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    SEC Form 10-Q filed by Westinghouse Air Brake Technologies Corporation

    4/23/25 10:03:29 AM ET
    $WAB
    Railroads
    Industrials
    Get the next $WAB alert in real time by email
    wab-20250331
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    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    ____________________________________
    FORM 10-Q
    ____________________________________
    ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended March 31, 2025
    OR
    ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the transition period from                      to                     
    Commission file number: 033-90866
    ____________________________________
    WESTINGHOUSE AIR BRAKE TECHNOLOGIES
    CORPORATION
    (Exact name of registrant as specified in its charter)
    ____________________________________
    Delaware25-1615902
    (State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
    30 Isabella Street Pittsburgh, Pennsylvania
    15212
    (Address of principal executive offices)(Zip code)
    412-825-1000
    (Registrant’s telephone number, including area code)
    Not applicable
    (Former name, former address and former fiscal year, if changed since last report)
    ____________________________________
    Securities registered pursuant to Section 12(b) of the Act:
    Class
    Trading Symbol(s)
    Name of each exchange on which registered
    Common Stock, $.01 par value per share
    WAB
    New York Stock Exchange
    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No ☐
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
    Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐
    Emerging growth company☐Smaller reporting company☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  
    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒
    Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
    As of April 18, 2025, there were 171,126,330 shares of common stock, par value $.01 per share, of the registrant outstanding.




    WESTINGHOUSE AIR BRAKE
    TECHNOLOGIES CORPORATION
    March 31, 2025
    FORM 10-Q
    TABLE OF CONTENTS
    Page
    PART I—FINANCIAL INFORMATION
    Item 1.
    Financial Statements - (Unaudited)
    3
    Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024
    3
    Condensed Consolidated Statements of Income for the three months ended March 31, 2025 and 2024
    4
    Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024
    5
    Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024
    6
    Condensed Consolidated Statements of Shareholders' Equity for the three months ended March 31, 2025 and 2024
    7
    Notes to Condensed Consolidated Financial Statements
    8
    Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations
    25
    Item 3.
    Quantitative and Qualitative Disclosures about Market Risk
    36
    Item 4.
    Controls and Procedures
    36
    PART II—OTHER INFORMATION
    Item 1.
    Legal Proceedings
    37
    Item 1A.
    Risk Factors
    37
    Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds
    37
    Item 4.
    Mine Safety Disclosures
    37
    Item 5.
    Other Information
    37
    Item 6.
    Exhibits
    38
    Signatures
    39

    2


    PART I—FINANCIAL INFORMATION
    Item 1.    FINANCIAL STATEMENTS
    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    CONDENSED CONSOLIDATED BALANCE SHEETS
    Unaudited
    In millions, except par valueMarch 31,
    2025
    December 31,
    2024
    Assets
    Assets
    Cash, cash equivalents and restricted cash$698 $715 
    Accounts receivable 1,392 1,152 
    Unbilled accounts receivable540 550 
    Inventories, net2,378 2,314 
    Other current assets 247 212 
    Total current assets 5,255 4,943 
    Property, plant and equipment, net 1,462 1,447 
    Goodwill 8,787 8,710 
    Other intangible assets, net 2,892 2,934 
    Other noncurrent assets 700 668 
    Total noncurrent assets 13,841 13,759 
    Total Assets $19,096 $18,702 
    Liabilities and Shareholders’ Equity
    Liabilities
    Accounts payable $1,324 $1,300 
    Customer deposits 796 693 
    Accrued compensation 419 425 
    Accrued warranty 249 248 
    Current portion of long-term debt504 500 
    Other accrued liabilities 635 626 
    Total current liabilities 3,927 3,792 
    Long-term debt 3,503 3,480 
    Accrued postretirement and pension benefits60 58 
    Deferred income taxes 390 376 
    Other long-term liabilities 802 863 
    Total Liabilities 8,682 8,569 
    Commitments and contingencies (Note 14)
    Equity
    Common stock, $.01 par value; 500.0 shares authorized; 171.9 shares issued and 171.1 outstanding at March 31, 2025; 226.9 shares issued and 171.3 outstanding at December 31, 2024
    1 2 
    Additional paid-in capital 8,009 8,023 
    Treasury stock, at cost, 0.8 and 55.6 shares, at March 31, 2025 and December 31, 2024, respectively
    (69)(3,273)
    Retained earnings 3,160 6,185 
    Accumulated other comprehensive loss (733)(846)
    Total Westinghouse Air Brake Technologies Corporation shareholders’ equity 10,368 10,091 
    Noncontrolling interest46 42 
    Total Equity 10,414 10,133 
    Total Liabilities and Equity $19,096 $18,702 
    The accompanying notes are an integral part of these statements.
    3


    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
    Unaudited
    Three Months Ended
    March 31,
    In millions, except per share data20252024
    Net sales:
    Sales of goods$2,157 $2,007 
    Sales of services453 490 
    Total net sales2,610 2,497 
    Cost of sales:
    Cost of goods(1,450)(1,411)
    Cost of services(260)(271)
    Total cost of sales(1,710)(1,682)
    Gross profit900 815 
    Operating expenses:
    Selling, general and administrative expenses(307)(281)
    Engineering expenses(46)(48)
    Amortization expense(73)(74)
    Total operating expenses(426)(403)
    Income from operations474 412 
    Other income and expenses:
    Interest expense, net(46)(47)
    Other expense, net(2)(2)
    Income before income taxes 426 363 
    Income tax expense(99)(86)
    Net income327 277 
    Less: Net income attributable to noncontrolling interest(5)(5)
    Net income attributable to Wabtec shareholders$322 $272 
    Earnings Per Common Share
    Basic
    Net income attributable to Wabtec shareholders$1.88 $1.54 
    Diluted
    Net income attributable to Wabtec shareholders$1.88 $1.53 
    Weighted average shares outstanding
    Basic170.5 176.5 
    Diluted171.3 177.2 
     
    The accompanying notes are an integral part of these statements.
    4


    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
    Unaudited
    Three Months Ended
    March 31,
    In millions20252024
    Net income attributable to Wabtec shareholders$322 $272 
    Foreign currency translation gain (loss)116 (88)
    Unrealized (loss) gain on derivative contracts(3)13 
    Change in unrealized (loss) gain on pension and post-retirement benefit plans(1)1 
    Other comprehensive income (loss) before tax112 (74)
    Income tax benefit (expense) related to components of other comprehensive income1 (3)
    Other comprehensive income (loss), net of tax113 (77)
    Comprehensive income attributable to Wabtec shareholders$435 $195 
     
    The accompanying notes are an integral part of these statements.

    5


    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    Unaudited
    Three Months Ended
    March 31,
    In millions20252024
    Operating Activities
    Net income$327 $277 
    Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization120 123 
    Stock-based compensation expense17 12 
    Below market intangible amortization(10)(11)
    Net loss on disposal of property, plant and equipment— 2 
    Changes in operating assets and liabilities, net of acquisitions and dispositions:
    Accounts receivable and unbilled accounts receivable(226)121 
    Inventories(29)(85)
    Accounts payable13 45 
    Accrued income taxes44 46 
    Current and noncurrent customer deposits31 (145)
    Other accrued liabilities(13)8 
    Other operating activities(83)(59)
    Net cash provided by operating activities191 334 
    Investing Activities
    Purchase of property, plant and equipment(44)(31)
    Proceeds from disposal of property, plant and equipment— 12 
    Net cash used for investing activities(44)(19)
    Financing Activities
    Proceeds from debt, net of issuance costs196 967 
    Payments of debt(192)(1,025)
    Repurchase of stock(98)(175)
    Cash dividends(43)(36)
    Payment of income tax withholding on share-based compensation(34)(23)
    Other financing activities(1)3 
    Net cash used for financing activities(172)(289)
    Effect of changes in currency exchange rates8 (7)
     (Decrease) increase in cash(17)19 
    Cash, cash equivalents and restricted cash, beginning of period715 620 
    Cash, cash equivalents and restricted cash, end of period$698 $639 
     
    The accompanying notes are an integral part of these statements.
     

    6


    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
    (Unaudited)
    In millionsCommon Stock SharesCommon Stock AmountAdditional Paid-in CapitalTreasury Stock SharesTreasury Stock AmountRetained EarningsAccumulated Other Comprehensive LossNon-controlling InterestTotal
    Balance, December 31, 2024226.9 $2 $8,023 (55.6)$(3,273)$6,185 $(846)$42 $10,133 
    Cash dividends ($0.25 dividend per share)
    — — — — — (43)— — (43)
    Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax— — (31)0.3 (3)— — — (34)
    Stock based compensation— — 17 — — — — — 17 
    Net income— — — — — 322 — 5 327 
    Other comprehensive income, net of tax— — — — — — 113 — 113 
    Distribution to noncontrolling interest— — — — — — — (1)(1)
    Stock repurchase— — — (0.5)(98)— — — (98)
    Treasury stock retirement(55.0)(1)— 55.0 3,305 (3,304)— — — 
    Balance, March 31, 2025171.9 $1 $8,009 (0.8)$(69)$3,160 $(733)$46 $10,414 

    In millionsCommon Stock SharesCommon Stock AmountAdditional Paid-in CapitalTreasury Stock SharesTreasury Stock AmountRetained EarningsAccumulated Other Comprehensive LossNon-controlling InterestTotal
    Balance, December 31, 2023226.9 $2 $7,977 (49.1)$(2,171)$5,269 $(590)$37 $10,524 
    Cash dividends ($0.20 dividend per share)
    — — — — — (36)— — (36)
    Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax— — (22)0.3 2 — — — (20)
    Stock based compensation— — 12 — — — — — 12 
    Net income— — — — — 272 — 5 277 
    Other comprehensive loss, net of tax— — — — — — (77)— (77)
    Stock repurchase— — — (1.3)(176)— — — (176)
    Balance, March 31, 2024226.9 $2 $7,967 (50.1)$(2,345)$5,505 $(667)$42 $10,504 
    The accompanying notes are an integral part of these statements.
    7


    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 (UNAUDITED)

    1. BUSINESS
    Except as the context otherwise requires, all references to “we”, “our”, “us”, the “Company” and “Wabtec” refer to Westinghouse Air Brake Technologies Corporation and its consolidated subsidiaries. References to the “Parent Company” refer to Westinghouse Air Brake Technologies Corporation alone. Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems, and services for the freight rail and passenger transit industries, as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In the first three months of 2025, approximately 51% of the Company’s Net sales came from customers outside the United States.
    2. ACCOUNTING POLICIES
    Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its subsidiaries in which Wabtec has a controlling interest. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In Management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.
    Results for these interim periods are not necessarily indicative of results to be expected for the full year, particularly in light of ongoing volatility in the macroeconomic environment caused by supply chain disruptions, labor availability, broad-based inflation, tariffs and trade negotiations, and the impacts from regional conflicts. These factors continue to impact our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations. We are unable to reasonably predict the full impact of these factors due to the high degree of uncertainty regarding their duration and severity, their potential impact on global economic activity, and the impact that current and new sanctions and tariffs may have on our business, global supply chain operations and our customers, suppliers, and end-markets.
    The Company operates on a four-four-five week accounting quarter, and the quarters end on or about March 31, June 30, September 30, and December 31.
    The notes included herein should be read in conjunction with the audited consolidated financial statements included in Wabtec’s Annual Report on Form 10-K for the year ended December 31, 2024. The December 31, 2024 information included herein has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
    Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, Management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
    Revenue Recognition A majority of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms.
    The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss, and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. The Company may also use the output method which recognizes revenue based on direct measurements of the value transferred to the customer. Contract revenues and cost estimates are reviewed and revised periodically throughout the year and adjustments are reflected in the accounting period as such amounts are determined.
    8


    Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include cost of materials; labor availability and productivity; complexity of the work to be performed; and the performance of suppliers, customers and subcontractors that may be associated with the contract. We have a disciplined process where Management reviews the progress of long term-projects periodically throughout the year. As part of this process, Management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known.
    Generally, the Company’s revenue contains a single performance obligation for each distinct good or service; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, price escalation clauses, liquidating damages, and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience and future expectations.
    Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations. As of March 31, 2025, the Company's remaining performance obligations were approximately $22.3 billion. The Company expects to recognize revenue of approximately 37% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.
    Revolving Receivables Program Effective January 1, 2025, the Company utilizes its Revolving Receivables Program to request borrowings from a financial institution against certain collateralized receivables for up to $350 million. The Company and certain of its subsidiaries (the "Originators") contribute receivables to our bankruptcy-remote subsidiary, which can then be collateralized on a recurring basis. As customers pay their balances, we transfer additional receivables into the program. Borrowings and repayments under the Revolving Receivables Program are classified as Financing activities on our Condensed Consolidated Statement of Cash Flows, with any outstanding collateralized balance at period end classified as debt on our Condensed Consolidated Balance Sheets. Prior to January 1, 2025, the Company utilized its Revolving Receivables Program to sell up to $350 million of certain receivables from the Originators. Receivables were sold to a financial institution on a recurring basis in exchange for cash equal to the gross receivables sold. Proceeds and remittances of receivables sold under the program prior to January 1, 2025, are classified as Operating activities on our Condensed Consolidated Statement of Cash Flows.
    The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company. The receivables transferred to the program are fully guaranteed by our bankruptcy-remote subsidiary, which holds additional receivables that are pledged as collateral under this facility. The Company has agreed to guarantee the performance of the Originators' respective obligations under the revolving agreement. Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.
    At March 31, 2025 and December 31, 2024, the bankruptcy-remote subsidiary held receivables of $735 million and $693 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets. The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding receivables sold and outstanding borrowings. There were no outstanding receivables sold or outstanding borrowings at March 31, 2025 or December 31, 2024. The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables. Our maximum exposure to losses related to these receivables transferred to the program is limited to the amount outstanding.
    The following table sets forth a summary of receivables used as collateral for requested borrowings and the resulting impact of net cash proceeds included in cash from financing activities. There were no receivables sold under the program during the three months ended March 31, 2025.
    In millionsThree Months Ended
    March 31, 2025
    Gross receivables collateralized/cash borrowings received$175 
    Customer collections remitted to financial institution(175)
    Net cash proceeds received included in cash from financing activities$— 
    9


    The following table sets forth a summary of receivables sold and the resulting impact of net cash proceeds included in cash from operating activities during the three months ended March 31, 2024:
    In millionsThree Months Ended
    March 31, 2024
    Gross receivables sold/cash proceeds received$519 
    Customer collections remitted to financial institution(309)
    Net cash proceeds received included in cash from operating activities$210 
    Restricted Cash At March 31, 2025 and December 31, 2024, the Company classified cash of $9 million as restricted for cash held in escrow related to acquisitions.
    Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, general and administrative expenses or Engineering expenses to the extent the property, plant, and equipment is used for research and development purposes.
    Goodwill and Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company will perform either a qualitative or quantitative test for goodwill, performing a quantitative test for each identified reporting unit at least every three years. Periodically, Management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis be performed. No impairment indicators were identified during the current quarter.
    Accounting Standards Recently Issued In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 will require increased interim and annual footnote disclosures either prospectively or retrospectively for reporting periods presented in interim and annual company filings. 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 Company is assessing the extent of the impact of the amendments on its future filings.
    Accounting Standards Recently Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update require entities to disclose on an annual basis specific categories within the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update also require enhanced disaggregation of disclosures about income taxes paid and income tax expense, among other changes. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of income taxes and are effective for Wabtec's annual reporting periods beginning January 1, 2025. The amendments require increased annual disclosures on current and comparable reporting periods presented in annual company filings. The resulting new annual disclosure requirements will be reflected in our 2025 report on Form 10-K.
    Accumulated Other Comprehensive Loss Comprehensive income (loss) comprises both Net income and Other comprehensive income (loss) resulting from the change in equity from transactions and other events and circumstances from non-owner sources.
    10


    The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended March 31, 2025 and 2024 are as follows:
    Foreign currency translationDerivative contractsPension and postretirement benefit plansTotal
    In millions20252024202520242025202420252024
    Balance at beginning of year$(818)$(541)$17 $7 $(45)$(56)$(846)$(590)
    Other comprehensive income (loss), net of tax116 (88)(2)10 (1)1 113 (77)
    Balance at March 31$(702)$(629)$15 $17 $(46)$(55)$(733)$(667)
    Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other expense, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.
    Treasury Stock During the first quarter of 2025, we retired 55 million shares of treasury stock. The retirement of treasury stock is recognized as a deduction from common stock for the shares' par value and any excess over par as a deduction from retained earnings.
    Supply Chain Financing Program The Company has entered into supply chain financing arrangements with third-party financial institutions to provide our vendors with enhanced payment options while providing the Company with added working capital flexibility. The Company does not provide any guarantees under these arrangements, does not have an economic interest in our suppliers' voluntary participation, does not receive an economic benefit from the financial institutions, and no assets are pledged under the arrangements. The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 30 and net 180 days, and does not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets. Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $300 million and $311 million of the Company's outstanding Accounts payable as of March 31, 2025 and December 31, 2024, respectively. The supplier invoices included under the program require payment in full to the financial institutions consistent with the Company’s normal terms and conditions as agreed upon with the vendor.

    3. ACQUISITIONS
    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 approximately $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.
    On March 18, 2025, Wabtec announced a definitive agreement to acquire Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock, for approximately $960 million. Upon acquisition, Dellner Couplers will be reported within the Transit Segment. The transaction is subject to customary closing conditions and regulatory approvals.
    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 were individually and collectively immaterial.

    4. INVENTORIES
    The components of inventory, net of reserves, were:
    In millionsMarch 31,
    2025
    December 31,
    2024
    Raw materials$1,044 $977 
    Work-in-progress668 587 
    Finished goods666 750 
    Total inventories$2,378 $2,314 

    11


    5. GOODWILL AND INTANGIBLE ASSETS
    The change in the carrying amount of goodwill by segment is as follows:
    In millionsFreight SegmentTransit SegmentTotal
    Balance at December 31, 2024$7,248 $1,462 $8,710 
    Foreign currency impact16 61 77 
    Balance at March 31, 2025$7,264 $1,523 $8,787 
    As of March 31, 2025 and December 31, 2024, the Company’s trade names had a net carrying amount of $610 million and $595 million, respectively. The Company believes these intangibles have indefinite lives, with the exception of the right to use the GE Transportation trade name, to which the Company had assigned a useful life of 5 years and became fully amortized in the first quarter of 2024.
    Intangible assets of the Company, other than goodwill and trade names, consist of the following:
     March 31, 2025December 31, 2024
    In millionsGross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
    Backlog$1,309 $(546)$763 $1,415 $(629)$786 
    Customer relationships1,347 (505)842 1,329 (480)849 
    Acquired technology1,316 (639)677 1,318 (614)704 
    Total$3,972 $(1,690)$2,282 $4,062 $(1,723)$2,339 
    At March 31, 2025 the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 9 years, 14 years and 6 years, respectively. The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation. Amortization expense for intangible assets was $73 million and $74 million for the three months ended March 31, 2025 and 2024, respectively.
    Amortization expense for the five succeeding years is estimated to be as follows:
    In millions
    Remainder of 2025$203 
    2026$271 
    2027$267 
    2028$266 
    2029$266 


    12


    6. CONTRACT ASSETS AND CONTRACT LIABILITIES
    Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets. Noncurrent contract assets were $197 million at March 31, 2025 and $170 million at December 31, 2024. The Company has elected to use the practical expedient and does not consider unbilled amounts anticipated to be paid within one year as significant financing components.
    Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other long-term liabilities" on the Condensed Consolidated Balance Sheets. Noncurrent contract liabilities were $339 million at March 31, 2025 and $389 million at December 31, 2024. These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract or revenue associated with the contract liabilities is expected to be recognized within one year. Contract liabilities also include provisions for estimated losses from uncompleted contracts. Provisions for loss contracts were $80 million and $91 million at March 31, 2025 and December 31, 2024, respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the Condensed Consolidated Balance Sheets.
    The change in the carrying amount of contract assets and contract liabilities for the three months ended March 31, 2025 and 2024 is as follows:
    Contract Assets
    In millions20252024
    Balance at beginning of year$720 $678 
    Recognized in current year194 175 
    Reclassified to accounts receivable(184)(146)
    Foreign currency impact7 — 
    Balance at March 31
    $737 $707 
    Contract Liabilities
    In millions20252024
    Balance at beginning of year$1,173 $1,082 
    Recognized in current year459 242 
    Amounts in beginning balance reclassified to revenue(235)(279)
    Current year amounts reclassified to revenue(195)(114)
    Foreign currency impact12 (9)
    Balance at March 31$1,214 $922 
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    7. LEASES
    The Company leases certain property, buildings and equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The right-of-use assets are classified as noncurrent and included within the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets. The current portion of lease liabilities are classified under the caption "Other accrued liabilities," while the noncurrent portion of lease liabilities are classified under the caption "Other long-term liabilities" on the Condensed Consolidated Balance Sheets. The Company does not separate lease and non-lease components. As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate.
    Operating lease expense was $16 million for each of the three months ended March 31, 2025 and 2024, respectively. New operating leases of $8 million and $14 million were added during the three months ended March 31, 2025 and 2024, respectively. Wabtec does not have material financing leases, short-term or variable leases or sublease income.
    Scheduled payments of lease liabilities are as follows:
    In millionsOperating Leases
    Remaining 2025$47 
    202657 
    202747 
    202838 
    202932 
    Thereafter120 
    Total lease payments341 
    Less: Present value discount(37)
    Present value of lease liabilities$304 
    The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:
    March 31, 2025December 31, 2024
    Weighted-average remaining lease term (years)7.87.9
    Weighted-average discount rate3.0 %2.9 %

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    8. LONG-TERM DEBT
    Long-term debt consisted of the following:
    Effective Interest RateFace ValueMarch 31, 2025December 31, 2024
    In millionsBook Value
    Fair Value1
    Book Value
    Fair Value1
    2024 Credit Agreement:
    Term Loan5.8 %$225 $224 $225 $224 $225 
    2022 Credit Agreement:
    Revolving Credit Facility5.7 %N/A— — — — 
    Delayed Draw Term Loan5.7 %$250 250 250 250 250 
    Senior Notes:
    3.20% Senior Notes, due 2025
    3.4 %$500 500 498 500 496 
    3.45% Senior Notes, due 2026
    3.5 %$750 750 737 750 732 
    1.25% Senior Notes (EUR), due 2027
    1.5 %€500 537 521 514 495 
    4.70% Senior Notes, due 2028
    4.8 %$1,250 1,246 1,253 1,246 1,239 
    5.611% Senior Notes, due 2034
    5.7 %$500 496 513 496 507 
    Other Borrowings4 5 — — 
    Total4,007 4,002 3,980 3,944 
    Less: current portion(504)(503)(500)(496)
    Long-term portion$3,503 $3,499 $3,480 $3,448 
    1. See Note 13 for information on the fair value measurement of the Company's long-term debt.
    Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees as well as foreign exchange on the Euro Notes. Amortization of discounts and debt issuance fees are included in the calculation of Effective Interest Rate.
    For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of March 31, 2025 and December 31, 2024, the Company had total combined unamortized discount and debt issuance costs of $14 million and $15 million, respectively.
    Credit Agreements
    2024 Credit Agreement
    On March 14, 2024, the Company entered into a new stand-alone credit agreement (the "2024 Credit Agreement") for a term loan of $225 million. Borrowings under the 2024 Credit Agreement bear interest at a base rate plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s Leverage Ratio or (ii) the Company’s public rating. At March 31, 2025, the interest rate was 5.7%. The frequency of interest payments varies based upon the Interest Election Request. The term loan issued under the 2024 Credit Agreement will mature on March 14, 2029. The obligations of the Company under the 2024 Credit Agreement are unsecured and have been guaranteed by certain of the Company’s subsidiaries. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
    Under the 2024 Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as net debt (total debt, net of up to $300 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended. Additionally, the Company may effect an increase in the maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the 2024 Credit Agreement.
    2022 Credit Agreement
    On August 15, 2022, the Company entered into a new unsecured credit agreement (the "2022 Credit Agreement"). The 2022 Credit Agreement provides for borrowings consisting of (i) a multi-currency revolving credit facility, providing for an equivalent in U.S. dollars of up to $1.5 billion (the “Revolving Credit Facility”) and (ii) a $250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the 2022 Credit Agreement. The 2022 Credit Agreement allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $750 million, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan
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    commitments. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
    The Revolving Credit Facility matures on August 15, 2027. The Delayed Draw Term Loan was fully drawn during the third quarter of 2023, and the proceeds were utilized to redeem the 4.375% Senior Notes, due 2023. Borrowings under the Delayed Draw Term Loan will mature on August 15, 2027. Amounts borrowed and repaid under the Delayed Draw Term Loan may not be reborrowed. The applicable interest rate for borrowings under the 2022 Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public rating. At March 31, 2025, the interest rate on the Delayed Draw Term Loan was 5.7% and the interest rate on the undrawn Revolving Credit Facility was 5.7%. Obligations under the 2022 Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.
    Under the 2022 Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as net debt (total debt, net of up to $300 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended. Additionally, the Company may effect an increase in the maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the 2022 Credit Agreement.
    The following table presents availability under the 2022 Credit Agreement at March 31, 2025:
    In millionsRevolving Credit FacilityDelayed Draw Term LoanTotal
    Maximum Availability$1,500 $250 $1,750 
    Outstanding Borrowings— (250)(250)
    Letters of Credit Under Credit Agreement— — — 
    Current Availability$1,500 $— $1,500 
    The Company was in compliance with all financial covenants in the 2022 Credit Agreement and the 2024 Credit Agreement as of March 31, 2025.
    Intra-Quarter Uncommitted Money Market Line Credit Agreement
    During the third quarter of 2024, the Company entered into an uncommitted bilateral money market line credit agreement which provides an aggregate borrowing capacity of $150 million, for general business purposes and working capital needs within a quarter.
    Senior Notes
    The Company or its subsidiaries may issue senior notes from time to time. These notes are comprised of our 3.20% Senior Notes due 2025 (the "2025 Notes"), 3.45% Senior Notes due 2026 (the "2026 Notes"), 1.25% Senior Notes (EUR) due 2027 (the "Euro Notes"), 4.70% Senior Notes due 2028 (the "2028 Notes"), and 5.611% Senior Notes due 2034 (the "2034 Notes"). The 2025 Notes, 2026 Notes, 2028 Notes, and 2034 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually. Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The US Notes and the Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt, and are senior to all existing and future subordinated indebtedness of the Company.
    On March 11, 2024, the Company issued $500 million of 5.611% Senior Notes due in 2034 (2034 Notes). The 2034 Notes were issued at 100% of face value and the Company recognized approximately $5 million of total deferred financing costs. Interest on the 2034 Notes will accrue at a rate of 5.611% per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024. The 2034 Notes will mature on March 11, 2034.
    Proceeds from the 2034 Notes, combined with the proceeds from the term loan under the 2024 Credit Agreement and cash on hand, were utilized to repay the outstanding amount of our 4.15% Senior Notes due 2024 (the "2024 Notes") at maturity.
    The indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions. The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity. The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a
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    guarantor under the 2022 Credit Agreement and the 2024 Credit Agreement. The Euro Notes were issued by Wabtec Transportation Netherlands B.V. and are fully and unconditionally guaranteed by the Parent Company.
    The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.

    9. STOCK-BASED COMPENSATION
    The Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May 10, 2027, and as of March 31, 2025, the number of shares available for future grants under the 2011 Plan was approximately 3.9 million shares. The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”).
    Stock-based compensation expense was $20 million and $17 million for the three months ended March 31, 2025 and 2024, respectively. At March 31, 2025, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $130 million.
    Stock Options Stock options can be granted to eligible employees and directors at an exercise price equal to fair market value, which is the average of the high and low Wabtec stock price on the date of grant. Options become exercisable over a three-year vesting period and expire 10 years from the date of grant. There were no stock options granted in the periods presented. At March 31, 2025, there were 170,213 shares issuable pursuant to exercisable stock options.

    Restricted Stock, Restricted Stock Units and Incentive Stock As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock that generally vests over three years from the date of grant. Under the Directors Plan, restricted stock awards vest one year from the date of grant. The restricted stock units are liability-classified equity awards as they can be settled in cash.
    In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals, including a Relative Total Stockholder Return ("RTSR") modifier. The RTSR modifier can increase or decrease the payment by 10% or 20% depending on plan year. Significant judgments and estimates are used in determining the estimated three-year performance, which is then used to estimate the total shares expected to vest over the three-year vesting cycle and corresponding expense based on the grant date fair value of the award. When determining the estimated three-year performance, the Company utilizes a combination of historical actual results, budgeted results and forecasts. Upon the initial grant of a performance cycle, the Company estimates the three-year performance at 100%. Quarterly, the Company reviews and updates performance estimates based on actual performance results and current projections. Based on the Company’s performance for each three-year period then ended, the incentive stock units can vest and be awarded ranging from 0% to 200% of the initial incentive stock units granted. The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of March 31, 2025, the Company estimates that it will achieve 186%, 200% and 120% for the incentive stock awards expected to vest, inclusive of the RTSR modifier, based on the estimated performance for the three-year periods ending December 31, 2025, 2026, and 2027, respectively, and has recorded incentive compensation expense accordingly. If the estimates of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease and will be recognized in the current period for the elapsed portion of the vesting period and would change future expense for the remaining vesting period.
    Compensation expense for the non-vested restricted stock and incentive stock units is based on the closing price of the Company's common stock on the date of grant and recognized over the applicable vesting period. Expense for incentive stock units is updated as necessary based on the Company's performance.
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    The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the three months ended March 31, 2025:
    Restricted
    Stock
    and Units
    Incentive
    Stock
    Units
    Weighted
    Average Grant
    Date Fair
    Value
    Outstanding at December 31, 2024728,036 877,064 $115.71 
    Granted226,130 160,131 $185.77 
    Vested(263,482)(298,747)$102.24 
    Adjustment for incentive stock awards expected to vest— 40,172 $102.31 
    Canceled(3,393)— $108.73 
    Outstanding at March 31, 2025687,291 778,620 $138.98 

    10. INCOME TAXES
    The overall effective tax rate for the three months ended March 31, 2025 and 2024 was 23.2% and 23.6%, respectively. The year over year decrease in the effective rate was driven by higher discrete equity compensation tax deductions and the jurisdictional mix of earnings.
    11. EARNINGS PER SHARE
    The Company’s non-vested restricted stock contains rights to receive non-forfeitable dividends, and thus are participating securities requiring the two-class method of computing earnings per share. The calculation of earnings per share for common stock excludes the income attributable to the non-vested restricted stock from the numerator, which results in approximately 0.3% of Net income attributable to Wabtec shareholders being allocated to non-vested restricted stock in all periods presented. Additionally, the dilutive impact of the assumed conversion of non-vested restricted stock is excluded from the denominator of the diluted weighted average shares outstanding. The computation of basic and diluted earnings per share for Net income attributable to Wabtec shareholders is as follows:
    Three Months Ended
    March 31,
    In millions, except per share data20252024
    Numerator
    Net income attributable to Wabtec shareholders$322 $272 
    Less: Net income allocated to non-vested restricted stock(1)(1)
    Numerator for basic and diluted earnings per common share$321 $271 
    Denominator
    Weighted average shares outstanding - basic170.5 176.5 
    Effect of dilutive securities:
    Assumed conversion of dilutive stock-based compensation plans excluding non-vested restricted stock0.4 0.3 
    Assumed conversion of dilutive non-vested restricted stock0.4 0.4 
    Weighted average shares outstanding - diluted171.3 177.2 
    Earnings per common share attributable to Wabtec shareholders
    Basic$1.88 $1.54 
    Diluted$1.88 $1.53 

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    12. WARRANTIES
    The following table reconciles the changes in the Company’s product warranty reserve for the three months ended March 31, 2025 and 2024:
    In millions20252024
    Balance at beginning of year$274 $248 
    Warranty expense26 26 
    Warranty claim payments(31)(25)
    Foreign currency impact/other3 (2)
    Balance at March 31
    $272 $247 

    13. FAIR VALUE MEASUREMENT AND DERIVATIVE INSTRUMENTS
    ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and explains the related disclosure requirements. ASC 820 indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.
    Valuation Hierarchy. ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
    The Company’s cash, cash equivalents and restricted cash are highly liquid investments purchased with an original maturity of three months or less and are considered Level 1 on the fair value valuation hierarchy. The fair value of cash, cash equivalents and restricted cash approximated the carrying value at March 31, 2025 and December 31, 2024. The Senior Notes are considered Level 2 based on the fair value valuation hierarchy.
    Hedging Activities In the normal course of business, the Company is exposed to market risk related to interest rates, commodity prices and foreign currency exchange rate fluctuations, which may adversely affect our operating results and financial position. At times, we limit these risks through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity swaps and options. These hedging contracts are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within Level 2. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives for trading or speculative purposes.
    Foreign Currency Exchange Risk
    The Company uses forward contracts to hedge forecasted foreign currency denominated sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge firm commitments relevant to sales and purchases and forecasted transactions to be realized with high probability that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. For the three months ended March 31, 2025 and 2024, the amounts reclassified into income were not material.
    The Company has also established balance sheet risk management and net investment hedging programs to protect its balance sheet against foreign currency exchange rate volatility. We conduct our business worldwide in U.S. dollars and the functional currencies of our foreign subsidiaries, including euro, Indian rupee, British pound sterling, Australian dollars, Brazilian real, Kazakhstani tenge, and several other foreign currencies. Changes in these foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies. We hedge these exposures using foreign currency swap contracts and cross-currency swaps to offset the potential income statement effects on intercompany loans denominated in non-functional currencies. These programs reduce but do not eliminate foreign currency exchange rate risk entirely.
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    The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting, but which have the impact of largely mitigating foreign currency exposure. These foreign exchange contracts are accounted for on a full mark to market basis through earnings, with gains and losses recorded as a component of Other expense, net. The net gains and losses related to these contracts were not material for the three months ended March 31, 2025 and 2024. These contracts typically mature within one year.
    Interest Rate Risk
    The Company may use interest rate hedge contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to manage its overall cost of borrowing. The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk. During the first quarter of 2024, the Company utilized all outstanding interest rate hedge contracts to help manage interest expense for the 2034 Notes. During the third quarter of 2024 and the first quarter of 2025, the Company entered into new interest rate hedge contracts to manage interest rate risk for a portion of future expected debt transactions. For the three months ended March 31, 2025 and 2024, the amounts reclassified into income were not material.
    Commodity Price Risk
    The Company may use commodity forward swaps to manage its exposure to commodity price changes and to reduce its overall cost of manufacturing. For the three months ended March 31, 2025 and 2024, the amounts recognized as income or expense were not material.
    The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of March 31, 2025, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:
    Fair ValueGross Notional Amount
    In millionsLevelDesignatedNon-DesignatedDesignatedNon-Designated
    Foreign Exchange Contracts
    Other current assets2$6 $3 $303 $143 
    Other current liabilities2(6)(1)344 54 
    Interest Rate Contracts
    Other current assets21 — 70 — 
    Other current liabilities2(1)— 215 — 
    Total$— $2 $932 $197 
    The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of December 31, 2024, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:
    Fair ValueGross Notional Amount
    In millionsLevelDesignatedNon-DesignatedDesignatedNon-Designated
    Foreign Exchange Contracts
    Other current assets2$5 $1 $387 $153 
    Other current liabilities2(4)(1)182 44 
    Interest Rate Contracts
    Other current assets22 — 40 — 
    Total$3 $— $609 $197 

    14. COMMITMENTS AND CONTINGENCIES
    The Company is subject to a variety of environmental laws and regulations governing discharges to air and water, the handling, storage and disposal of hazardous or solid waste materials and the remediation of contamination associated with releases of hazardous substances. The Company believes its operations currently comply in all material respects with all of the various environmental laws and regulations applicable to our business; however, there can be no assurance that environmental requirements will not change in the future or that we will not incur significant costs to comply with such requirements.
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    Claims have been filed against the Company and certain of its affiliates in various jurisdictions across the United States by persons alleging bodily injury as a result of exposure to asbestos-containing products. The vast majority of the claims are submitted to insurance carriers for defense and indemnity, or to non-affiliated companies that retain the liabilities for the asbestos-containing products at issue. We cannot, however, assure that all of these claims will be fully covered by insurance, or that the indemnitors or insurers will remain financially viable. Our ultimate legal and financial liability with respect to these claims, as is the case with other pending litigation, cannot be estimated. A limited number of claims are not covered by insurance, nor are they subject to indemnity from non-affiliated parties. Management believes that the costs of the Company’s asbestos-related cases will not be material to the Company’s overall financial position, results of operations and cash flows.
    During the third quarter of 2023, a competitor of the Company, Progress Rail (“Progress”), which is a Caterpillar Inc. company, sued the Company in the U.S. District Court for the District of Delaware asserting antitrust, breach of contract, unfair competition law, and misrepresentation claims. The complaint challenges the Wabtec-GE Transportation merger and contends that since the merger, Wabtec has unlawfully monopolized the markets for long-haul freight locomotives, Tier IV long-haul freight locomotives, and energy management systems by, among other things, failing to ensure that Progress’ products are interoperable with Wabtec’s locomotives and cab electronics. Progress seeks an order requiring Wabtec to divest GE Transportation, unspecified treble damages for its alleged lost profits from reduced sales of locomotive and cab systems, and attorneys’ fees and costs. It also asks the court to enjoin Wabtec from engaging in the conduct and require the Company to comply with its agreements with Progress. Wabtec intends to vigorously defend itself against this lawsuit and believes that it has meritorious defenses to the claims asserted by Progress. The case is still at an early stage; Wabtec filed a motion to dismiss, and briefing on this motion was completed in early 2024. The court has not yet issued a decision on Wabtec's motion.
    Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operation of a wireless crossing system provided by Xorail for use by the Denver Regional Transit District ("RTD"). DTC’s alleged damages stem from a delay in approval of the wireless crossing system by regulatory authorities, which resulted in the interim use of flaggers at the crossings. Xorail denied DTC's assertions, stating that the system satisfied the contractual requirements. DTC has since contacted Xorail seeking $58 million in damages; Xorail has denied liability, but there can be no assurances as to the ultimate outcome of this claim.
    From time to time the Company is involved in litigation relating to claims arising out of its operations in the ordinary course of business. As of the date hereof, the Company is involved in no litigation that the Company believes will have a material adverse effect on its financial condition, results of operations or liquidity.

    15. SEGMENT INFORMATION
    The Company has two reportable segments—the Freight Segment and the Transit Segment. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations, the nature of the products and services and customer type. The Company's business segments are:
    Freight Segment builds, rebuilds, upgrades, and overhauls locomotives, services locomotives and freight cars, and provides a range of component and digital solutions for customers in the freight and transit rail, mining, and marine industries. It also manufactures and services components for new and existing freight cars and locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services, maintenance of way, and provides heat exchange and cooling systems for locomotives and power generation equipment. Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities, and also serves companies in the mining, marine, and industrial markets. We refer to sales of both goods, such as spare parts and equipment upgrades, and related services, such as monitoring, maintenance and repairs, as sales in our Services product line.
    Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and buses. It also refurbishes subway cars and provides heating, ventilation, and air conditioning equipment and doors for buses and subway cars. Customers include public transit authorities and municipalities, leasing companies and manufacturers of passenger transit vehicles and buses, and companies in the electrical generation, distribution, and charging industries.
    Wabtec’s chief operating decision maker (CODM) is the Company’s Chief Executive Officer, Rafael Santana. Mr. Santana utilizes Income (loss) from operations as the primary reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. For both of the Company’s segments, the CODM uses segment Income (loss) from operations to make operational and personnel related decisions across the business. The CODM considers actual, budgeted and forecasted Income (loss) from operations on a monthly basis for evaluating the performance of each segment and making decisions about allocating capital and other resources to each segment. Additionally, Gross margin is used by the CODM as a secondary measure of segment profit or loss in assessing segment performance and deciding how to allocate resources. For both of the Company’s segments, the CODM uses segment Gross margin to make commercial and operational related decisions across the business.
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    Intersegment sales are accounted for at prices that are generally established by reference to similar transactions with unaffiliated customers. Corporate activities include general corporate expenses, elimination of certain intersegment transactions, interest income and expense and other unallocated charges. Segment assets for the Freight and Transit Segment include assets directly utilized for segment operations, as well as the related goodwill and intangible assets. Corporate segment assets include cash, cash equivalents, and restricted cash, equity method investment assets, certain tax assets, receivables held by our bankruptcy-remote facility, pension assets, corporate headquarters' assets and other asset balances that are managed outside of operating segments.
    Cost of sales for both segments represents costs directly related to manufacturing products and providing services. Primary costs include raw materials, direct labor, overhead, shipping and handling, warehousing, and the depreciation of manufacturing, warehousing and distribution facilities. Selling, general and administrative expenses for both segments represent costs incurred in managing the business, including salary, benefits, professional fees and operating costs associated with each segment’s non-manufacturing activities. The amounts of depreciation and amortization disclosed by reportable segment are included within their respective segment expense captions, such as Cost of sales, Selling, general & administrative expenses and Amortization expense.
    During the first quarter of 2025, Company Management determined that certain businesses within the Services product line would be better aligned with Management oversight in the Components product line. As such, Sales by product line for 2024 and 2023 have been recast to conform to the current period presentation. These changes were within the Freight Segment and had no impact on Total Freight Segment Sales, Gross profit, or Income from operations.
    Segment financial information for the three months ended March 31, 2025 is as follows:
    In millionsFreight
    Segment
    Transit
    Segment
    Corporate
    Activities and
    Elimination
    Total
    Sales to external customers$1,901 $709 $— $2,610 
    Cost of sales(1,216)(494)— (1,710)
    Gross profit$685 $215 $— $900 
    Gross margin36.0 %30.3 %
    Selling, general & administrative expenses$(164)$(107)$(36)$(307)
    Engineering expenses(36)(10)— (46)
    Amortization expense(65)(8)— (73)
    Income (loss) from operations420 90 (36)474 
    Interest expense and other, net— — (48)(48)
    Income (loss) before income taxes$420 $90 $(84)$426 
    Intersegment sales/(elimination)$11 $9 $(20)$— 
    Depreciation and amortization$97 $20 $3 $120 
    Capital expenditures$31 $10 $3 $44 
    Segment assets$13,224 $4,145 $1,727 $19,096 
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    Segment financial information for the three months ended March 31, 2024 is as follows:
    In millionsFreight
    Segment
    Transit
    Segment
    Corporate
    Activities and
    Elimination
    Total
    Sales to external customers$1,824 $673 $— $2,497 
    Cost of sales(1,199)(483)— (1,682)
    Gross profit$625 $190 $— $815 
    Gross margin34.3 %28.2 %
    Selling, general & administrative expenses$(150)$(101)$(30)$(281)
    Engineering expenses(39)(9)— (48)
    Amortization expense(68)(6)— (74)
    Income (loss) from operations368 74 (30)412 
    Interest expense and other, net— — (49)(49)
    Income (loss) before income taxes$368 $74 $(79)$363 
    Intersegment sales/(elimination)$13 $11 $(24)$— 
    Depreciation and amortization$103 $16 $4 $123 
    Capital expenditures$17 $13 $1 $31 
    Segment assets$13,316 $3,938 $1,493 $18,747 
    Sales to external customers by product line are as follows:
    Three Months Ended
    March 31,
    In millions20252024
    Freight Segment:
    Services$863 $738 
    Equipment476 526 
    Components381 384 
    Digital Intelligence181 176 
    Total Freight Segment$1,901 $1,824 
    Transit Segment:
    Original Equipment Manufacturer$322 $310 
    Aftermarket387 363 
    Total Transit Segment$709 $673 

    16. OTHER EXPENSE, NET
    The components of Other expense, net are as follows:
    Three Months Ended
    March 31,
    In millions20252024
    Foreign currency loss$(8)$(4)
    Equity income3 1 
    Expected return on pension assets/amortization2 2 
    Other miscellaneous income (expense), net1 (1)
    Total Other expense, net$(2)$(2)

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    17. RESTRUCTURING
    Wabtec is focused on driving operational efficiency and improving profitability while reducing manufacturing complexity. As a result, there are key strategic initiatives aimed at achieving these focus areas.
    Integration 3.0
    Integration 3.0 is a multi-year strategic initiative to further consolidate our footprint, reduce complexity and streamline manufacturing, engineering, administrative, and commercial activities. The Company anticipates that it will incur one-time restructuring charges related to Integration 3.0 of approximately $80 million to $100 million. Amounts recorded to date are approximately $16 million, including amounts recorded during the fourth quarter of 2024, and are primarily for employee-related costs. Cash payments made during the three months ended March 31, 2025 were not material.
    A summary of restructuring charges related to the Integration 3.0 initiative is as follows:
    Three Months Ended
    March 31,
    In millions2025
    Freight Segment:
    Cost of goods sold$1 
    Transit Segment:
    Cost of goods sold$2 
    Selling, general and administrative expenses4 
    Total Transit Segment$6 
    Total Integration 3.0 restructuring charges$7 
    Portfolio Optimization
    Wabtec is focused on exiting various low margin product offerings through Portfolio Optimization to improve profitability while reducing manufacturing complexity. Wabtec recorded charges of approximately $3 million in each of the three months ended March 31, 2025 and 2024, primarily for asset write downs related to Portfolio Optimization. Total one-time restructuring charges related to Portfolio Optimization to date are approximately $59 million.
    Integration 2.0
    Integration 2.0 is a multi-year strategic initiative to review and consolidate our operating footprint, reduce headcount, streamline the end-to-end manufacturing process, restructure the North America distribution channels, expand operations in low-cost countries, and simplify the business through systems enablement. The Company anticipates that it will incur one-time restructuring charges related to Integration 2.0 of up to approximately $170 million, of which approximately $145 million has been incurred to date. There were no material charges or cash payments during the three months ended March 31, 2025. During the three months ended March 31, 2024, charges and cash payments of approximately $8 million and approximately $22 million, respectively, were recognized.

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    Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Westinghouse Air Brake Technologies Corporation’s Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 12, 2025.
    OVERVIEW
    Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems, and services for the freight rail and passenger transit industries, as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In the first three months of 2025, approximately 51% of the Company’s Net sales came from customers outside the United States.
    Business Update
    During the first quarter of 2025, Wabtec announced definitive agreements to acquire Evident’s Inspection Technologies division (Inspection Technologies), formerly part of the Scientific Solutions Division of Olympus Corporation, for approximately $1.78 billion, and Dellner Couplers for approximately $960 million. Inspection Technologies is a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets. Inspection Technologies' industry presence and innovative product portfolio will significantly expand Wabtec's capabilities and complement the existing product portfolio of Digital Intelligence. Dellner Couplers is a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock. The acquisition brings highly attractive and complementary technologies to the Transit business and provides synergies by complementing our core transit systems portfolio. Both acquisitions are subject to customary closing conditions and regulatory approvals. Transaction costs incurred during the first quarter of 2025 related to these acquisitions were approximately $10 million.
    Wabtec is focused on driving operational efficiency and improving profitability while reducing manufacturing complexity. As a result, there are restructuring initiatives, including Integration 3.0, Portfolio Optimization and Integration 2.0, aimed at achieving these focus areas. During the first three months of 2025, Wabtec incurred $9 million of restructuring costs related to programs under these initiatives, primarily for employee-related costs.
    During the first quarter of 2025, Wabtec signed a $140 million new locomotive order with a North American Class I railroad, signed new locomotive, mining and service orders in the Asia-Pacific region totaling $127 million, signed two multi-year transit platform door contracts valued at $85 million, and secured a $47 million order to provide brakes and couplers for servicing a North American customer. Wabtec also continued to drive recurring revenue in the global market by winning a new service contract in Kazakhstan worth $299 million. Additionally, in March of 2025, Moody's upgraded the Senior Notes ratings to Baa2 from Baa3 and changed the outlook to stable from positive, and S&P Global Ratings reaffirmed Wabtec's credit rating at BBB with a Stable outlook.
    Future macroeconomic volatility, changes to tariffs and trade policies, supply chain disruptions, and labor availability could cause an impact on revenue and cost increases resulting in an adverse effect on the Company’s operating results. Additionally, broad-based inflation, metals, energy and other commodity costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations all continue to impact our results. The Company utilizes various mitigating actions intended to lessen the impact of macroeconomic volatility. These actions include implementing price escalations and surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management, strategically sourcing materials, reviewing and modifying distribution logistics, and accelerating integration synergies through our strategic initiatives.
    During the first quarter of 2025, Company Management determined that certain businesses within the Services product line would be better aligned with Management oversight in the Components product line. As such, Sales by product line for 2024 and 2023 have been recast to conform to the current period presentation. These changes were within the Freight Segment and had no impact on Total Freight Segment Sales, Gross profit, or Income from operations.

    25


    RESULTS OF OPERATIONS
    Consolidated Results
    FIRST QUARTER 2025 COMPARED TO FIRST QUARTER 2024
    The following table shows our Condensed Consolidated Statements of Operations for the periods indicated.
    Three Months Ended
    March 31,
    In millions20252024
    Net sales:
    Sales of goods$2,157 $2,007 
    Sales of services453 490 
    Total Net sales2,610 2,497 
    Cost of sales:
    Cost of goods(1,450)(1,411)
    Cost of services(260)(271)
    Total Cost of sales(1,710)(1,682)
    Gross profit900 815 
    Operating expenses:
    Selling, general and administrative expenses(307)(281)
    Engineering expenses(46)(48)
    Amortization expense(73)(74)
    Total Operating expenses(426)(403)
    Income from operations474 412 
    Other income and expenses:
    Interest expense, net(46)(47)
    Other expense, net(2)(2)
    Income before income taxes 426 363 
    Income tax expense(99)(86)
    Net income327 277 
    Less: Net income attributable to noncontrolling interest(5)(5)
    Net income attributable to Wabtec shareholders$322 $272 
    The following table shows the major components of the change in Net sales in the three months ended March 31, 2025 from the three months ended March 31, 2024:
    In millionsFreight SegmentTransit SegmentTotal
    First Quarter 2024 Net sales$1,824 $673 $2,497 
    Acquisitions15 8 23 
    Foreign Exchange(26)(17)(43)
    Organic88 45 133 
    First Quarter 2025 Net sales$1,901 $709 $2,610 

    26


    Net sales
    Net sales for the three months ended March 31, 2025 increased by $113 million, or 4.5%, to $2.61 billion compared to the same period in 2024. Organic sales increased $133 million which was attributable to both the Freight and Transit Segments. Freight Services sales increased from higher deliveries of locomotive modernizations and engine overhauls and higher parts sales. Freight Equipment sales decreased primarily due to lower locomotive deliveries. Transit sales increased from higher demand for Original Equipment Manufacturing and Aftermarket products driven by increased investments in sustainable infrastructure, fleet expansion and renewals and increased passenger ridership levels. Sales from acquisitions contributed $23 million, and unfavorable changes in foreign exchange decreased Net sales by $43 million.
    Cost of sales
    Cost of sales for the three months ended March 31, 2025 increased by $28 million, or 1.7%, to $1.71 billion compared to the same period in 2024. The increase is primarily due to the increase in Net sales. Cost of sales as a percentage of Net sales was 65.5% and 67.3% for the three months ended March 31, 2025 and 2024, respectively. The improvement in gross margin is attributable to favorable mix within the Freight Segment, strong productivity, Integration 2.0 savings, and proactive cost management. Costs of sales for the three months ended March 31, 2025 and 2024 included $3 million and $6 million, respectively, of costs related to restructuring initiatives.
    Operating expenses
    Total operating expenses increased $23 million, or 5.7%, for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to the increase in Net sales, higher employee compensation and benefit costs and transaction costs associated with announced acquisitions. Operating expenses as a percentage of sales were 16.3% and 16.2% for the three months ended March 31, 2025 and 2024, respectively. Selling, general and administrative expenses ("SG&A") increased $26 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase is primarily from costs incurred to support the higher sales volume, partially offset by the impacts of Integration 2.0. Transaction costs associated with announced acquisitions included in SG&A were $10 million for three months ended March 31, 2025. SG&A for the three months ended March 31, 2025 and 2024 included $5 million and $3 million, respectively, of costs related to restructuring initiatives.
    Interest expense, net
    Interest expense, net, decreased $1 million to $46 million for the three months ended March 31, 2025 compared to the same period in 2024, primarily due to changes in the mix of outstanding debt.
    Other expense, net
    Other expense, net was $2 million for the three months ended March 31, 2025 and 2024, primarily due to foreign exchange losses, partially offset by equity income.
    Income taxes
    The effective income tax rate was 23.2% and 23.6% for the three months ended March 31, 2025 and 2024, respectively. The year over year decrease in the effective rate was driven by higher discrete equity compensation tax deductions and the jurisdictional mix of earnings.
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    Freight Segment
    The following table shows our Condensed Consolidated Statements of Operations for our Freight Segment for the periods indicated:
    Three Months Ended
    March 31,
    In millions20252024Change% Change
    Net sales:
    Sales of goods$1,450 $1,337 $113 8.5 %
    Sales of services451 487 (36)(7.4)%
    Total Net sales1,901 1,824 77 4.2 %
    Cost of sales:
    Cost of goods(957)(930)27 2.9 %
    Cost of services(259)(269)(10)(3.7)%
    Total Cost of sales(1,216)(1,199)17 1.4 %
    Cost of sales (% of Net sales)64.0 %65.7 %(1.7)
    Gross profit685 625 60 9.6 %
    Operating expenses(265)(257)8 3.1 %
    Income from operations$420$368 $52 14.1 %
    Income from operations (% of Net sales)22.1 %20.2 %1.9
    The following table shows the major components of the change in Net sales for the Freight Segment in the first quarter of 2025 from the first quarter of 2024:
    In millions
    First Quarter 2024 Net sales$1,824 
    Acquisitions15 
    Foreign Exchange(26)
    Organic changes in Net sales by Product Line:
    Services131 
    Equipment(38)
    Components(12)
    Digital Intelligence7 
    First Quarter 2025 Net sales$1,901 
    Net sales
    Freight Segment organic sales increased by $88 million driven primarily by Services sales from higher deliveries of locomotive modernizations and engine overhauls and higher parts sales. Equipment sales decreased primarily due to lower locomotive deliveries. Components sales decreased primarily from lower North America rail car build. Sales from acquisitions contributed $15 million, and unfavorable changes in foreign exchange decreased sales by $26 million.
    Cost of sales
    Freight Segment Cost of sales increased $17 million from higher sales volume, and Cost of sales as a percentage of Net sales decreased 1.7 percentage points. The improvement in gross margin is attributable to favorable mix within the Freight Segment product lines, improved productivity and proactive cost management. Cost of sales for the three months ended March 31, 2025 and 2024 included $2 million and $3 million, respectively, of costs related to restructuring initiatives.
    Operating expenses
    Freight Segment Operating expenses as a percentage of Net sales were 14.0% for the three months ended March 31, 2025 and 2024. Freight Segment Operating expenses increased by $8 million primarily driven by higher SG&A expenses resulting from higher costs to support increased sales volume, higher employee compensation and benefit costs and incremental
    28


    expense from acquisitions, partially offset by a reduction in research and development costs and lower amortization expense for intangibles associated with the GE Transportation acquisition.
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    Transit Segment
    The following table shows our Condensed Consolidated Statements of Operations for our Transit Segment for the periods indicated:
    Three Months Ended
    March 31,
    In millions20252024Change% Change
    Net sales$709 $673 $36 5.3 %
    Cost of sales(494)(483)11 2.3 %
    Cost of sales (% of Net sales)69.7 %71.8 %(2.1)
    Gross profit215 190 25 13.2 %
    Operating expenses(125)(116)9 7.8 %
    Income from operations$90 $74 $16 21.6 %
    Income from operations (% of Net sales)12.7 %11.0 %1.7
    The following table shows the major components of the change in Net sales for the Transit Segment in the first quarter of 2025 from the first quarter of 2024:
    In millions
    First Quarter 2024 Net sales$673 
    Acquisitions8 
    Foreign Exchange(17)
    Organic changes in Net sales by Product Line:
    Aftermarket29 
    Original Equipment Manufacturing16 
    First Quarter 2025 Net sales$709 
    Net sales
    Transit Segment organic sales increased by $45 million driven by strong Original Equipment Manufacturing and Aftermarket sales primarily as a result of increased demand for products and services and increased investments in sustainable infrastructure. Sales from acquisitions contributed $8 million, and unfavorable changes in foreign exchange rates decreased sales by $17 million.
    Cost of sales
    Transit Segment Cost of sales increased by $11 million, primarily due to higher sales volume, and Cost of sales as a percentage of sales decreased by 2.1 percentage points. The increase in gross margin was attributable to favorable mix within the Transit Segment, increased productivity and the benefits from structured cost actions taken through prior years' restructuring and integration projects, primarily Integration 2.0. Transit Segment Cost of sales for the three months ended March 31, 2025 and 2024 included $1 million and $3 million, respectively, of costs related to restructuring initiatives.
    Operating expenses
    Transit Segment Operating expenses as a percentage of Net sales were 17.6% and 17.2% for the three months ended March 31, 2025 and 2024, respectively. Transit Segment Operating expenses increased by $9 million as compared to the prior year. Higher SG&A expenses to support higher sales volume and higher employee compensation and benefit costs were partially offset by benefits from structured cost actions taken through Integration 2.0 and prior years' restructuring and integration projects. Transit SG&A expenses for the three months ended March 31, 2025 and 2024 included $4 million and $3 million, respectively, of costs related to restructuring initiatives.
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    Liquidity and Capital Resources
    Liquidity is provided by operating cash flows, borrowings under the 2022 Credit Agreement and the 2024 Credit Agreement, each with a consortium of commercial banks, and proceeds from the Company’s Senior Notes. Additionally, the Company utilizes the Revolving Receivables Program and supply chain financing program described below, as well as other short-term financing agreements with certain banks, for added flexibility as part of our liquidity management strategy. The following is a summary of selected cash flow information and other relevant data:
    Three Months Ended
    March 31,
    In millions20252024
    Cash provided by (used for):
    Operating activities$191 $334 
    Investing activities$(44)$(19)
    Financing activities$(172)$(289)
    Operating activities In the first three months of 2025, cash provided by operating activities was $191 million compared to $334 million in the first three months of 2024. Significant changes to the sources and (uses) of cash for the three month periods include the following:
    •$50 million from increased Net income;
    •$(347) million from changes in receivables driven by changes in the Revolving Receivables Program and the timing of collections from customers; and,
    •$176 million from changes in the timing of customer deposits.
    Investing activities In the first three months of 2025 and 2024, cash used for investing activities was $(44) million and $(19) million, respectively. During the first three months of 2025, Wabtec used $(44) million for additions to property, plant and equipment for investments in our facilities and manufacturing processes. During the first three months of 2024, Wabtec used $(31) million for additions to property, plant, and equipment and received $12 million of proceeds from disposals of property, plant and equipment.
    During the first quarter of 2025, Wabtec announced definitive agreements to acquire Inspection Technologies and Dellner Couplers, with purchase prices of approximately $1.78 billion and $960 million, respectively. Wabtec intends to finance these acquisitions using cash on hand, together with a mix of short- and long-term borrowings.
    Financing activities In the first three months of 2025, cash used for financing activities was $(172) million which included $4 million from net changes in debt, $(98) million in stock repurchases, $(43) million of dividend payments, and $(34) million of payments for income tax withholding on share-based compensation. In the first three months of 2024, cash used for financing activities was $(289) million, which included $(58) million from net changes in debt, $(175) million in stock repurchases, $(36) million of dividend payments, and $(23) million of payments for income tax withholding on share-based compensation.
    On April 23, 2025, the Company amended and restated the 2022 and 2024 credit agreements, which increased the amount available under the Revolving Credit Facility to $2 billion, combined the term loans outstanding at March 31, 2025 into a single $475 million term loan and added a new delayed draw term loan for $250 million. The new delayed draw term loan is available for borrowings for fifteen months.
    During the first quarter of 2024, the Company entered into the 2024 Credit Agreement for a term loan of $225 million. Also during the first quarter of 2024, the Company issued $500 million of Senior Notes due in 2034. Proceeds from the 2034 Notes, combined with the proceeds from the term loan under the 2024 Credit Agreement and cash on hand, were utilized to repay the outstanding amount of 2024 Notes at maturity.
    As of March 31, 2025, the Company held approximately $698 million of cash, cash equivalents and restricted cash, of which approximately $294 million was held within the United States and approximately $404 million was held outside of the United States, primarily in Europe, India, Brazil and China. While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the United States net of any tax impacts. As of March 31, 2025, approximately $9 million of the Company's $698 million cash balance was held in escrow related to recent acquisitions and was classified as restricted.
    We or our affiliates may, from time to time, seek to retire or purchase outstanding debt through negotiated or open-market cash purchases, exchanges, or otherwise, and such transactions, if any, will be upon such terms and at such prices as we
    31


    may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
    Revolving Receivables Program
    Effective January 1, 2025, the Company utilizes its Revolving Receivables Program to request borrowings from a financial institution against certain collateralized receivables for up to $350 million. The Company collateralizes certain receivables through our bankruptcy-remote subsidiary on a recurring basis. As customers pay their balances, we transfer additional receivables into the program. Borrowings and repayments under the Revolving Receivables Program are included within Proceeds from debt and Payments of debt within the Financing activities section of the Condensed Consolidated Statement of Cash Flows.
    Prior to January 1, 2025, the Company utilized its Revolving Receivables Program to sell certain receivables for up to $350 million on a recurring basis. Net cash proceeds received from the sale of receivables in exchange for cash equal to the gross receivables sold are included in cash from operations within the Condensed Consolidated Statement of Cash Flows.
    During the three months ended March 31, 2025, the Company borrowed and repaid $175 million against the collateralized receivables. There were no receivables sold during the three months ended March 31, 2025. Net cash proceeds from receivables sold included in cash from operations was $210 million for the three months ended March 31, 2024. Additional information with respect to the Revolving Receivables Program is included in Note 2 of "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report.
    Supply Chain Financing Program
    The Company has entered into supply chain financing arrangements with third-party financial institutions to provide our vendors with enhanced payment options while providing the Company with added working capital flexibility. The Company does not provide any guarantees under these arrangements, does not have an economic interest in our suppliers' voluntary participation, does not receive an economic benefit from the financial institutions, and no assets are pledged under the arrangements. The arrangements do not change the payable terms negotiated by the Company and our vendors and does not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets. Additional information with respect to the Supply Chain Financing Program is included in Note 2 of "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report.
    Intra-Quarter Uncommitted Money Market Line Credit Agreement
    During the third quarter of 2024, the Company entered into an uncommitted bilateral money market line credit agreement which provides an aggregate borrowing capacity of $150 million, for general business purposes and working capital needs within a quarter.
    Guarantor Summarized Financial Information
    The obligations under the US Notes issued by Westinghouse Air Brake Technologies Corporation (the "Parent Company") have been fully and unconditionally guaranteed by certain of the Parent Company's U.S. subsidiaries ("Guarantor Subsidiaries"). Each guarantor is 100% owned by the Parent Company, with the exception of GE Transportation, a Wabtec Company, which has 15,000 shares outstanding of Class A Non-Voting Preferred Stock held by General Electric Company. The Euro Notes are issued by Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") and are fully and unconditionally guaranteed by the Parent Company.
    The following tables present summarized financial information of the Parent Company and the Guarantor Subsidiaries on a combined basis. The combined summarized financial information eliminates intercompany balances and transactions among the Parent Company and Guarantor Subsidiaries and equity in earnings and investments in any Guarantor Subsidiaries or non-guarantor subsidiaries. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and Guarantor Subsidiaries.
    Summarized Statement of Income
    Unaudited
    Parent Company and Guarantor Subsidiaries
    In millionsThree Months Ended March 31, 2025
    Net sales$1,532 
    Gross profit$816 
    Net income attributable to Wabtec shareholders$282 
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    Summarized Balance Sheet
    Unaudited
    Parent Company and Guarantor Subsidiaries
    In millionsMarch 31, 2025December 31, 2024
    Current assets$1,447 $1,604 
    Noncurrent assets$2,090 $2,049 
    Current liabilities$2,323 $2,242 
    Long-term debt$2,963 $2,962 
    Other non-current liabilities$656 $697 
    The following is a description of the transactions between the combined Parent Company and guarantor subsidiaries with non-guarantor subsidiaries.
    Unaudited
    Parent Company and Guarantor Subsidiaries
    In millionsThree Months Ended March 31, 2025
    Net sales to non-guarantor subsidiaries$243 
    Purchases from non-guarantor subsidiaries$267 
    Unaudited
    Parent Company and Guarantor Subsidiaries
    In millionsMarch 31, 2025
    Amount due to non-guarantor subsidiaries$12,459 

    Summarized Financial Information—Euro Notes
    The obligations under Wabtec Netherlands’ Euro Notes are fully and unconditionally guaranteed by the Parent Company. Wabtec Netherlands is a wholly owned, indirect subsidiary of the Parent Company. Wabtec Netherlands is a holding company and does not have any independent operations. Its assets consist of its investments in subsidiaries, which are separate and distinct legal entities that are not guarantors of the Euro Notes and have no obligations to pay amounts due under Wabtec Netherlands’ obligations.
    The following tables present summarized financial information of Wabtec Netherlands, as the Issuer of the Euro Notes, and the Parent Company, as the parent Guarantor, on a combined basis. The combined summarized financial information eliminates all intercompany balances and transactions among Wabtec Netherlands and the Parent Company as well as all equity in earnings from and investments in any subsidiary of the Parent Company, other than Wabtec Netherlands, which we refer to below as the Non-Guarantor Subsidiaries. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and Parent Company guarantor.
    Summarized Statement of Income
    Unaudited
    Issuer and Guarantor
    In millionsThree Months Ended March 31, 2025
    Net sales$136 
    Gross profit$31 
    Net loss attributable to Wabtec shareholders$(63)
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    Summarized Balance Sheet
    Unaudited
    Issuer and Guarantor
    In millionsMarch 31, 2025December 31, 2024
    Current assets$548 $546 
    Noncurrent assets$658 $646 
    Current liabilities$1,028 $1,014 
    Long-term debt$3,502 $3,479 
    Other non-current liabilities$49 $49 
    The following is a description of the transactions between the combined Wabtec Netherlands, as the Issuer of the Euro Notes, and the Parent Company, as the parent Guarantor, with the subsidiaries of Westinghouse Air Brake Technologies Corp., other than Wabtec Netherlands, none of which are guarantors of the Euro Notes.

    Unaudited
    Issuer and Guarantor
    In millionsThree Months Ended March 31, 2025
    Net sales to non-guarantor subsidiaries$9 
    Purchases from non-guarantor subsidiaries$28 
    Unaudited
    Issuer and Guarantor
    In millionsMarch 31, 2025
    Amount due to non-guarantor subsidiaries$8,403 
    Company Stock Repurchase Plan
    On December 3, 2024, the Board of Directors authorized an additional $1.0 billion to the Company's existing stock repurchase program for stock repurchases of the Company’s outstanding shares. 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. No time limit was set for the completion of the program which conforms to the requirements under the 2022 Credit Agreement, the 2024 Credit Agreement and the indentures for the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of March 31, 2025, approximately $902 million was remaining under the stock repurchase plan.
    Forward Looking Statements
    We believe that all statements other than statements of historical facts included in this report, including certain statements under “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure that our assumptions and expectations are correct.
    These forward-looking statements are subject to various risks, uncertainties and assumptions about us, including, among other things:
    Economic and industry conditions
    •changes in general economic and/or industry specific conditions, including the impacts of tax and tariff programs, inflation, supply chain disruptions, foreign currency exchange, and industry consolidation;
    •the impacts of significant recent shifts in trade policies, including the imposition of tariffs, retaliatory tariff measures, and subsequent modifications or suspensions thereof, and market reactions to such policies and resulting trade disputes;
    •prolonged unfavorable economic and industry conditions in the markets served by us, including North America, South America, Europe, Australia, Asia and Africa;
    •decline in demand for freight cars, locomotives, passenger transit cars, buses and related products and services;
    •reliance on major original equipment manufacturer customers;
    34


    •original equipment manufacturers’ program delays;
    •decreased demand for services in the freight and passenger rail industry;
    •decreased demand for our products and services;
    •orders either being delayed, canceled, not returning to historical levels or being reduced, and/or economic conditions affecting the ability of our customers to pay timely for goods and services delivered;
    •consolidations in the rail industry;
    •continued outsourcing by our customers;
    •industry demand for faster and more efficient braking equipment;
    •fluctuations in interest rates and foreign currency exchange rates;
    •availability of credit or difficulty in obtaining debt or equity financing;
    •changes in market consensus as to what attributes are required for projects to be considered "green" or "sustainable" or negative perceptions regarding determinations in such regard with respect to our Green Finance Framework or ESG strategy; or
    •changes in the ESG topics that have the highest relative priority for Wabtec's external stakeholders;
    Operating factors
    •supply disruptions;
    •technical difficulties;
    •changes in operating conditions and costs;
    •increases in raw material costs;
    •challenges associated with the successful introduction of new products;
    •product safety, quality and reliability;
    •performance under material long-term contracts;
    •labor availability constraints and labor relations challenges;
    •the outcome of our existing or any future legal proceedings, including litigation involving our principal customers and any litigation with respect to environmental matters, asbestos-related matters, pension liabilities, warranties, product liabilities, competition and anti-trust matters or intellectual property claims;
    •our ability to successfully complete and integrate acquisitions;
    •risks associated with the development and use of new technology; or
    •cybersecurity and data protection risks;
    Competitive factors
    •the actions of competitors; or
    •adverse outcomes of negotiations with partners, suppliers, customers or others;
    Political/governmental factors
    •political instability in relevant areas of the world, including the impacts of war, conflicts, global military action, and acts of terrorism;
    •future regulation/deregulation of our customers and/or the rail industry;
    •decreases in levels of governmental funding on transit projects, including for some of our customers;
    •political developments and laws and regulations, including those related to Positive Train Control;
    •consequences of federal and state income tax legislation;
    •sanctions imposed on countries and persons; or
    •the outcome of negotiations with governments;
    Natural hazards / health crises
    •impacts of climate change, including evolving climate change policy;
    •disruptive natural hazards, including earthquakes, fires, floods, tornadoes, hurricanes or other weather conditions;
    •epidemics, pandemics, or similar public health crises;
    •deterioration of general economic conditions as a result of natural hazards or health crises;
    •shutdown of one or more of our operating facilities as a result of natural hazards and health crises; or
    •supply chain and sourcing disruptions as a result of natural hazards, health crises or other external factors;
    Statements in this Quarterly Report on Form 10-Q apply only as of the date on which such statements are made, and except as required by law, we undertake no obligation to update any statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Reference is also made to the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
    Critical Accounting Estimates
    A summary of critical accounting estimates is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. In particular, judgment is used in areas such as accounts receivable and the allowance for doubtful accounts, inventories, business combinations, goodwill and indefinite-lived intangible assets, warranty reserves, income taxes, and revenue recognition. There have been no significant changes in the related accounting policies since December 31, 2024.
    35


    Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    See "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposure to market risk has not changed materially since December 31, 2024. Refer to Note 13 - Fair Value Measurement and Derivative Instruments of "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report for additional information regarding interest rate and foreign currency exchange risk.

    Item 4.    CONTROLS AND PROCEDURES
    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 March 31, 2025. Based upon their evaluation, the principal executive officer and principal financial officer concluded that Wabtec’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by Wabtec in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by Wabtec in such reports is accumulated and communicated to Wabtec’s Management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

    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 March 31, 2025, that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.
    36


    PART II—OTHER INFORMATION
    Item 1.    LEGAL PROCEEDINGS
    Additional information with respect to legal proceedings is included in Note 14 of “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this report.

    Item 1A.    RISK FACTORS
    There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

    Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    The following table summarizes the Company's stock repurchase activity for the three months ended March 31, 2025:
    Issuer Purchases of Common Stock
    In millions, except shares and price per shareTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Programs (1)Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
    January 2025391,477 $196.42 391,477 $923 
    February 2025101,579 $206.47 101,579 $902 
    March 2025— $— — $902 
    Total quarter ended March 31, 2025493,056 $198.49 493,056 $902 
    (1)     On December 3, 2024, the Board of Directors authorized an additional $1.0 billion to the Company's existing stock repurchase program for stock repurchases of the Company’s outstanding shares. 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. No time limit was set for the completion of the program which conforms to the requirements under the 2022 Credit Agreement, the 2024 Credit Agreement and the indentures for the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of March 31, 2025, approximately $902 million was remaining under the stock repurchase plan.

    Item 4.    MINE SAFETY DISCLOSURES
    Not Applicable

    Item 5.    OTHER INFORMATION
    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 first quarter ended March 31, 2025.
    37


    Item 6.    EXHIBITS
    The following exhibits are being filed with this report:
    22.1
    List of Subsidiary Guarantors
    31.1
    Rule 13a-14(a) Certification of Chief Executive Officer.
    31.2
    Rule 13a-14(a) Certification of Chief Financial Officer.
    32.1
    Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
    99.1
    Recast Sales to External Customers by Product Line
    101.INSXBRL Instance Document.
    101.SCHInline XBRL Taxonomy Extension Schema Document.
    101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
    101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
    101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
    101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
    104Cover Page Interactive Data File (embedded within the Inline XBRL document)


    38


    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
    WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
    By:/s/ JOHN A. OLIN
    John A. Olin
    Executive Vice President and
    Chief Financial Officer
    (Duly Authorized Officer and Principal Financial Officer)
    DATE:April 23, 2025

    39
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