removed: 620] [added: 715] | | | | | $ | [removed: 541] [added: 620] | |

| Accounts receivable | | | | | | [removed: 1,160] [added: 1,152] | | | | | | [removed: 975] [added: 1,160] | | |

| Unbilled accounts receivable | | | | | | [removed: 524] [added: 550] | | | | | | [removed: 544] [added: 524] | | |

| Inventories, net | | | | | | [removed: 2,284] [added: 2,314] | | | | | | [removed: 2,034] [added: 2,284] | | |

| Other current assets | | | | | | [removed: 267] [added: 212] | | | | | | [removed: 233] [added: 267] | | |

| Total current assets | | | | | | [removed: 4,855] [added: 4,943] | | | | | | [removed: 4,327] [added: 4,855] | | |

| Property, plant and equipment, net | | | | | | [removed: 1,485] [added: 1,447] | | | | | | [removed: 1,429] [added: 1,485] | | |

| Goodwill | | | | | | [removed: 8,780] [added: 8,710] | | | | | | [removed: 8,508] [added: 8,780] | | |

| Other intangible assets, net | | | | | | [removed: 3,205] [added: 2,934] | | | | | | [removed: 3,402] [added: 3,205] | | |

| Other noncurrent assets | | | | | | [removed: 663] [added: 668] | | | | | | [removed: 850] [added: 663] | | |

| Total noncurrent assets | | | | | | [removed: 14,133] [added: 13,759] | | | | | | [removed: 14,189] [added: 14,133] | | |

| Total Assets | | | | | | $ | [removed: 18,988] [added: 18,702] | | | | | $ | [removed: 18,516] [added: 18,988] | |

| Accounts payable | | | | | | $ | [removed: 1,250] [added: 1,300] | | | | | $ | [removed: 1,301] [added: 1,250] | |

| Customer deposits | | | | | | [removed: 804] [added: 693] | | | | | | [removed: 772] [added: 804] | | |

| Accrued compensation | | | | | | [removed: 341] [added: 425] | | | | | | [removed: 300] [added: 341] | | |

| Accrued warranty | | | | | | [removed: 220] [added: 248] | | | | | | [removed: 215] [added: 220] | | |

| Current portion of long-term debt | | | | | | [removed: 781] [added: 500] | | | | | | [removed: 251] [added: 781] | | |

| Other accrued liabilities | | | | | | [removed: 660] [added: 626] | | | | | | [removed: 628] [added: 660] | | |

| Total current liabilities | | | | | | [removed: 4,056] [added: 3,792] | | | | | | [removed: 3,467] [added: 4,056] | | |

| Long-term debt | | | | | | [removed: 3,288] [added: 3,480] | | | | | | [removed: 3,751] [added: 3,288] | | |

| Accrued postretirement and pension benefits | | | | | | [removed: 62] [added: 58] | | | | | | [removed: 57] [added: 62] | | |

| Deferred income taxes | | | | | | [removed: 318] [added: 376] | | | | | | [removed: 326] [added: 318] | | |

| Other long-term liabilities | | | | | | [removed: 740] [added: 863] | | | | | | [removed: 721] [added: 740] | | |

| Total Liabilities | | | | | | [removed: 8,464] [added: 8,569] | | | | | | [removed: 8,369] [added: 8,464] | | |

| Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued; [removed: 177.8] [added: 171.3] and [removed: 181.2] [added: 177.8] shares outstanding at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | 2 | | | | | | 2 | | |

During 2024, the Company completed the acquisitions of Tehnika Pty.

Ltd., Fanox Electronic, S.L., Kompozitum s.r.o., and Bloom Engineering Holdings, Inc. Management is currently integrating the acquisitions into its operations, compliance programs and internal control processes and as such, has excluded the acquisitions from its assessment of internal controls over financial reporting as of December 31, 2024.

February 12, 2025

| Net income attributable to Wabtec shareholders | | | | | | $ | 1,056 | | | | | $ | 815 | | | | | $ | 633 | |

| Current and noncurrent customer deposits | | | | | | 113 | | | | | | 116 | | | | | | 142 | | |

| Other accrued liabilities | | | | | | 124 | | | | | | 57 | | | | | | (36) | | |

| Other operating activities | | | | | | 10 | | | | | | 40 | | | | | | (108) | | |

| Proceeds from dispositions of businesses, net of cash disposed | | | | | | 19 | | | | | | — | | | | | | — | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,056 | | | | | | — | | | | | | 11 | | | | | | 1,067 | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.9) | | | | | | (1,107) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,107) | | |

| Distribution to noncontrolling interest | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6) | | | | | | (6) | | |

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

| Balance, December 31, 2024 | | | | | | 226.9 | | | | | | $ | 2 | | | | | $ | 8,023 | | | | | (55.6) | | | | | | $ | (3,273) | | | | | $ | 6,185 | | | | | $ | (846) | | | | | $ | 42 | | | | | $ | 10,133 | |

There were no receivables outstanding under the facility at December 31, 2024.

During the fourth quarter of 2024, the revolving receivables program agreement was amended to allow us to request loans from the financial institution secured by the receivables held in the program, up to the $350 million limit.

As a result, effective January 1, 2025 proceeds and repayments of loans under the program will be classified as Financing activities on our statement of cash flows and outstanding balances will be classified as debt on our balance sheet.

cars in their operations, such as utility and chemical companies, as well as companies in the mining, marine and industrial markets.

The resulting new annual disclosure requirements will be reflected in our 2025 report on Form 10-K.

In November 2024, the FASB issued ASU 2024-03, *Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.* The amendments in this update require entities to disclose disaggregated information about certain costs and expenses in commonly presented income statement expense captions.

The amendments in this update do not affect the recognition, measurement, or financial statement presentation of income statement expenses and will be effective for Wabtec's annual reporting periods beginning January 1, 2027 and interim reporting periods beginning January 1, 2028.

The new annual disclosure requirements are included in Note 19.

The following table sets forth the changes in amounts due to financial institutions reflected in Accounts payable for the year ended December 31, 2024:

| Obligations outstanding at the beginning of the year | | | | | | $ | 305 | | | | | | | |

| Invoices confirmed during the year | | | | | | 723 | | | | | | | | |

| Confirmed invoices paid during the year | | | | | | (717) | | | | | | | | |

| Obligations outstanding at the end of the year | | | | | | $ | 311 | | | | | | | |

During 2024, the Company made four strategic acquisitions for a combined purchase price of approximately $168 million, net of cash acquired.

Two of the acquisitions are reported in the Transit Segment, one is reported in the Digital Intelligence product line of the Freight Segment and one is reported in the Components product line of the Freight Segment.

Each of the acquisitions in 2024 are individually and collectively immaterial.

| Goodwill | | | | | | 106 | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| In millions | | | | | | 2024 | | | | | | 2023 | | |

| In millions | | | | | | 2024 | | | | | | 2023 | | |

Goodwill is reviewed annually during the fourth quarter for impairment.

| Disposals | | | | | | (5) | | | | | | (1) | | | | | | (6) | | |

| Balance at December 31, 2024 | | | | | | $ | 7,248 | | | | | $ | 1,462 | | | | | $ | 8,710 | |

Certain trade names that were associated with the Company’s current restructuring actions were tested and considered impaired.

| 2025 | | | | | | $ | 277 | |

| 2029 | | | | | | $ | 266 | |

| In millions | | | | | | 2024 | | | | | | 2023 | | |

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.

February 14, 2024

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.

| Contingent consideration | | | | | | — | | | | | | 47 | | |

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

| Accrued liabilities and customer deposits | | | | | | 126 | | | | | | 108 | | | | | | 84 | | |

| Other assets and liabilities | | | | | | 87 | | | | | | (110) | | | | | | (135) | | |

| Balance, December 31, 2020 | | | | | | 226.9 | | | | | | $ | 2 | | | | | $ | 7,881 | | | | | (38.0) | | | | | | $ | (1,010) | | | | | $ | 3,589 | | | | | $ | (339) | | | | | $ | 30 | | | | | $ | 10,153 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 558 | | | | | | — | | | | | | 7 | | | | | | 565 | | |

| Stock repurchase | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.3) | | | | | | (300) | | | | | | — | | | | | | — | | | | | | — | | | | | | (300) | | |

During 2021, the Company could transfer up to $200 million of certain receivables.

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

| | | | | | | Twelve Months Ended December 31, | | | | | | | | | | | | | | |

Accounting Standards Recently Adopted In September 2022, the FASB issued ASU 2022-04, *Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Obligations.* The amendments in this update outline specific quantitative and qualitative disclosure requirements for entities that use supplier finance programs in connection with the purchase of goods or services.

The amendments in this update do not affect the recognition, measurement, or financial statement presentation of obligations covered by supplier finance programs.

The amendments in this update were effective for Wabtec's reporting periods beginning January 1, 2023, except for the amendment on roll forward information which will be effective for reporting periods beginning January 1, 2024.

*2023*

| | | | | | | | | |

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

The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches.

These estimates are preliminary in nature and subject to adjustments, which could be material as the Company has not completed its valuation of acquired assets and liabilities.

Any necessary adjustments will be finalized within one year from the date of acquisition.

The purchased goodwill is not expected to be deductible for tax purposes.

The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to the acquisition, was not significant.

| Goodwill | | | | | | 104 | | |

| Total assets acquired | | | | | | 301 | | |

Discounted cash flow models were used to estimate the fair values of acquired intangibles.

The fair value

measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 in the fair value hierarchy.

Intangible assets acquired include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization.

Contingent liabilities assumed as part of the transaction are preliminary and subject to change.

Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the assembled workforce and the future economic benefits, including synergies, that are expected to be achieved as a result of the acquisition.

*2022*

*2021*

On March 31, 2021, the Company acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment.

Nordco's products and services portfolio includes mobile railcar movers and ultrasonic rail flaw detection technologies.

The purchase price paid for 100% ownership of Nordco was approximately $410 million.

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

| Goodwill | | | | | | 215 | | |

| Other intangible assets | | | | | | 168 | | |

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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] 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 is included in Part II, Item 8 of this report on page [removed: [44](#idb56a27a654944c4a339e5d96a9a9a35_76)] [added: [42](#i4f57446fa446468a87601154f59fb126_79)] and is incorporated by reference herein.

Ernst & Young LLP's attestation report on internal control over financial reporting is included on Part II, Item 8 of this report on page [removed: [47](#idb56a27a654944c4a339e5d96a9a9a35_82)] [added: [45](#i4f57446fa446468a87601154f59fb126_85)] and is incorporated by reference herein.

On November 26, 2024, Rafael Santana, Wabtec’s President and Chief Executive Officer, entered into a stock trading plan (the “Plan”) designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Under the terms of the plan, shares may be sold from February 26, 2025 to August 21, 2025.

Two types of shares are being sold: (i) up to 10,640 shares jointly owned by Mr. Santana and his spouse, and (ii) shares issued to Mr. Santana with respect to the three year performance units granted to him on February 28, 2022 that will vest on March 31, 2025.

A performance unit is equal to a share of Wabtec common stock and the number of performance units granted to Mr. Santana on February 28, 2022 was 53,012.

The maximum number of shares that may be issued to Mr. Santana with respect to these performance units is 200%, net of shares traded or withheld for tax or other reasons.

Under the Plan, 100% of the performance unit shares issued to Mr. Santana are to be sold.

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.

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: 16, 2024,] [added: 15, 2025,] 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: 2023.][added: 2024.]

This table provides aggregate information as of December 31, [removed: 2023] [added: 2024] concerning equity awards under Wabtec’s compensation plans and arrangements.

| Equity compensation plans approved by shareholders | | | | | | [removed: 1,100,000] [added: 900,000] | | | | | | $ | [removed: 78.41] [added: 77.79] | | | | | [removed: 4,900,000] [added: 4,400,000] | | |

| Total | | | | | | [removed: 1,100,000] [added: 900,000] | | | | | | $ | [removed: 78.41] [added: 77.79] | | | | | [removed: 4,900,000] [added: 4,400,000] | | |

We have also adopted an insider trading policy and procedures applicable to directors, officers, employees, and other covered persons, and have implemented processes applicable to us, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards of The New York Stock Exchange.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

| | | | [Management’s Reports to Westinghouse Air Brake Technologies Corporation [removed: Shareholders](#idb56a27a654944c4a339e5d96a9a9a35_76)] [added: Shareholders](#i4f57446fa446468a87601154f59fb126_79)] | | | [removed: [44](#idb56a27a654944c4a339e5d96a9a9a35_76)] [added: [42](#i4f57446fa446468a87601154f59fb126_79)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#idb56a27a654944c4a339e5d96a9a9a35_79)] [added: Firm](#i4f57446fa446468a87601154f59fb126_82)] (PCAOB ID: 42, Pittsburgh, Pennsylvania) | | | [removed: [45](#idb56a27a654944c4a339e5d96a9a9a35_79)] [added: [43](#i4f57446fa446468a87601154f59fb126_82)] | | |

| | | | [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#idb56a27a654944c4a339e5d96a9a9a35_82)] [added: Reporting](#i4f57446fa446468a87601154f59fb126_85)] | | | [removed: [47](#idb56a27a654944c4a339e5d96a9a9a35_82)] [added: [45](#i4f57446fa446468a87601154f59fb126_85)] | | |

| | | | [Consolidated Balance Sheets as of December 31, [removed: 202](#idb56a27a654944c4a339e5d96a9a9a35_85)[3](#idb56a27a654944c4a339e5d96a9a9a35_85)] [added: 202](#i4f57446fa446468a87601154f59fb126_88)[4](#i4f57446fa446468a87601154f59fb126_88)] [and [removed: 20](#idb56a27a654944c4a339e5d96a9a9a35_85)22] [added: 20](#i4f57446fa446468a87601154f59fb126_88)23] | | | [removed: [49](#idb56a27a654944c4a339e5d96a9a9a35_85)] [added: [47](#i4f57446fa446468a87601154f59fb126_88)] | | |

| | | | [Consolidated Statements of Income for the three years ended December 31, [removed: 202](#idb56a27a654944c4a339e5d96a9a9a35_91)[3](#idb56a27a654944c4a339e5d96a9a9a35_91)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_91)[2](#idb56a27a654944c4a339e5d96a9a9a35_91)] [added: 202](#i4f57446fa446468a87601154f59fb126_94)[4](#i4f57446fa446468a87601154f59fb126_94)[, 202](#i4f57446fa446468a87601154f59fb126_94)[3](#i4f57446fa446468a87601154f59fb126_94)] [and [removed: 20](#idb56a27a654944c4a339e5d96a9a9a35_91)21] [added: 20](#i4f57446fa446468a87601154f59fb126_94)22] | | | [removed: [50](#idb56a27a654944c4a339e5d96a9a9a35_91)] [added: [48](#i4f57446fa446468a87601154f59fb126_94)] | | |

| | | | [Consolidated Statements of Comprehensive Income for the three years ended December 31, [removed: 202](#idb56a27a654944c4a339e5d96a9a9a35_94)[3](#idb56a27a654944c4a339e5d96a9a9a35_94)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_94)[2](#idb56a27a654944c4a339e5d96a9a9a35_94)] [added: 202](#i4f57446fa446468a87601154f59fb126_97)[4](#i4f57446fa446468a87601154f59fb126_97)[, 202](#i4f57446fa446468a87601154f59fb126_97)[3](#i4f57446fa446468a87601154f59fb126_97)] [and [removed: 20](#idb56a27a654944c4a339e5d96a9a9a35_94)21] [added: 20](#i4f57446fa446468a87601154f59fb126_97)22] | | | [removed: [51](#idb56a27a654944c4a339e5d96a9a9a35_94)] [added: [49](#i4f57446fa446468a87601154f59fb126_97)] | | |

| | | | [Consolidated Statements of Cash Flows for the three years ended December 31, [removed: 202](#idb56a27a654944c4a339e5d96a9a9a35_97)[3](#idb56a27a654944c4a339e5d96a9a9a35_97)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_97)[2](#idb56a27a654944c4a339e5d96a9a9a35_97)] [added: 202](#i4f57446fa446468a87601154f59fb126_100)[4](#i4f57446fa446468a87601154f59fb126_100)[, 202](#i4f57446fa446468a87601154f59fb126_100)[3](#i4f57446fa446468a87601154f59fb126_100)] [and [removed: 20](#idb56a27a654944c4a339e5d96a9a9a35_97)21] [added: 20](#i4f57446fa446468a87601154f59fb126_100)22] | | | [removed: [52](#idb56a27a654944c4a339e5d96a9a9a35_97)] [added: [50](#i4f57446fa446468a87601154f59fb126_100)] | | |

| | | | [Consolidated Statements of Shareholders’ Equity for the three years ended December 31, [removed: 202](#idb56a27a654944c4a339e5d96a9a9a35_100)[3](#idb56a27a654944c4a339e5d96a9a9a35_100)[, 202](#idb56a27a654944c4a339e5d96a9a9a35_100)[2](#idb56a27a654944c4a339e5d96a9a9a35_100)] [added: 202](#i4f57446fa446468a87601154f59fb126_103)[4](#i4f57446fa446468a87601154f59fb126_103)[, 202](#i4f57446fa446468a87601154f59fb126_103)[3](#i4f57446fa446468a87601154f59fb126_103)] [and [removed: 20](#idb56a27a654944c4a339e5d96a9a9a35_100)21] [added: 20](#i4f57446fa446468a87601154f59fb126_103)22] | | | [removed: [53](#idb56a27a654944c4a339e5d96a9a9a35_100)] [added: [51](#i4f57446fa446468a87601154f59fb126_103)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#idb56a27a654944c4a339e5d96a9a9a35_106)] [added: Statements](#i4f57446fa446468a87601154f59fb126_109)] | | | [removed: [54](#idb56a27a654944c4a339e5d96a9a9a35_106)] [added: [52](#i4f57446fa446468a87601154f59fb126_109)] | | |

| | | | [Schedule II—Valuation and Qualifying [removed: Accounts](#idb56a27a654944c4a339e5d96a9a9a35_214)] [added: Accounts](#i4f57446fa446468a87601154f59fb126_217)] | | | [removed: [89](#idb56a27a654944c4a339e5d96a9a9a35_214)] [added: [90](#i4f57446fa446468a87601154f59fb126_217)] | | |

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

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

| 2.3 | | | [Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-3.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-3.htm)] | | | 21 | | |

| 2.4 | | | [Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-2.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/943452/000114036119003790/s002675x3_ex10-2.htm)] | | | 21 | | |

| 3.1 | | | [Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, [removed: 2003](http://www.sec.gov/Archives/edgar/data/943452/000119312511046939/dex31.htm)] [added: 2003](https://www.sec.gov/Archives/edgar/data/943452/000119312511046939/dex31.htm)] | | | 9 | | |

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

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

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

| 4.1 | | | [Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000119312513326831/d579823dex41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000119312513326831/d579823dex41.htm)] | | | 12 | | |

| 4.2 | | | [First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000119312513326831/d579823dex42.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000119312513326831/d579823dex42.htm)] | | | 12 | | |

| [removed: 4.3] [added: 4.17] | | | [Form of [removed: 4.375%] [added: 3.200%] Senior Note due [removed: 2023] [added: 2025] (included in Exhibit [removed: 4.2)](http://www.sec.gov/Archives/edgar/data/943452/000119312513326831/d579823dex42.htm)] [added: 4.16)](https://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm)] | | | [removed: 12] [added: 25] | | |

| 4.4 | | | [Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex42.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex42.htm)] | | | 15 | | |

| 4.5 | | | [Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex43.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000119312516759080/d286174dex43.htm)] | | | 15 | | |

| 4.7 | | | [Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000162828017001863/wabex4910k2016.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000162828017001863/wabex4910k2016.htm)] | | | 16 | | |

| 4.8 | | | [Fifth Supplemental Indenture, dated April 28, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000162828017004956/exhibit41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000162828017004956/exhibit41.htm)] | | | 17 | | |

| 4.9 | | | [Sixth Supplemental Indenture, dated June 21, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/943452/000119312517231307/d326636dex410.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/943452/000119312517231307/d326636dex410.htm)] | | | 18 | | |

| 4.10 | | | [Seventh Supplemental Indenture, dated June 8, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabexseventhsupplemental.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabexseventhsupplemental.htm)] | | | 19 | | |

| 4.11 | | | [Eighth Supplemental Indenture, dated June 29, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabexeigthsupplementalin.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000162828018009841/wabexeigthsupplementalin.htm)] | | | 19 | | |

| 4.12 | | | [Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)] | | | 20 | | |

| [removed: 4.13] [added: 4.14] | | | [Form of [removed: 1.150%] [added: 4.700%] Senior Note due [removed: 2024] [added: 2028] (included in Exhibit [removed: 4.12)](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)] [added: 4.12)](https://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)] | | | [removed: 1] [added: 20] | | |

| [removed: 4.14] [added: 4.23] | | | [Form of [removed: 4.700%] [added: 5.611%] Senior Note due [removed: 2028] [added: 2034] (included in Exhibit [removed: 4.12)](http://www.sec.gov/Archives/edgar/data/943452/000114036118038440/s002426x14_ex4-3.htm)] [added: 4.22).](https://www.sec.gov/Archives/edgar/data/943452/000114036124012639/ny20023735x1_ex4-3.htm)] | | | [removed: 1] [added: 35] | | |

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

| 4.16 | | | [Eleventh Supplement Indenture, dated June 29, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/943452/000114036120015073/ex4_4.htm)] | | | 25 | | |

| 4.18 | | | [Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of [removed: 1934](#idb56a27a654944c4a339e5d96a9a9a35_1)] [added: 1934](#i4f57446fa446468a87601154f59fb126_1)] | | | 1 | | |

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

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

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

| 10.4 | | | [Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and [removed: restated*](http://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_49)] [added: restated*](https://www.sec.gov/Archives/edgar/data/943452/000119312517105511/d323634ddef14a.htm#toc323634_49)] | | | 4 | | |

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

| 10.6 | | | [Employment Agreement with Albert J. Neupaver, [removed: dated February 1, 2006 *](http://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm)] [added: dated](https://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm) [December 16, 2005](https://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm) [*](https://www.sec.gov/Archives/edgar/data/943452/000119312506107416/dex101.htm)] | | | 3 | | |

| 4.3 | | | \[Reserved\] | | | | | |

| 4.13 | | | \[Reserved\] | | | | | |

| 4.22 | | | [Twelfth Supplemental Indenture, dated March 11, 2024, by and among the Company, the subsidiary guarantors party thereto, Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association) and U.S. Bank Trust Company, National Association, as trustee for the Notes.](https://www.sec.gov/Archives/edgar/data/943452/000114036124012639/ny20023735x1_ex4-3.htm) | | | 35 | | |

| 10.16 | | | [Letter of Offer of Employment with Nicole Theophilus, dated July 9, 2024*](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex1016.htm) | | | 1 | | |

| 10.17 | | | [Term Credit Agreement, dated as of March 14, 2024, among Westinghouse Air Brake Technologies Corporation, lenders party thereto and PNC Bank, National Association as administrative agent.](https://www.sec.gov/Archives/edgar/data/943452/000114036124013714/ef20024267_ex10-1.htm) | | | 35 | | |

| 19.1 | | | [Wabtec Corporation Insider Trading Policy dated February 8, 2024](https://www.sec.gov/Archives/edgar/data/943452/000162828025005100/wabex191.htm) | | | 1 | | |

| 34 | | | Filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 033-90866), dated February 14, 2024. | | |

| 35 | | | Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated April 24, 2024. | | |

| | | | | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | |

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

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

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

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Date: | | | February [removed: 14, 2024] [added: 12, 2025] | | | By: | | | /S/ RAFAEL SANTANA | | |

| By | | | /S/ ALBERT J. NEUPAVER | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ RAFAEL SANTANA | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ JOHN A. OLIN | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ JOHN A. MASTALERZ | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ LINDA A. HARTY | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ BEVERLEY BABCOCK | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ LEE BANKS | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ BYRON FOSTER | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ BRIAN P. HEHIR | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ WILLIAM E. KASSLING | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| By | | | /S/ ANN R. KLEE | | | February [removed: 14, 2024] [added: 12, 2025] | | |

| | | | | | | | | |

| By | | | /S/ JUAN PEREZ | | | February 12, 2025 | | |

| | | | Juan Perez, Director | | | | | |