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What changed in Wabtec's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Wabtec's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+246 added−246 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-12)

Top changes in Wabtec's 2025 10-K

246 paragraphs added · 246 removed · 193 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

71 edited+6 added−8 removed69 unchanged
Biggest changeAs we refine our sustainability strategy, we believe it is important to listen to our key internal and external stakeholders to identify and develop Environmental, Social and Governance ("ESG") topics of focus that align to our overall sustainability strategy and action plans. These topics are reviewed periodically to ensure our focus is in-line with the current market conditions and trends.
Biggest changeTo align Wabtec's overall sustainability strategy and action plans with the current market conditions and trends, we periodically review our sustainability priorities to ensure they reflect the areas of highest importance to our key internal and external stakeholders.
Theophilus was originally named Wabtec's Executive Vice President & Chief Human Resource Officer in October 2020. Before joining Wabtec, Ms. Theophilus served as Chief Human Resource Officer of West Corporation from March 2016 through February 2018.
Ms. Theophilus was originally named Wabtec's Executive Vice President & Chief Human Resource Officer in October 2020. Before joining Wabtec, Ms. Theophilus served as Chief Human Resource Officer of West Corporation from March 2016 through February 2018.
Available free of charge on this site are: our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as the annual report to stockholders, our Green Bond Report (https://ir.wabteccorp.com/investor-relations/green-finance-framework), our sustainability and sustainability-related reports (www.wabteccorp.com/sustainability/report-archive), and other information.
Available free of charge on this site are: our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as the annual report to stockholders, our Green Finance Framework and related reports (https://ir.wabteccorp.com/investor-relations/green-finance-framework), our sustainability and sustainability-related reports (www.wabteccorp.com/sustainability/report-archive), and other information.
We are focusing on technological advances, especially in the areas of electronics and alternative fuels, including hydrogen technologies, braking products and other on-board equipment, as a means to deliver new product growth. We seek to provide customers with incremental technological advances that offer immediate benefits with cost-effective investments. • Grow and refresh expansive installed base.
We are focusing on technological advances, especially in the areas of electronics and alternative fuels, including hydrogen technologies, braking products and other on-board equipment, as a means to deliver new product growth. We 6 seek to provide customers with incremental technological advances that offer immediate benefits with cost-effective investments. • Grow and refresh expansive installed base.
At 9 Wabtec, our purpose stems from four values that shape our core identity: People First, Expand the Possible, Embrace Diversity, and One Wabtec. These values are woven throughout our global operations, and they motivate us to build lasting connections. Wabtec is committed to ensuring our workplace respects and seeks the unique talents, experiences and viewpoints of all our employees.
At Wabtec, our purpose stems from four values that shape our core identity: People First, Expand the Possible, Embrace Diversity, and One Wabtec. These values are woven throughout our global operations, and they motivate us to build lasting connections. Wabtec is committed to ensuring our workplace respects and seeks the unique talents, experiences and viewpoints of all our employees.
In addition, we have opportunities to increase the sale of certain products that we currently manufacture for the rail industry into other industrial markets, such as mining, off-highway and energy. • Drive fuel efficiencies through emerging technologies. Today, rail represents the cleanest, most energy efficient and safest mode of moving freight and people on land.
In addition, we have opportunities to increase the sale of certain products that we currently manufacture for the rail industry into other industrial markets, such as mining, off-highway and energy. • Drive efficiencies through emerging technologies. Today, rail represents the cleanest, most energy efficient and safest mode of moving freight and people on land.
We intend to increase sales through direct sales of existing products to current and new customers, by developing specific new products for application in new geographic markets, by making strategic acquisitions and through joint ventures with railway suppliers which have a strong presence in their local markets. We believe that international markets represent a 6 significant opportunity for future growth.
We intend to increase sales through direct sales of existing products to current and new customers, by developing specific new products for application in new geographic markets, by making strategic acquisitions and through joint ventures with railway suppliers which have a strong presence in their local markets. We believe that international markets represent a significant opportunity for future growth.
Wabtec is advancing our sustainability priorities both through our own commitments to our people, communities, and planet, as well as by innovating next generation technologies that reduce 5 emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions. • Driving the digital transformation of the rail industry.
Wabtec is advancing our sustainability priorities both through our own commitments to our people, communities, and planet, as well as by innovating next generation technologies that reduce emissions, energy consumption and waste, and increase fuel efficiency for our customers through advancements in our equipment and digital solutions. • Driving the digital transformation of the rail industry.
We strive to create an environment where employees can be themselves. Our Board of Directors also plays a critical role in creating an organization that prioritizes, supports and invests in these ideals. Our headquarters are in Pittsburgh, Pennsylvania and we have offices, facilities, and operations in over 50 countries around the globe.
We strive to create an environment where employees can be themselves. Our Board of Directors also plays a critical role in creating an organization that prioritizes, supports and invests in these ideals. 9 Our headquarters are in Pittsburgh, Pennsylvania and we have offices, facilities, and operations in over 50 countries around the globe.
By working together with these partners and others, we are developing advanced solutions for the industry to realize the zero-emission rail network of the future. • Experience with industry regulatory requirements. The freight rail and passenger transit industries are governed by various government agencies and regulators in each country and region.
By working together with these partners and others, we are developing advanced solutions for the industry to realize the low-to-zero emission rail network of the future. • Experience with industry regulatory requirements. The freight rail and passenger transit industries are governed by various government agencies and regulators in each country and region.
These groups mandate rigorous manufacturer certification and a new product testing and approval processes that we believe are difficult for new entrants to meet cost-effectively and efficiently without the scale and extensive experience we possess. • Streamlined cost structure and operational excellence provide operating leverage and support Wabtec’s growth.
These groups mandate rigorous manufacturer certification and new product testing and approval processes that we believe are difficult for new entrants to meet cost-effectively and efficiently without the scale and extensive experience we possess. • Streamlined cost structure and operational excellence provide operating leverage and support Wabtec’s growth.
A significant portion of our investment is expected to be focused on three customer-centric areas of innovation: advanced supply chain visibility, automation and digitization and zero-emissions operations. These investments will position our customers for success and make these technologies the standard going forward.
A significant portion of our investment is expected to be focused on three customer-centric areas of innovation: advanced supply chain visibility, automation and digitization and low-to- zero emissions operations. These investments will position our customers for success and make these technologies the standard going forward.
Heinz Company from January 2001 to December 2013, most recently as Corporate Controller and Principal Accounting Officer. Prior to 2001, Mr. Mastalerz was a Senior Manager with PricewaterhouseCoopers LLP. Kyra Yates was named Vice President of Investor Relations in March 2024. Previously, Ms.
Heinz Company from January 2001 to December 2013, most recently as Corporate Controller and Principal Accounting Officer. Prior to 2001, Mr. Mastalerz was a Senior Manager with PricewaterhouseCoopers LLP. 12 Kyra Yates was named Vice President of Investor Relations in March 2024. Previously, Ms.
Trombley also held progressive commercial and marketing leadership roles at Parsons and GE Transportation. 12 Greg Sbrocco was named Executive Vice President, Global Operations in February 2019. Prior to this, Mr. Sbrocco was Global Supply Chain Leader for GE Transportation since September 2014. Mr.
Trombley also held progressive commercial and marketing leadership roles at Parsons and GE Transportation. Greg Sbrocco was named Executive Vice President, Global Operations in February 2019. Prior to this, Mr. Sbrocco was Global Supply Chain Leader for GE Transportation since September 2014. Mr.
We believe both our customers and government authorities value our technological capabilities and commitment to innovation, as we seek not only to enhance the efficiency and profitability of our customers, but also to improve the overall safety of the railways through continuous improvement of product performance.
We believe both our customers and government authorities 5 value our technological capabilities and commitment to innovation, as we seek not only to enhance the efficiency and profitability of our customers, but also to improve the overall safety of the railways through continuous improvement of product performance.
Olin served as Controller of Kraft Foods' Cheese Division, and had 12 years of financial leadership at Kraft, Oscar Mayer Foods, and Miller Brewing Company. Mr. Olin also held positions with financial services and specialized consulting firms including Ernst and Whinney (now Ernst and Young). Nicole Theophilus was named Executive Vice President & Chief Administrative Officer in July 2024. Ms.
Olin served as Controller of Kraft Foods' Cheese Division, and had 12 years of financial leadership at Kraft, 11 Oscar Mayer Foods, and Miller Brewing Company. Mr. Olin also held positions with financial services and specialized consulting firms including Ernst and Whinney (now Ernst and Young). Nicole Theophilus was named Executive Vice President & Chief Administrative Officer in July 2024.
Wabtec has an installed base of nearly 24,000 locomotives, as well as a diverse offering of Transit locomotives and cars both internationally and domestically. Our significant installed base enables opportunities in the aftermarket parts and services business. • Leading design and engineering capabilities.
Wabtec has an installed base of nearly 24,600 locomotives, as well as a diverse offering of Transit locomotives and cars both internationally and domestically. Our significant installed base enables opportunities in the aftermarket parts and services business. • Leading design and engineering capabilities.
We are a transportation and component manufacturer with a significant installed base with expansive product and service capabilities. We have nearly 24,000 locomotives in service, the majority of which are equipped with Digital Intelligence technologies, like Positive Train Control.
We are a transportation and component manufacturer with a significant installed base with expansive product and service capabilities. We have nearly 24,600 locomotives in service, the majority of which are equipped with Digital Intelligence technologies, like Positive Train Control.
To that end, we have assembled a wide range of patented products, which we believe provides us with a competitive advantage that enhances our customers' safety, productivity, reliability and capacity. • Driving fuel efficiency for the rail industry. We have taken significant steps to drive fuel efficiency in global transport and make our world safer, smarter and greener.
To that end, we have assembled a wide range of patented products, which we believe provides us with a competitive advantage that enhances our customers' safety, productivity, reliability and capacity. • Driving fuel efficiency for the rail industry. We have taken significant steps to drive fuel efficiency in global transport and make our world safer, smarter and more sustainable.
We are also conducting collaborative research and development efforts with the National Laboratories to support the use of hydrogen to lower emissions across the rail industry. In 2024, Canadian National Railway Company, Norfolk Southern and Union Pacific Railroad each recognized Wabtec’s leadership in sustainability, energy efficiency, innovation, and environmental stewardship with partnership awards.
We are also conducting collaborative research and development efforts with the National Laboratories to support the use of hydrogen to lower emissions across the rail industry. In both 2025 and 2024, Canadian National Railway Company, Norfolk Southern and Union Pacific Railroad each recognized Wabtec’s leadership in energy efficiency, innovation, and environmental stewardship with partnership awards.
As a result of the large base of nearly 24,000 locomotives, Wabtec's Services product line of modernizing, rebuilding and overhauling, remanufacturing, maintaining, and exchanging locomotives and components in the aftermarkets provides a significant, recurring revenue stream.
As a result of the large base of nearly 24,600 locomotives, Wabtec's Services product line of modernizing, rebuilding and overhauling, remanufacturing, maintaining, and exchanging locomotives and components in the aftermarkets provides a significant, recurring revenue stream.
The Transit Segment maintains a large installed base of original equipment globally which allows for a significant recurring revenue stream in the aftermarket. Approximately 55% of the Transit Segment’s net sales are in the aftermarket.
The Transit Segment maintains a large installed base of original equipment globally which allows for a significant recurring revenue stream in the aftermarket. Approximately 56% of the Transit Segment’s net sales are in the aftermarket.
The following is a summary of our primary products and services in both aftermarket and original equipment across both of our business segments: Equipment: • Diesel-electric and liquid natural gas powered locomotives for freight and transit • Engines, electric motors and premium propulsion systems used in locomotives, mining, marine, stationary power and drilling applications • Marine and mining products Digital Intelligence Products: • Positive Train Control ("PTC") equipment and electronically controlled pneumatic braking products • Railway electronics, including event recorders, monitoring equipment and end of train devices • Signal design and engineering services • Train performance such as distributed locomotive power, train 'cruise control', and train remote control • Transport intelligence such as Industrial/mobile Internet of Things (IoT) hardware & software, edge-to-cloud, on and off-board analytics & rules, and asset performance management • Transport logistics such as rail and shipper transportation management and port visibility and optimization • Network optimization such as rail network scheduling, dispatch and optimization, intermodal, terminal management and optimization, and rail yard management and optimization Components: • Freight car trucks and braking equipment and related components for freight applications • Air compressors, dryers and HVAC systems • Heat transfer components and systems for diesel and gas engine cooling, generator and transformer coolers and high temperature applications • Custom engineered burners and combustion systems • Railgear, signaling and switch products • Turbochargers for industrial and aftermarket vehicle applications Services: • Freight locomotive overhauls, modernizations and refurbishment • Master service agreements for locomotive and car maintenance • Transit locomotive and car overhaul • Unit exchange of locomotive components • Long term parts arrangements • Maintenance of way equipment and services Transit Products: • Railway and freight braking equipment and related components, including high-speed passenger transit vehicles • Friction products, including brake shoes, discs and pads 4 • Heating, ventilation and air conditioning equipment • Access doors and platform screen doors • Pantographs • Auxiliary power converter and battery charging • Passenger information systems and closed-circuit television • Signaling and railway electric relays • Doors, window assemblies, accessibility lifts, ramps and electric charging solutions for buses Wabtec is utilizing a flexible and growing portfolio of freight rail and passenger transit products and innovative technologies to support customers’ sustainability goals and targets.
The following is a summary of our primary products and services in both aftermarket and original equipment across both of our business segments: Equipment: • Diesel-electric and liquid natural gas powered locomotives for freight and transit • Engines, electric motors and premium propulsion systems used in locomotives, mining, marine, stationary power and drilling applications • Marine and mining products Digital Intelligence: • Positive Train Control ("PTC") equipment and electronically controlled pneumatic braking products • Railway electronics, including event recorders, monitoring equipment and end of train devices • Signal design and engineering services • Train performance such as distributed locomotive power, train 'cruise control', and train remote control • Transport intelligence such as Industrial/mobile Internet of Things ("IoT") hardware & software, edge-to-cloud, on and off-board analytics and rules, and asset performance management • Transport logistics such as rail and shipper transportation management and port visibility and optimization • Network optimization such as rail network scheduling, dispatch and optimization, intermodal, terminal management and optimization, and rail yard management and optimization • Nondestructive testing, remote visual inspection and analytical instruments solutions for mission critical assets • Train detection, wayside object control solutions, and axle counting systems Components: • Freight car trucks and braking equipment and related components for freight applications • Air compressors, dryers and HVAC systems • Heat transfer components and systems for diesel and gas engine cooling, generator and transformer coolers and high temperature applications • Custom engineered burners and combustion systems • Railgear, signaling and switch products • Turbochargers for industrial applications • Maintenance of way equipment and services 4 Services: • Freight locomotive overhauls, modernizations and refurbishment • Master service agreements for locomotive and car maintenance • Transit locomotive and car overhaul • Unit exchange of locomotive components • Long term parts arrangements Transit: • Railway and freight braking equipment and related components, including high-speed passenger transit vehicles • Friction products, including brake shoes, discs and pads • Heating, ventilation and air conditioning equipment • Access doors and platform screen doors • Pantographs • Auxiliary power converter and battery charging • Passenger information systems and closed-circuit television • Signaling and railway electric relays • Doors, window assemblies, accessibility lifts, ramps and electric charging solutions for buses Wabtec is utilizing a flexible and growing portfolio of freight rail and passenger transit products and innovative technologies to support customers’ sustainability goals and targets.
From pioneering advancements to current signaling systems and network efficiency solutions, we are striving to increase the rail capacity to move more freight by train. Wabtec is working to reduce existing locomotive fleet emissions through fuel-efficiency solutions and testing renewable diesel and biofuels.
From pioneering advancements to current signaling systems and network efficiency solutions, we are striving to increase the rail capacity to move more freight by train. Wabtec is working to reduce existing locomotive fuel consumption through fuel-efficiency solutions and testing renewable diesel and biofuels.
The system requires the product development team to follow consistent steps throughout the development process, from concept to launch, to ensure the product will meet customer expectations and internal profitability targets. Intellectual Property We have more than 6,500 active patents worldwide and file for approximately 300 new patents each year.
The system requires the product development team to follow consistent steps throughout the development process, from concept to launch, to ensure the product will meet customer expectations and internal profitability targets. Intellectual Property We have more than 7,000 active patents worldwide and file for approximately 300 new patents each year.
Our comprehensive product portfolio and service offerings span the freight rail and passenger transit industries, as well as the bus, mining, marine, and industrial markets, which help Wabtec balance the cyclical nature of the global rail business. We provide our products in both the original equipment market and the aftermarket.
Our comprehensive product portfolio and service offerings span the freight rail and passenger transit industries, as well as other transportation, mining, marine, and industrial markets and applications, which help Wabtec balance the cyclical nature of the global rail business. We provide our products in both the original equipment market and the aftermarket.
The Internet site and the information contained therein or connected thereto are not incorporated by reference into this Form 10-K.
The Internet sites and the information contained therein or connected thereto are not incorporated by reference into this Form 10-K.
Through these efforts, our Operations and EHS teams are partnering to eliminate and reduce hazards and risks within Wabtec’s operations, which is fundamental to improved EHS performance. In 2024, we had zero fatalities and our total recordable injury rate decreased by over 5% compared with 2023.
Through these efforts, our Operations and EHS teams are partnering to eliminate and reduce hazards and risks within Wabtec’s operations, which is fundamental to improved EHS performance. In 2025, we had zero fatalities and our total recordable injury rate decreased by over 15% compared with 2024.
In Transit, we are focused on mature markets such as Europe and emerging markets such as India. In Freight, we are targeting markets that operate significant fleets of locomotives and freight cars, including Australia, Brazil, Egypt, India, South Africa, Kazakhstan, and other select areas within Europe, Asia and South America.
In Transit, we are focused on mature markets such as Europe and emerging markets such as India. In Freight, in addition to North America, we are targeting markets that operate significant fleets of locomotives and freight cars, including Australia, Brazil, India, South Africa, Kazakhstan, and other select areas within Europe, Asia and South America.
Customers include public transit authorities and municipalities, leasing companies, manufacturers of passenger transit vehicles and buses, and companies in the electrical generation, distribution, and charging industries. In 2024, the Transit Segment accounted for approximately 28% of our total net sales, with approximately 18% of its net sales in the U.S.
Customers include public transit authorities and municipalities, leasing companies, manufacturers of passenger transit vehicles and buses, and companies in the electrical generation, distribution, and charging industries. In 2025, the Transit Segment accounted for approximately 28% of our total net sales, with approximately 17% of its net sales in the U.S.
Mastalerz 58 Senior Vice President of Finance and Chief Accounting Officer Kyra Yates 46 Vice President, Investor Relations Rafael Santana was named President and Chief Executive Officer of the Company effective July 1, 2019. Previously, he served as Executive Vice President from February 2019 to July 2019. Mr.
Mastalerz 59 Senior Vice President of Finance and Chief Accounting Officer Kyra Yates 47 Vice President, Investor Relations Rafael Santana was named President and Chief Executive Officer of the Company effective July 1, 2019. Previously, he served as Executive Vice President from February 2019 to July 2019. Mr.
Engineering and Development To execute our strategy to develop new products, we invest in a variety of engineering and development activities. For the years ended December 31, 2024, 2023 and 2022, we invested $206 million, $218 million and $209 million, respectively, in engineering for product development and improvement activities.
Engineering and Development To execute our strategy to develop new products, we invest in a variety of engineering and development activities. For the years ended December 31, 2025, 2024 and 2023, we invested $223 million, $206 million and $218 million, respectively, in engineering for product development and improvement activities.
These entities typically govern equipment, safety and interoperability standards for freight rail rolling stock and passenger transit, oversee a wide variety of rules and regulations governing safety and design of equipment, and evaluate certification and qualification requirements for suppliers. New products generally must undergo testing and approval processes that are rigorous and lengthy.
These entities typically govern equipment, safety and interoperability standards for freight rail rolling stock and passenger transit, oversee a wide variety of rules and regulations governing safety and design of equipment, and evaluate certification and qualification requirements for suppliers. New products are generally subject to rigorous and lengthy testing and approval processes.
For the fiscal year ended December 31, 2024, our top five customers accounted for approximately 30% of net sales. No one customer represents 10% or more of consolidated net sales. We believe that we have strong relationships with all of our key customers. 8 Competition We operate in a highly competitive marketplace.
Top customers can change from year to year. For the fiscal year ended December 31, 2025, our top five customers accounted for approximately 30% of net sales. No one customer represents 10% or more of consolidated net sales. We believe that we have strong relationships with all of our key customers. 8 Competition We operate in a highly competitive marketplace.
To guarantee interoperability in Europe, the European Union for Railway Agencies is responsible for defining and implementing Technical Standards of Interoperability, which covers areas such as 10 infrastructure, energy, rolling stock, telematic applications, traffic operation and management subsystems, noise pollution and waste generation, protection against fire and smoke, and system safety.
To support interoperability of the European railway network, the European Union for Railway Agencies is responsible for defining and implementing Technical Standards of Interoperability, which covers areas such as infrastructure, energy, rolling stock, telematic applications, traffic operation and management subsystems, noise pollution and waste generation, protection against fire and smoke, and system safety.
Wabtec has partnered with a third-party vendor to provide an online learning platform available to all of our employees, both hourly and salary. Our Leadership, Expertise, Advancement and Development ("LEAD") program is the primary path for university graduates into Wabtec.
Wabtec has invested in training courses through a partnership with a third-party vendor to provide an online learning platform available to all of our employees, both hourly and salary. Our Leadership, Expertise, Advancement and Development ("LEAD") program is the primary path for university graduates into Wabtec.
The Company’s total backlog was approximately $22.3 billion at December 31, 2024. The Company’s contracts are subject to standard industry cancellation provisions, including cancellations on short notice or upon completion of designated stages.
The Company’s total backlog was approximately $27.4 billion at December 31, 2025. The Company’s contracts are subject to standard industry cancellation provisions, including cancellations on short notice or upon completion of designated stages.
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. Industry Overview The Company primarily serves the global freight rail and passenger transit industries.
Our highly engineered rail and transit 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.
Olin 64 Executive Vice President and Chief Financial Officer Nicole Theophilus 54 Executive Vice President and Chief Administrative Officer Eric Gebhardt 56 Executive Vice President and Chief Technology Officer Gina Trombley 54 Executive Vice President, Sales & Marketing & Chief Commercial Officer - Americas Greg Sbrocco 56 Executive Vice President, Global Operations Michael E.
Olin 65 Executive Vice President and Chief Financial Officer Nicole Theophilus 55 Executive Vice President and Chief Administrative Officer Eric Gebhardt 57 Executive Vice President and Chief Technology Officer Gina Trombley 55 Executive Vice President, Sales & Marketing & Chief Commercial Officer - Americas Greg Sbrocco 57 Executive Vice President, Global Operations Michael E.
We remain steadfast in our commitment to protecting our people and driving toward EHS excellence. Regulation In the course of our operations, we are subject to various regulations and standards of governments and other agencies in the U.S. and around the world.
We remain steadfast in our commitment to protecting our people and driving toward EHS excellence. Regulation In the course of our operations, we are subject to various regulations and standards of government authorities and other standard-setting bodies in the U.S. and around the world.
The Company believes its operations and products 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.
The Company believes its operations and products currently comply in all material respects with 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. Available Information We maintain a website at www.wabteccorp.com.
The following are also available free of charge on this site and are available in print to any shareholder who requests them: Our Corporate Governance Guidelines, the charters of our Audit, Compensation and Talent Management and Governance and Sustainability Committees, our Code of Conduct, which is applicable to all employees, our Code of Ethics for Senior Officers, which is applicable to our executive officers, our Policies on Related Party Transactions and Conflict Minerals. 11 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table provides information on our executive officers as of February 12, 2025.
The following are also available free of charge on this site and are available in print to any shareholder who requests them: Our Corporate Governance Guidelines, the charters of our Audit, Compensation and Talent Management, Governance and Risk and Public Policy Committees, our Code of Conduct, which is applicable to all employees, our Code of Ethics for Senior Officers, which is applicable to our executive officers, and our Policies on Related Party Transactions and Conflict Minerals.
Our customers include passenger transit authorities and railroads throughout North America, Europe, Asia Pacific, Africa and South America; manufacturers of transportation equipment, such as locomotives, freight cars, passenger transit vehicles and buses and companies that own, lease, and maintain such equipment, as well as customers in the mining, marine, and industrial markets. Top customers can change from year to year.
Our customers include passenger transit authorities and railroads throughout North America, Europe, Asia Pacific, Africa, and South America; utilities; manufacturers of transportation equipment, such as locomotives, freight cars, passenger transit vehicles and buses; companies that own, lease, and maintain such equipment; as well as customers in the mining, marine, and industrial markets and applications and companies in the generation, distribution, and charging industries.
As of December 31, 2024, we have a global workforce of approximately 29,500 employees, excluding contingent workers. Unionized Population A portion of our workers are represented by labor unions. The United Electrical, Radio and Machine Workers of America (UE), Locals 506 and 618 collective bargaining agreement, covering approximately 1,400 locomotive manufacturing workers in Erie, Pennsylvania, expired on June 9, 2023.
As of December 31, 2025, we have a global workforce of approximately 31,000 employees, excluding contingent workers. Unionized Population A portion of our workers are represented by labor unions. The United Electrical, Radio and Machine Workers of America ("UE"), Locals 506 and 618 collective bargaining agreement, covering approximately 1,400 locomotive manufacturing workers in Erie, Pennsylvania, expires April 30, 2027.
Item 1. BUSINESS General Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, is a Delaware corporation with headquarters at 30 Isabella Street in Pittsburgh, Pennsylvania. Our telephone number is 412-825-1000, and our website is located at www.wabteccorp.com .
Item 1. BUSINESS General Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, is a Delaware corporation with headquarters at 30 Isabella Street in Pittsburgh, Pennsylvania. Our telephone number is 412-825-1000, and our website is located at www.wabteccorp.com . Wabtec has approximately 31,000 employees, excluding contingent workers, and operations in over 50 countries.
The Freight Segment primarily manufactures new and modernized locomotives; provides aftermarket parts and services to existing locomotives; provides components to new and existing freight cars; builds new commuter locomotives; supplies rail control and infrastructure products including electronics, positive train control equipment, signal design and engineering services; provides a comprehensive suite of 3 software-enabled solutions designed to improve customer safety, efficiency and productivity in the transportation and mining industries; overhauls locomotives; and provides heat exchangers and cooling systems for rail and other industrial markets.
The Freight Segment primarily manufactures new and modernized locomotives; provides aftermarket parts and services to existing locomotives; provides components to new and existing freight cars; supplies rail control and infrastructure products including electronics, positive train control equipment, signal design and engineering services; provides a comprehensive suite of software-enabled solutions designed to improve customer safety, efficiency and productivity in the transportation and mining industries; overhauls locomotives; provides heat exchangers and cooling systems for rail and other industrial markets; provides nondestructive testing, remote visual inspection and analytical instruments solutions for mission critical assets; and delivers train detection, wayside object control solutions, and axle counting systems.
We have a long history of advancing technologies to meet customer needs and have been recognized for the development and production of locomotives, equipment, including PTC equipment, and systems for the freight rail and passenger transit industries.
Wabtec has been transforming the rail landscape through various innovations and technologies for over 150 years. We have a long history of advancing technologies to meet customer needs and have been recognized for the development and production of locomotives, equipment, including PTC equipment, and systems for the freight rail and passenger transit industries.
In 2024, the Freight Segment accounted for approximately 72% of Wabtec’s total net sales, with approximately 59% of its net sales in the U.S. and approximately 61% of the Freight Segment’s net sales were in the aftermarket.
In 2025, the Freight Segment accounted for approximately 72% of Wabtec’s total net sales, with approximately 60% of its net sales in the U.S. and approximately 58% of the Freight Segment’s net sales in the aftermarket.
Generally, if a customer were to cancel a contract, we would have an enforceable right to payment for work completed up to the date of cancellation which would include a reasonable profit margin. Substantial scope-of-work adjustments are common. For these and other reasons, completion of the Company’s backlog may be delayed or canceled.
Generally, if a customer were to cancel a contract, we would have an enforceable right to payment for work completed up to the date of cancellation which would include a reasonable profit margin. Substantial scope-of-work adjustments are common.
As a result of those strategic acquisitions, as well as other smaller acquisitions and organic growth, Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, and the mining, marine, and industrial markets. Wabtec has approximately 29,500 employees, excluding contingent workers, and operations in over 50 countries.
As a result of those strategic acquisitions, as well as other smaller acquisitions and organic growth, Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, and the mining, marine, and industrial markets and applications.
Environmental Matters The Company's operations and products are subject to a variety of environmental laws and regulations governing air emissions, discharges into water, the use, handling, storage, and disposal of hazardous substances and waste materials, as well as the remediation of contamination associated with releases of hazardous substances.
Quarterly results can also be affected by the timing of projects in backlog and by project delays. 10 Environmental Matters The Company's operations and products are subject to a variety of environmental laws and regulations governing air emissions, discharges into water, the use, handling, storage, and disposal of hazardous substances and waste materials, as well as the remediation of contamination associated with releases of hazardous substances.
We continue to emphasize innovation and development funding to create new products and capabilities to increase customer productivity, efficiency, capacity, utilization and safety, such as the hydrogen powered locomotive, vehicle monitoring and data analytics. We plan to invest in bringing new technologies to market for our customers.
We continue to emphasize innovation and development funding to create new products and capabilities to increase customer productivity, efficiency, capacity, utilization and safety, such as alternatively fueled locomotive, vehicle monitoring and data analytics, and nondestructive testing. We plan to invest in bringing new technologies to market for our customers, which may include portfolio expansion through strategic acquisitions.
Training and Development We continually invest in our employees’ career growth and provide employees with a wide range of development opportunities, including face-to-face, virtual, social and self-directed learning, mentoring and coaching programs. We have invested in training courses through Wabtec’s Learning Management System ("LMS").
The Company continuously monitors its labor activity. Training and Development We continually invest in our employees’ career growth and provide employees with a wide range of development opportunities, including face-to-face, virtual, social and self-directed learning, mentoring and coaching programs.
Also, in Europe, the European Committees for Standardization continually draft new European standards which cover, for example, the Reliability, Availability, Maintainability and Safety of railways systems.
In addition, the European Committees for Standardization continue to develop European standards which cover, for example, the Reliability, Availability, Maintainability and Safety of railways systems.
We offer a wide range of benefits including healthcare and wellness (physical and mental) benefits, retirement benefits, paid time off, an employee assistance program, and seven employee resource groups to build diverse and inclusive communities at Wabtec.
We provide our employees with resources to help them be mentally, physically and financially well. We offer a wide range of benefits including healthcare and wellness (physical and mental) benefits, retirement benefits, paid time off, an employee assistance program, and several employee resource groups to build inclusive communities at Wabtec.
Price competition is strong because we have a relatively small number of customers and they are very cost-conscious. In addition to price, competition is based on product performance and technological leadership, quality, reliability of delivery, and customer service and support. Our principal competitors vary across product lines and geographies.
In addition to price, competition is based on product performance and technological leadership, quality, reliability of delivery, and customer service and support. Our principal competitors vary across product lines and geographies.
The railroad industry, in general, has historically been subject to fluctuations due to overall economic conditions and the level of use of alternative modes of transportation. 7 The roll forward of the Company's backlog of firm customer orders and the expected year of completion are as follows: In millions Freight Segment Transit Segment Consolidated Balance at December 31, 2023 $ 17,785 $ 4,214 $ 21,999 Less: 2024 Net sales (7,468) (2,919) (10,387) New orders 7,348 3,147 10,495 Adjustments / foreign exchange, net 321 (156) 165 Balance at December 31, 2024 $ 17,986 $ 4,286 $ 22,272 Expected Delivery 2025 $ 5,577 $ 2,104 $ 7,681 Thereafter $ 12,409 $ 2,182 $ 14,591 Global economic conditions have not resulted in any material cancellations recently, but they have impacted the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines and could result in future modifications or cancellations.
The railroad industry, in general, has historically been subject to fluctuations due to overall economic conditions and the level of use of alternative modes of transportation. 7 The roll forward of the Company's backlog of firm customer orders and the expected year of completion are as follows: In millions Freight Segment Transit Segment Consolidated Balance at December 31, 2024 $ 17,986 $ 4,286 $ 22,272 Less: 2025 Net sales (8,036) (3,131) (11,167) New orders 11,911 3,587 15,498 Adjustments / foreign exchange, net 632 172 804 Balance at December 31, 2025 $ 22,493 $ 4,914 $ 27,407 Expected Delivery 2026 $ 6,022 $ 2,212 $ 8,234 Thereafter $ 16,471 $ 2,710 $ 19,181 Global economic conditions have not resulted in any material cancellations recently, but they have impacted the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines and could result in future modifications or cancellations.
We are committed to providing safe work environments and products that enable productive and efficient use of resources. • Empowering People and Communities. We are committed to driving an inclusive culture grounded in integrity, committed to the development of and investment in the communities where our teams live and work.
We are committed to driving an inclusive culture grounded in integrity, committed to the development of and investment in the communities where our teams live and work.
Environmental, Social and Governance Sustainability Wabtec is committed to creating sustainable value through innovative rail technologies and responsible business practices. Our mission to unlock our customers' potential by delivering innovative and lasting transportation solutions underpins our sustainability strategy.
Sustainability Wabtec is committed to creating sustainable value through innovative rail technologies and responsible business practices. Our mission to unlock our customers' potential by delivering innovative and lasting transportation solutions underpins our sustainability strategy. Our strategy helps us capitalize on market opportunities and reduce safety and environmental risks, while creating value for our customers, employees and other stakeholders.
We do not believe that any single license agreement is of material importance to our business or any of our business segments as a whole. Customers We provide products and services for more than 500 customers worldwide.
We do not believe that any single license agreement is of material importance to our business or any of our business segments as a whole. Customers We serve a global customer base with products and services purchased across international markets.
He also served as General Manager – Europe – Power Services for GE Power from November 2015 through April 2017 and prior to that several positions with Alstom Power. Lilian Leroux was named Chief Strategy and Sustainability officer in April 2023.
He also served as General Manager – Europe – Power Services for GE Power from November 2015 through April 2017 and prior to that several positions with Alstom Power. John A. Mastalerz was named Senior Vice President of Finance and Chief Accounting Officer in February 2020. Previously, Mr.
Most countries and regions in which Wabtec does business have similar rule-making bodies. For example, in China any product or system sold on the Chinese market must have been certified in accordance with national standards. In the local Indian market, most products are covered by regulations patterned after AAR and UIC standards. Effects of Seasonality Our business has limited seasonality.
Most countries and regions in which Wabtec does business have similar regulatory and certification frameworks. For example, any product or system sold in China must be certified in accordance with national standards. In India, many products are subject to regulations generally aligned with AAR and UIC standards. Effects of Seasonality Our business has limited seasonality.
Officers Age Position Rafael Santana 53 President and Chief Executive Officer David L. DeNinno 69 Executive Vice President, General Counsel and Secretary John A.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS The following table provides information on our executive officers as of February 13, 2026. Officers Age Position Rafael Santana 54 President and Chief Executive Officer David L. DeNinno 70 Executive Vice President, General Counsel and Secretary John A.
Fetsko 60 President, Freight and Industrial Components Alicia Hammersmith 54 President, Freight Services Rogerio Mendonca 52 President, Freight Equipment Nalin Jain 55 President, Digital Intelligence Pascal Schweitzer 48 President, Transit Lillian Leroux 53 Chief Strategy and Sustainability Officer John A.
Fetsko 61 President, Freight and Industrial Components Sameer Gaur 53 President, Freight Services Rogerio Mendonca 53 President, Freight Equipment Nalin Jain 56 President, Digital Intelligence Pascal Schweitzer 49 President, Transit John A.
To deliver on that commitment, we utilize market data to benchmark to the external market and consider factors such as an employee’s role and experience, the location of the job and performance when determining compensation. We provide our employees resources to help them be mentally, physically and financially well.
Compensation and Benefits We remain committed to a strong pay-for performance philosophy that aligns individual performance, behaviors and business results with individual rewards. To deliver on that commitment, we utilize market data to benchmark to the external market and consider factors such as an employee’s role and experience, the location of the job and performance when determining compensation.
Competitive Strengths Through both organic growth and strategic acquisitions, Wabtec has developed the following competitive strengths: • Iconic legacy and strong reputation with a history of over 150 years of innovation . Wabtec has been transforming the rail landscape through various innovations and technologies for over 150 years.
For additional information on our business segments, see Note 19 of “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report. Competitive Strengths Through both organic growth and strategic acquisitions, Wabtec has developed the following competitive strengths: • Iconic legacy and strong reputation with a history of over 150 years of innovation .
Consistent with the UNIFE study, increased investment in infrastructure improvements, digitalization and automation is expected, all of which would improve efficiency in the global rail industry. Business Segments and Products We provide our products and services through two principal business segments, the Freight Segment and the Transit Segment, both of which have different market characteristics and business drivers.
Consistent with the UNIFE study, increased investment in infrastructure improvements, digitalization and automation is expected, all of which would improve efficiency in the global rail industry. Acquisitions also play a role in the Company's growth, market access, and new technology advancements.
Additionally, we utilize our Green Finance Framework to support the development of technologies that enable sustainable value creation. Wabtec is committed to transparency on ESG topics, including the opportunities and challenges we encounter as we work to enhance performance and conduct business in a responsible manner.
Wabtec is committed to transparency on Environmental, Social, and Governance ("ESG") topics, including the opportunities and challenges we encounter as we work to enhance performance and conduct business in a responsible manner. We publish periodic sustainability and sustainability-related reports, where we present sustainability information, including policies, goals, activities, and qualitative and quantitative data on our progress.
In recent years, we have also introduced a number of significant new products, including PTC equipment that encompasses onboard digital data and global positioning communication protocols. We are making additional investments in this technology which we believe will provide customers with opportunities to improve safety and efficiency, in part through data analytics solutions.
We are making additional investments in this technology which we believe will provide customers with opportunities to improve safety and efficiency, in part through data analytics solutions. During 2025, Wabtec also expanded the Digital Intelligence portfolio with the addition of nondestructive testing and remote visual inspection instruments, as well as axle counting systems.
This was Wabtec’s second year in a row receiving the Thoroughbred Sustainability Partner Award from Norfolk Southern. Wabtec also is implementing energy-reducing technologies for the passenger transit sector. In 2022, Wabtec received sustainability awards from both the German Ministry of Transportation and Deutsche Bahn and for our Green Air heating, ventilation, and air conditioning (HVAC) solution.
This was Wabtec’s third year in a row receiving the Thoroughbred Sustainability Partner Award from Norfolk Southern. Wabtec is also implementing energy-reducing technologies for the passenger transit sector. In recent years, we have also introduced a number of significant new products, including PTC equipment that encompasses onboard digital data and global positioning communication protocols.
Our strategy helps us capitalize on market opportunities and reduce safety and environmental risks, while creating value for our customers, employees and other stakeholders. Wabtec utilizes three Strategic Sustainability Principles to execute our sustainability strategy: • Innovating with Purpose. We are committed to developing responsible and sustainable products that minimize the impact on the planet. • Driving Responsible Operations.
Wabtec focuses on three Sustainability Principles to execute our sustainability strategy: • Innovating with Purpose. We are committed to developing responsible and sustainable products. • Driving Responsible Operations. We are committed to providing safe work environments and products that enable productive and efficient use of resources. • Empowering People and Communities.
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During 2023, Wabtec also expanded the Digital Intelligence portfolio with entry into the railcar telematics market. For additional information on our business segments, see Note 19 of “Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report.
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Wabtec intends to continue to pursue strategic acquisitions that position the company for accelerated, profitable growth and strengthen our businesses with enhanced product offerings that increase customer productivity, reliability, and safety. Industry Overview and Opportunity The Company primarily serves the global freight rail and passenger transit industries.
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We publish periodic sustainability and sustainability-related reports, where we present ESG information, including policies, goals, activities, and qualitative and quantitative data on our progress. Compensation and Benefits We remain committed to a strong pay-for performance philosophy that aligns individual performance, behaviors and business results with individual rewards.
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The Company's focus has been on bolt-on and near-in adjacencies, evidenced by our acquisitions completed and announced in 2025, including Evident's Inspection Technologies division ("Inspection Technologies") and Frauscher Sensor Technology Group ("Frauscher"). 3 Business Segments and Products We provide our products and services through two principal business segments, the Freight Segment and the Transit Segment, both of which have different market characteristics and business drivers.
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Negotiations with the UE officially began on April 27, 2023 and an agreement between the Company and the UE was not reached before the contract expired. On June 22, 2023, the UE voted against ratification of the Company's proposed agreement and authorized a strike.
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For these and other reasons, completion of the Company’s backlog may be delayed or canceled, and reported backlog should not be viewed as a guarantee of future revenue.
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The Company and the UE subsequently reached an agreement that was ratified by the UE on August 31, 2023, ending the labor strike. The Company continuously monitors its labor activity.
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Sameer Gaur was named President, Freight Services effective January 2026. Previously, Mr. Gaur was the Group President of Transit Services at Wabtec since January 2001.
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Quarterly results can also be affected by the timing of projects in backlog and by project delays.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWe purchase energy, steel, aluminum, copper, rubber and rubber-based materials, chemicals, polymers and other key manufacturing inputs from outside sources, and traditionally have not had long-term pricing contracts with our pure raw material suppliers. The costs of these raw materials have been volatile historically and are influenced by factors that are outside our control, including inflationary pressure.
Biggest changeWe may be exposed to raw material shortages, supply shortages, fluctuations in raw material, energy and commodity prices, and inflationary pressure. We purchase energy, steel, aluminum, copper, rubber and rubber-based materials, chemicals, polymers and other key manufacturing inputs from outside sources, and traditionally have not had long-term pricing contracts with our pure raw material suppliers.
Such an event could result in 20 decreased revenues and increased capital, insurance or operating costs, including the increased costs of security to protect the Company’s infrastructure, among other results. Insurance maintained by the Company to protect against loss of business and other related consequences resulting from cyber incidents may not be sufficient to cover all damages.
Such an event could result in decreased revenues and increased capital, insurance or operating costs, including the increased costs of security to protect the Company’s infrastructure, among other results. Insurance maintained by the Company to protect against loss of business and other related consequences resulting from cyber incidents may not be sufficient to cover all damages.
All terms are as defined in the Credit Agreements. 21 The indentures under which our 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.
All terms are as defined in the credit agreements. The indentures under which our 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.
For example, although the 14 economic slowdown caused by the COVID-19 pandemic did not result in any material cancellations of the Company's backlog, it did impact the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines.
For example, although the economic slowdown caused by the COVID-19 pandemic did not result in any material cancellations of the Company's backlog, it did impact the timing of some orders in backlog as, in certain cases, the delivery of goods and services were pushed out from their original timelines.
The possibility exists for these types of warranty claims to result in costly product recalls, significant repair costs and damage to our reputation. 19 Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
The possibility exists for these types of warranty claims to result in costly product recalls, significant repair costs and damage to our reputation. Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
As a result of our dependence on our key customers, we could experience a material adverse effect on our business, results of operations and financial condition if we lost any one or more of our key customers or if there is a reduction in their demand for our products. 13 Our business operates in a highly competitive industry.
As a result of our dependence on our key customers, we could experience a material adverse effect on our business, results of operations and financial condition if we lost any one or more of our key customers or if there is a reduction in their demand for our products. Our business operates in a highly competitive industry.
In addition, advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments. Our revenues are subject to cyclical variations in the railway and passenger transit markets and changes in government spending.
In addition, advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments. 13 Our revenues are subject to cyclical variations in the railway and passenger transit markets and changes in government spending.
We are subject to a variety of environmental laws and regulations. We are subject to a variety of increasingly stringent environmental laws and regulations governing air emissions, discharges into water, chemical substances in products, the use, handling, storage, and disposal of hazardous substances or waste materials, as well as the remediation of contamination associated with releases of hazardous substances.
We are subject to a variety of environmental laws and regulations. We are subject to a variety of stringent environmental laws and regulations governing air emissions, discharges into water, chemical substances in products, the use, handling, storage, and disposal of hazardous substances or waste materials, as well as the remediation of contamination associated with releases of hazardous substances.
As a result, we are subject to various risks, any one of which could have a material adverse effect on those operations and on our business as a whole, including: • lack of complete operating control; • lack of local business experience; • currency exchange fluctuations and devaluations; • restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate income or capital; • the complexities of operating within multiple tax jurisdictions; • foreign trade restrictions and exchange controls; • adverse impacts of international trade policies, such as import quotas, capital controls or tariffs; • difficulty enforcing agreements and intellectual property rights; • the challenges of complying with complex and changing laws, regulations, and policies of foreign governments; • the difficulties involved in staffing and managing widespread operations; • the potential for nationalization of enterprises; • economic, political and social instability; • potential reputational harm associated with doing business in certain countries; • possible local catastrophes, such as natural disasters and epidemics; and • possible terrorist attacks, conflicts and wars, including actions targeting American interests.
As a result, we are subject to various risks, any one of which could have a material adverse effect on those operations and on our business as a whole, including: • lack of complete operating control; • lack of local business experience; • currency exchange fluctuations and devaluations; • restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate income or capital; • the complexities of operating within multiple tax jurisdictions and potentially material impacts associated with changes in applicable tax laws; • foreign trade restrictions and exchange controls; • adverse impacts of international trade policies, such as import quotas, capital controls or tariffs; • difficulty enforcing agreements and intellectual property rights; • the challenges of complying with complex and changing laws, regulations, and policies of foreign governments; • the difficulties involved in staffing and managing widespread operations; • the potential for nationalization of enterprises; • economic, political and social instability; • potential reputational harm associated with doing business in certain countries; • possible local catastrophes, such as natural disasters and epidemics; and • possible terrorist attacks, conflicts and wars, including actions targeting American interests.
The potential challenges posed by evolving climate change policy and prospective regulation are heavily dependent on the nature and degree of such legislation, the consistency (or lack of consistency) of legislation across jurisdictions in which we operate, and the extent to which such regulation and legislation applies to our industry.
The potential challenges posed by evolving climate change policy and prospective regulation are heavily dependent on the 18 nature and degree of such legislation, the consistency (or lack of consistency) of legislation across jurisdictions in which we operate, and the extent to which such regulation and legislation applies to our industry.
We have incurred, and will continue to incur, both operating and capital costs to comply with environmental laws and regulations, 18 including costs associated with the clean-up and investigation of some of our current and former properties and offsite disposal locations.
We have incurred, and will continue to incur, both operating and capital costs to comply with environmental laws and regulations, including costs associated with the clean-up and investigation of some of our current and former properties and offsite disposal locations.
A protectionist trade environment in either the United States or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other trade policies, may adversely affect our business.
A protectionist trade environment in either the United States or those foreign countries in which we do 17 business, such as a change in the current tariff structures, export compliance or other trade policies, may adversely affect our business.
We are subject to currency exchange rate 16 risk to the extent that our costs may be denominated in currencies other than those in which we earn and report revenues and vice versa.
We are subject to currency exchange rate risk to the extent that our costs may be denominated in currencies other than those in which we earn and report revenues and vice versa.
However, a successful exploitation of our own or our vendors’ information technology infrastructure could result in service interruptions, safety hazards, misappropriation of confidential information, process failures, security breaches or other operational difficulties.
However, a successful exploitation of our own, our vendors’ or our customers' information technology infrastructure could result in service interruptions, safety hazards, misappropriation of confidential information, process failures, security breaches or other operational difficulties.
Our global headquarters for the Transit group is located in France, and we conduct other international operations through a variety of wholly and majority-owned subsidiaries and joint ventures, including in Australia, Austria, Brazil, Canada, China, Czech Republic, France, Germany, India, Italy, Kazakhstan/Commonwealth of Independent States ("CIS"), the Republic of North Macedonia, Mexico, the Netherlands, Poland, Spain, South Africa, Turkey, and the United Kingdom.
Our global headquarters for the Transit group is located in France, and we conduct other international operations through a variety of wholly and majority-owned subsidiaries and joint ventures, including in Australia, Austria, Brazil, Canada, China, Czech Republic, France, Germany, India, Italy, Kazakhstan/Commonwealth of Independent States ("CIS"), the Republic of North Macedonia, Mexico, the Netherlands, Poland, Spain, South Africa, Guinea, Turkey, Japan, and the United Kingdom.
In addition, we are required to maintain (i) an Interest Coverage Ratio of at least 3.00 to 1.00, calculated using an earning metric as defined in the agreement compared to Interest Expense for the four quarters then ended and (ii) a Leverage Ratio, calculated by 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, of 3.5 or less.
In addition, we are required to maintain (i) an Interest Coverage Ratio of at least 3.00 to 1.00, calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended and (ii) a Leverage Ratio, calculated by net debt (total debt, net of up to $500 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended, of 3.5 or less.
Although we believe that our recent acquisitions will improve our market position and realize positive operating results, including operating synergies, operating expense reductions and overhead cost savings, we cannot be assured that these 15 improvements will be obtained or the timing of such improvements.
Although we believe that our recent acquisitions will improve our market position and realize positive operating results, including operating synergies, operating expense reductions and overhead cost savings, we cannot be assured that these improvements will be obtained or guarantee the timing of such improvements.
The management and acquisition of businesses involves substantial risks, any of which may result in a material adverse effect on our business and results of operations, including: • the uncertainty that an acquired business will achieve anticipated operating results; • significant expenses to integrate; • diversion of management’s attention from business operations to integration matters; • departure of key personnel from the acquired business; • effectively managing entrepreneurial spirit and decision-making; • integration of different information systems; • unanticipated costs and exposure to unforeseen liabilities; and • impairment of assets.
The management and acquisition of businesses involves substantial risks, any of which may result in a material adverse effect on our business and results of operations, including: • the uncertainty that an acquired business will achieve anticipated operating results; • significant expenses to integrate; • diversion of management’s attention from business operations to integration matters; • reliance on transition services agreements; • departure of key personnel from the acquired business; • effectively managing entrepreneurial spirit and decision-making; • integration of different information systems; • unanticipated costs and exposure to unforeseen liabilities; and • impairment of assets.
Our Credit Agreements subject us to customary (i) affirmative covenants, including requirements with respect to certain reporting obligations on us and our subsidiaries, and (ii) negative covenants, including limitations on: indebtedness; liens; restricted payments; fundamental changes (including certain changes in control); business activities; transactions with affiliates; restrictive agreements; changes in fiscal year; and use of proceeds.
Our credit agreement subjects us to customary (i) affirmative covenants, including requirements with respect to certain reporting obligations on us and our subsidiaries, and (ii) negative covenants, including limitations on: indebtedness; liens; restricted payments; fundamental changes (including certain changes in control); business activities; transactions with affiliates; restrictive agreements; changes in fiscal year; and use of proceeds.
RISKS RELATED TO INTERNATIONAL OPERATIONS A significant portion of our sales may be derived from our international operations, which exposes us to certain risks inherent in doing business on an international level. For the fiscal year ended December 31, 2024, approximately 53% of our consolidated net sales were to customers outside of the United States.
RISKS RELATED TO INTERNATIONAL OPERATIONS A significant portion of our sales may be derived from our international operations, which exposes us to certain risks inherent in doing business on an international level. For the fiscal year ended December 31, 2025, approximately half of our consolidated net sales were to customers outside of the United States.
We have substantial operations located in emerging markets, and are subject to regulatory, economic, social and political uncertainties in such markets. We have substantial operations located in emerging markets, such as Brazil, India, and Kazakhstan. Operations in such emerging markets are inherently risky due to a number of regulatory, economic, social and political uncertainties.
We have substantial operations located in emerging markets, and are subject to regulatory, economic, social and political uncertainties in such markets. We have substantial operations located in emerging markets, such as Brazil, India, and Kazakhstan.
In addition, the indentures require that we offer to repurchase our outstanding Senior Notes upon the occurrence of certain change of control triggering events. Item 1B. UNRESOLVED STAFF COMMENTS None.
In addition, the indentures require that we offer to repurchase our outstanding Senior Notes upon the occurrence of certain change of control triggering events.
At December 31, 2024, we had total debt of $4.0 billion, primarily related to Senior Notes, and the 2022 and 2024 Credit Agreements ("Credit Agreements"). Being indebted could have important consequences to us.
At December 31, 2025, we had total debt of $5.5 billion, primarily related to Senior Notes and credit agreements. Being indebted could have important consequences to us.
To the extent that these factors result in continued instability of capital markets, shortages of raw materials or component parts, longer sales cycles, deferral or delay of customer orders or an inability to market our products effectively, our business and results of operations could be materially adversely affected. 17 We may be exposed to raw material shortages, supply shortages, fluctuations in raw material, energy and commodity prices, and inflationary pressure.
To the extent that these factors result in continued instability of capital markets, shortages of raw materials or component parts, longer sales cycles, deferral or delay of customer orders or an inability to market our products effectively, our business and results of operations could be materially adversely affected.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition, and stock price.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition, and stock price. 19 RISKS RELATED TO DATA SECURITY AND INTELLECTUAL PROPERTY If we are not able to protect our intellectual property and other proprietary rights, we may be adversely affected.
Accordingly, our business may be adversely impacted by disruptions to our own or third-party information technology infrastructure, which could result from cybersecurity incidents, including, but not limited to, unauthorized access to the Company’s information technology systems, data access or acquisition, and/or encryption of the Company’s environment. For instance, we have experienced cyber-security incidents that have impacted the Company's network.
We also provide technological products integral to train operation. Accordingly, our business may be adversely impacted by disruptions to our own or third-party information technology infrastructure, which could result from cybersecurity incidents, including, but not limited to, unauthorized access to the Company’s information technology systems, data access or acquisition, and/or encryption of the Company’s environment.
Significant changes in economic and regulatory policy in emerging countries as well as social or political uncertainties could significantly harm business and economic conditions in these markets generally and could disproportionately impact the rail industry, which could adversely affect our business and prospects in these markets.
Significant changes in economic and regulatory policy in emerging countries, as well as social or political uncertainties, could significantly harm business and economic conditions in these markets generally and could disproportionately impact the rail industry, which could adversely affect our business and prospects in these markets. 16 In addition, physical and financial infrastructure may be less developed in some emerging countries than that of many developed nations.
Any failure by us to quickly adapt to and adopt new innovations in products and processes desired by our customers may result in a significant loss of demand for our product and service offerings.
The advancement of artificial intelligence technologies may significantly accelerate the pace and broaden the scope of technological innovation impacting the industry. Any failure by us to quickly adapt to and adopt new innovations in products and processes desired by our customers may result in a significant loss of demand for our product and service offerings.
We intend to pursue acquisitions, joint ventures and alliances that involve a number of inherent risks, any of which may cause us not to realize anticipated benefits. One aspect of our business strategy is to selectively pursue acquisitions, joint ventures and alliances that we believe will improve our market position and provide opportunities to realize operating synergies.
One aspect of our business strategy is to selectively pursue acquisitions, joint ventures and alliances that we believe will improve our market position and provide opportunities to realize operating synergies.
Moreover, our Credit Agreements and the indentures governing our Senior Notes permit us to incur substantial additional indebtedness, which may further contribute to, or exacerbate the impact of, the foregoing impacts. The indentures for our outstanding Senior Notes and our 2022 and 2024 Credit Agreements contain various covenants that limit our management’s discretion in the operation of our businesses.
Moreover, our credit agreements and the indentures governing our Senior Notes permit us to incur substantial additional indebtedness, which may further contribute to, or exacerbate the impact of, the foregoing impacts.
Owners of intellectual property that we need to conduct our business as it evolves may be unwilling to license such intellectual property rights to us on terms we consider reasonable. Third party intellectual property owners may assert infringement claims against us based on their intellectual property portfolios.
In addition, we operate in industries in which there are many third-party owners of intellectual property rights. Owners of intellectual property that we need to conduct our business as it evolves may be unwilling to license such intellectual property rights to us on terms we consider reasonable.
Additionally, market factors, such as broad-based inflation, escalation of commodities costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations may exacerbate the impacts of such disruptions.
Additionally, in an environment of heightened global geopolitical uncertainty, market factors, such as broad-based inflation, escalation of commodities costs, transportation and logistics costs, tariffs, labor costs, and volatility in foreign currency exchange rates may exacerbate the impacts of supply chain disruptions.
Any future public health crises, epidemics, pandemics or similar events could result in disruptions to our operations, including higher rates of employee absenteeism and supply chain disruptions, decreased demand for our products, volatility in financial markets, and overall deterioration of national and global economic conditions.
Any future public health crises, epidemics, pandemics or similar events could result in disruptions to our operations, including higher rates of employee absenteeism and supply chain disruptions, decreased demand for our products, volatility in financial markets, and overall deterioration of national and global economic conditions. 15 Given the tremendous uncertainties and variables associated with public health crises, we cannot predict the impact of such events, but any one could have a material adverse impact on our business, financial position, results of operations and/or cash flows.
Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages and may be challenged by third parties. The laws of countries other than the United States may be even less protective of intellectual property rights.
However, filing, prosecuting and defending patents on our products in all countries and jurisdictions throughout the world would be prohibitively expensive. Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property rights offer only limited protection, may not provide us with any competitive advantages and may be challenged by third parties.
We rely primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights. However, filing, prosecuting and defending patents on our products in all countries and jurisdictions throughout the world would be prohibitively expensive.
Our success can be impacted by our ability to protect our intellectual property and other proprietary rights. We rely primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual property and other proprietary rights.
Such disruptions could interrupt our business operations and significantly harm our results of operations, financial condition and cash flows. Regional and international conflicts may adversely affect our business and results of operations.
Any disruptions with respect to banking and financial infrastructure, communication systems or any public facility, including transportation infrastructure, could disrupt our normal business activity. Such disruptions could interrupt our business operations and significantly harm our results of operations, financial condition and cash flows. Regional and international conflicts may adversely affect our business and results of operations.
Failure to reach an agreement could result in strikes or other labor protests which could disrupt our operations. Furthermore, non-union employees in certain countries have the right to strike. If we were to experience a strike or work stoppage, it could be difficult for us to find a sufficient number of employees with the necessary skills to replace these employees.
Failure to reach an agreement could result in strikes or other labor protests which could disrupt our operations. Furthermore, non-union employees in certain countries have the right to strike.
In addition, disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and results of operations.
In addition, disputes with significant suppliers, including disputes regarding pricing or performance, could adversely affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial condition, and results of operations. 14 We intend to pursue acquisitions, joint ventures and alliances that involve a number of inherent risks, any of which may cause us not to realize anticipated benefits.
We rely extensively on the security, stability, and availability of technology systems in our business. We also collect, process, and retain sensitive and confidential customer information, including proprietary business information, personal data and other information that may be subject to privacy and security laws, regulations and/or customer-imposed data protection controls.
We also collect, process, and retain sensitive and confidential customer information, including proprietary business information, personal data and other information that may be subject to privacy and security laws, regulations and/or customer-imposed data protection controls. Our business may be adversely impacted by unintentional technology disruptions, including those resulting from programming errors, employee operational errors, software defects, and product vulnerabilities.
Counterfeit components of low quality may negatively impact our brand value. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, counterfeiting or misappropriating our intellectual property or otherwise gaining access to our technology.
Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon, counterfeiting or misappropriating our intellectual property or otherwise gaining access to our technology. If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations and financial condition could be negatively impacted.
As a result, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology. Further, although we routinely conduct anti-counterfeiting activities in multiple jurisdictions, we have encountered counterfeit reproductions of our products or products that otherwise infringe on our intellectual property rights.
Further, although we routinely conduct anti-counterfeiting activities in multiple jurisdictions, we have encountered counterfeit reproductions of our products or products that otherwise infringe on our intellectual property rights. Counterfeit components of low quality may negatively impact our brand value.
If we are sued for intellectual property infringement, we may incur significant expenses investigating and defending such claims, even if we prevail. We face cyber-security and data protection risks relating to cyber-attacks and information technology failures that could cause loss of confidential information and other business disruptions.
We face cyber-security and data protection risks relating to cyber-attacks and information technology failures that could cause loss of confidential information and other business disruptions. We rely extensively on the security, stability, and availability of technology systems in our business.
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Given the tremendous uncertainties and variables associated with public health crises, we cannot predict the impact of such events, but any one could have a material adverse impact on our business, financial position, results of operations and/or cash flows.
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As a result of our acquisitions from time to time, we have goodwill recorded on our balance sheet. Goodwill is tested for impairment annually or more often if events or changes in circumstances indicate a potential impairment may exist.
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In addition, physical and financial infrastructure may be less developed in some emerging countries than that of many developed nations. Any disruptions with respect to banking and financial infrastructure, communication systems or any public facility, including transportation infrastructure, could disrupt our normal business activity.
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Factors that could indicate that our goodwill could be impaired include a decline in our stock price and market capitalization, lower than projected operating results and cash flows, and slower growth rates in our industry. If we determine at a future time that impairment exists, it may result in a significant non-cash charge to earnings and lower stockholders' equity.
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RISKS RELATED TO DATA SECURITY AND INTELLECTUAL PROPERTY If we are not able to protect our intellectual property and other proprietary rights, we may be adversely affected. Our success can be impacted by our ability to protect our intellectual property and other proprietary rights.
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Further, we regularly implement organization changes and streamlining, such as divestitures and realignments, to support our growth and cost management strategies and to encourage efficiencies.
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If we fail to protect our intellectual property and other proprietary rights, then our business, results of operations and financial condition could be negatively impacted. In addition, we operate in industries in which there are many third-party owners of intellectual property rights.
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If we are unable to successfully manage these and other organizational changes, the ability to complete such activities and realize anticipated benefits and cost savings as well as our results of operations and financial condition could be materially adversely affected.
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Our business may be adversely impacted by unintentional technology disruptions, including those resulting from programming errors, employee operational errors, software defects, and product vulnerabilities. We also provide technological products integral to train operation.
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Operations in such emerging markets are inherently risky due to a number of regulatory, economic, social and political uncertainties, which may be exacerbated in environments of heightened geopolitical uncertainty and volatility.
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The costs of these raw materials have been volatile historically and are influenced by factors that are outside our control, including inflationary pressure.
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The laws of countries other than the United States may be even less protective of intellectual property rights. As a result, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection for this technology.
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Third party intellectual property owners may assert infringement claims against us based on their intellectual property portfolios. If we are sued for intellectual property infringement, we may incur significant expenses investigating and defending such claims, even if we prevail.
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The security and functionality of our information technology systems, and the process of data by these systems, are critical to our business operations.
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If these systems are damaged, intruded upon, attacked, shutdown, or cease to function properly, and we suffer any resulting interruption in our ability to manage and operate our business, or if our products are affected, our results of operations and financial condition could be materially adversely affected. We have experienced cyber-security incidents that have impacted the Company's network.
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If we were to experience a strike or work stoppage, it could be difficult for us to find a 20 sufficient number of employees with the necessary skills to replace these employees.
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The indentures for our outstanding Senior Notes and the agreements governing certain of our credit facilities contains various covenants that limit our management’s discretion in the operation of our businesses.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe incidents did not have a material impact on our business, operations or financial results. Governance The Company and its Board understands the importance of maintaining a secure environment for our products, data and systems that effectively supports our business objectives and customer needs. Cybersecurity risks are overseen by the Audit Committee of the Board.
Biggest changeGovernance The Company and its Board understands the importance of maintaining a secure environment for our products, data and systems that effectively supports our business objectives and customer needs. Cybersecurity risks are overseen by the Risk and Public Policy Committee of the Board.
The Company also conducts ongoing cyber security reviews which includes updates on the Company’s enterprise cybersecurity risk and product cybersecurity risk. Risk is assessed utilizing internal key performance indicators and external evaluations to determine the Company’s cybersecurity score in comparison to its peer group. Wabtec's Board of Directors participates in all enterprise annual security awareness training and phishing campaigns.
The Company also conducts ongoing cyber security reviews which include updates on the Company’s enterprise cybersecurity risk and product cybersecurity risk. Risk is assessed utilizing internal key performance indicators and external evaluations to determine the Company’s cybersecurity score in comparison to its peer group. Wabtec's Board of Directors participates in all enterprise annual security awareness training and phishing campaigns.
The CISO is responsible for navigating cyber risks, data access governance, security governance and global regulatory compliance related to cybersecurity regulations and industry standards. The Company also has a Chief Product Security Officer (“CPSO”) who manages imbedding cybersecurity in the Company’s products and services as they are being developed.
The CISO is responsible for navigating cyber risks, data access governance, security governance and global regulatory compliance related to cybersecurity regulations and industry standards. The Company also has a Chief Product Security Officer (“CPSO”) who manages embedding cybersecurity in the Company’s products and services as they are being developed.
Throughout the year, as appropriate, in addition to regularly scheduled updates, the Audit Committee, CIO, and CISO maintain an ongoing dialogue regarding the Company’s cybersecurity risk and posture. The cybersecurity framework is also supported by Wabtec's broader enterprise risk management process to ensure alignment of the Company’s cybersecurity efforts with the Company’s overall enterprise risk management. 22
Throughout the year, as appropriate, in addition to regularly scheduled updates, the Risk and Public Policy Committee, CIO, and CISO maintain an ongoing dialogue regarding the Company’s cybersecurity risk and posture. The cybersecurity framework is also supported by Wabtec's broader enterprise risk management process to ensure alignment of the Company’s cybersecurity efforts with the Company’s overall enterprise risk management. 22
The Senior Vice-President and Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) provide ongoing and continuing reports to the Audit Committee, which includes information about cyber-risk management, the effectiveness of the Company’s cybersecurity framework, and benchmarking the Company against its industry peers.
The Senior Vice-President and Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) provide periodic reports to the Risk and Public Policy Committee, which includes information about cyber-risk management, the effectiveness of the Company’s cybersecurity framework, and benchmarking the Company against its industry peers.
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The Company has instituted a Cybersecurity Awareness Month program and the Cybersecurity Champion Network for continuous improvement via trainings and continued awareness on emerging cybersecurity risks. During 2022, the Company detected a cyber-security incident which impacted the Company’s network. The Company promptly activated incident response protocols and completed a thorough investigation.
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The Company has instituted a Cybersecurity Awareness Month program and utilizes various methodologies throughout the year for continued awareness on emerging cybersecurity risks. To date, the risks from cybersecurity threats have not had a material impact on our business, operations or financial results.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Primary Use Segment Own/Lease Approximate Square Feet Domestic Erie, PA Manufacturing/Warehouse/Office Freight Own 3,800,000 Fort Worth, TX Manufacturing/Warehouse/Office Freight Own/Lease 1,438,000 Grove City, PA Manufacturing/Warehouse/Service Freight Own 728,000 Salem, VA Manufacturing/Warehouse/Office Freight Own 320,000 Oak Creek, WI Manufacturing/Warehouse/Office Freight Lease 290,000 Indianapolis, IN Distribution Center/Office Freight Own 265,000 Kansas City, MO Manufacturing/Warehouse/Office Freight Lease 200,000 Hibbing, MN Manufacturing/Warehouse/Office Freight Own 157,000 Spartanburg, SC Manufacturing/Warehouse/Office Transit Own/Lease 184,000 Pittsburgh, PA Office Global HQ Lease 84,000 International Astana, Kazakhstan Manufacturing/Warehouse/Office Freight Own/Lease 700,000 Bihar, India Manufacturing/Warehouse/Office Freight Own/Lease 500,000 San Luis Potosi, Mexico Manufacturing/Warehouse/Office Freight/Transit Own/Lease 480,000 Doncaster, UK Manufacturing/Warehouse/Office Transit Own 330,000 Contagem, Brazil Manufacturing/Warehouse/Office Freight Own 310,000 Piossasco, Italy Manufacturing/Warehouse/Office Transit Own 301,000 Tours, France Manufacturing/Warehouse/Office Transit Own/Lease 250,000 Pilsen, Czech Manufacturing/Warehouse/Office Transit Lease 236,000 Shanghai, China Manufacturing/Warehouse/Office Transit Lease 220,000 Bangalore, India Office Corporate Lease 171,000
Biggest changeLocation Primary Use Segment Own/Lease Approximate Square Feet Domestic Erie, PA Manufacturing/Warehouse/Office Freight Own 3,800,000 Fort Worth, TX Manufacturing/Warehouse/Office Freight Own/Lease 1,438,000 Grove City, PA Manufacturing/Warehouse/Service Freight Own 728,000 Salem, VA Manufacturing/Warehouse/Office Freight Own 320,000 Oak Creek, WI Manufacturing/Warehouse/Office Freight Lease 290,000 Indianapolis, IN Distribution Center/Office Freight Own 265,000 Kansas City, MO Manufacturing/Warehouse/Office Freight Lease 200,000 Hibbing, MN Manufacturing/Warehouse/Office Freight Own 157,000 Spartanburg, SC Manufacturing/Warehouse/Office Transit Own/Lease 184,000 Pittsburgh, PA Office Global HQ Lease 84,000 International Astana, Kazakhstan Manufacturing/Warehouse/Office Freight Own/Lease 700,000 Marhowrah, India Manufacturing/Warehouse/Office Freight Own/Lease 500,000 Barton, UK Manufacturing/Warehouse/Office Transit Lease 500,000 San Luis Potosi, Mexico Manufacturing/Warehouse/Office Freight/Transit Own/Lease 480,000 Contagem, Brazil Manufacturing/Warehouse/Office Freight Own 310,000 Piossasco, Italy Manufacturing/Warehouse/Office Transit Own 301,000 Tours, France Manufacturing/Warehouse/Office Transit Own/Lease 250,000 Pilsen, Czech Manufacturing/Warehouse/Office Transit Lease 236,000 Shanghai, China Manufacturing/Warehouse/Office Transit Lease 220,000 Bangalore, India Office Corporate Lease 210,000 Quebec City, Canada Manufacturing/Warehouse/Office Freight Own 160,000
Item 2. PROPERTIES Facilities The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, 2024. The Company believes that its facilities and equipment are generally in good condition and that, together with scheduled capital improvements, they are adequate for its present and immediately projected needs.
Item 2. PROPERTIES Facilities The following table provides certain summary information about the principal facilities owned or leased by the Company as of December 31, 2025. The Company believes that its facilities and equipment are generally in good condition and that, together with scheduled capital improvements, they are adequate for its present and immediately projected needs.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeFinancial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 83 Item 9A. Controls and Procedures 83 Item 9B. Other Information 83 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 83 PART III
Biggest changeFinancial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 82 Item 9A. Controls and Procedures 82 Item 9B. Other Information 82 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 82 PART III

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+4 added−3 removed1 unchanged
Biggest changeThe 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.
Biggest changePurchases 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.
The graph below compares the total stockholder return through December 31, 2024, of Wabtec’s common stock to (i) the S&P 500, (ii) the S&P 500 Industrials and, (iii) our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, CSX, Dover, Eaton Corporation, Emerson Electric, Illinois Tool Works, Ingersoll Rand Inc., Jacobs Solutions Inc., Norfolk Southern Corporation, Oshkosh Corporation, Parker-Hannifin Corporation, Rockwell Automation Inc., Snap-on Incorporated, Stanley Black & Decker Inc., Textron, Inc., The Timken Company, The TransDigm Group, and Xylem.
The graph below compares the total stockholder return through December 31, 2025, of Wabtec’s common stock to (i) the S&P 500, (ii) the S&P 500 Industrials and, (iii) our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, CSX, Dover, Eaton Corporation, Emerson Electric, Illinois Tool Works, Ingersoll Rand Inc., Jacobs Solutions Inc., Norfolk Southern Corporation, Oshkosh Corporation, Parker-Hannifin Corporation, Rockwell Automation Inc., Snap-on Incorporated, Stanley Black & Decker Inc., Textron, Inc., The Timken Company, The TransDigm Group, and Xylem.
The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of Directors, currently at a rate of approximately $171 million annually. The declaration and payment of future dividends are at the discretion of the Board of Directors.
The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of Directors, currently at a rate of approximately $212 million annually. The declaration and payment of future dividends are at the discretion of the Board of Directors.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February 7, 2025, there were 170,848,147 shares of Common Stock outstanding held by approximately 90,831 holders of record.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of February 9, 2026, there were 170,517,190 shares of Common Stock outstanding held by approximately 85,056 holders of record.
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For 2024, changes to the Peer Group were made for better industry alignment and financial comparability considerations. 24 Issuer Purchases of Common Stock Month Total Number of Shares Purchased Average Price Paid per Share Total 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) In millions October 2024 — $ — — $ 123 November 2024 — $ — — $ 123 December 2024 609,972 $ 201.64 609,972 $ 1,000 Total quarter ended December 31, 2024 609,972 $ 201.64 609,972 $ 1,000 (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.
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This graph assumes that the investment in the Company’s common stock, peer group and each index was $100 on December 31, 2020 and that all dividends were reinvested.
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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.
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The following table summarizes stock performance graph data points in dollars: December 31, 2020 2021 2022 2023 2024 2025 Westinghouse Air Brake Technologies $ 100.00 $ 126.53 $ 137.97 $ 176.52 $ 264.98 $ 299.81 S&P 500 Industrials (Sector) (TR) $ 100.00 $ 121.12 $ 114.48 $ 135.24 $ 158.87 $ 189.72 S&P 500 Index - Total Return $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Peer Group $ 100.00 $ 125.76 $ 111.17 $ 139.12 $ 159.98 $ 178.86 24 Issuer Purchases of Common Stock Month Total Number of Shares Purchased Average Price Paid per Share Total 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) In millions October 2025 76,137 $ 197.01 76,137 $ 837 November 2025 295,761 $ 202.87 295,761 $ 777 December 2025 — $ — — $ 777 Total quarter ended December 31, 2025 371,898 $ 201.67 371,898 $ 777 (1) As of December 31, 2025, approximately $777 million was remaining under the Company's stock repurchase plan.
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As of December 31, 2024, approximately $1.0 billion was remaining under the stock repurchase plan.
Added
On February 6, 2026, the Board of Directors reauthorized the stock repurchase program and refreshed the amount available for stock repurchases to $1.2 billion of the Company’s outstanding shares. This new stock repurchase authorization supersedes the previous authorization of $1.0 billion, of which approximately $760 million remained at the reauthorization date.
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No time limit was set for the completion of the program, which conforms to the requirements under the agreements governing the Company's credit facilities 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

65 edited+30 added−35 removed60 unchanged
Biggest changeFreight SG&A expenses for the years ended December 31, 2024 and 2023 included $3 million and $5 million, respectively, of restructuring costs related to Integration 2.0 in 2023 and Portfolio Optimization in 2024. 32 Transit Segment The following table shows our Consolidated Statements of Operations for our Transit Segment for the periods indicated: For the year ended December 31, In millions 2024 2023 Change % Change Net sales $ 2,919 $ 2,754 $ 165 6.0 % Cost of sales (2,076) (1,991) 85 4.3 % Cost of sales (% of Net sales) 71.1 % 72.3 % (1.2) Gross profit 843 763 80 10.5 % Operating expenses (505) (468) 37 7.9 % Income from operations ($) $ 338 $ 295 $ 43 14.6 % Income from operations (% of Net sales) 11.6 % 10.7 % 0.9 The following table shows the major components of the change in Net sales for the Transit Segment in 2024 from 2023: In millions 2023 Net sales $ 2,754 Acquisitions 3 Foreign Exchange (1) Changes in Net sales by Product Line: Original Equipment Manufacturing 42 Aftermarket 121 2024 Net sales $ 2,919 Net sales Transit Segment organic sales increased $163 million driven by strong Aftermarket and Original Equipment Manufacturing sales.
Biggest changeSG&A expenses also increased due to higher costs to support increased sales volume and higher employee compensation and benefit costs. 31 Transit Segment The following table shows our Consolidated Statements of Operations for our Transit Segment for the periods indicated: For the year ended December 31, In millions 2025 2024 Change % Change Net sales $ 3,131 $ 2,919 $ 212 7.3 % Cost of sales (2,160) (2,076) 84 4.0 % Cost of sales (% of Net sales) 69.0 % 71.1 % (2.1) Gross profit 971 843 128 15.2 % Operating expenses (549) (505) 44 8.7 % Income from operations ($) $ 422 $ 338 $ 84 24.9 % Income from operations (% of Net sales) 13.5 % 11.6 % 1.9 The following table shows the major components of the change in Net sales for the Transit Segment in 2025 from 2024: In millions 2024 Net sales $ 2,919 Acquisitions 27 Portfolio Optimization (Divestitures/Exits) (36) Foreign Exchange 64 Changes in Net sales by Product Line: Original Equipment Manufacturing 74 Aftermarket 83 2025 Net sales $ 3,131 Net sales Transit Segment organic sales increased $157 million driven by strong Aftermarket and Original Equipment Manufacturing sales primarily as a result of increased demand for products and services due to fleet expansion and renewals, increased passenger ridership levels and increased investments in sustainable infrastructure.
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.
Our highly engineered rail and transit 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’s long-term financial goals are to increase revenues through a focused growth strategy, including product innovation and new technologies, global and market expansion, aftermarket products and services, and strategic acquisitions, increase margins through strict attention to cost controls, drive improved efficiencies across the business, drive strong cash flow conversion, and maintain a strong credit profile while minimizing our overall cost of capital.
Wabtec’s long-term financial goals are to increase revenues through a focused growth strategy, including product innovation and new technologies, global and market expansion, aftermarket products and services, and strategic acquisitions, to increase margins through strict attention to cost controls, to drive improved efficiencies across the business, to drive strong cash flow conversion, and to maintain a strong credit profile while minimizing our overall cost of capital.
Financing activities In 2024, cash used for financing activities was $(1,371) million, which included $(64) million from net changes in debt, $(1,097) million of stock repurchases, $(140) million of dividend payments, $(42) million of contingent consideration payments related to the GE Transportation acquisition, $(25) million of payments for income tax withholding on share-based compensation, and $(6) million of distributions to noncontrolling interest.
In 2024, cash used for financing activities was $(1,371) million, which included $(64) million from net changes in debt, $(1,097) million of stock repurchases, $(140) million of dividend payments, $(42) million of contingent consideration payments related to the GE Transportation acquisition, $(25) million of payments for income tax withholding on share-based compensation, and $(6) million of distributions to noncontrolling interest.
The Company compares inventory components to prior year sales history, current backlog and 39 anticipated future requirements. To the extent that inventory parts exceed estimated usage and demand, a reserve is recognized to reduce the carrying value of inventory.
The Company compares inventory components to prior year sales history, current backlog and anticipated future requirements. To the extent that inventory parts exceed estimated usage and demand, a reserve is recognized 39 to reduce the carrying value of inventory.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 and applications.
Additional 34 information with respect to credit facilities and long-term debt is included in Note 9 of "Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report.
Additional information with respect to credit facilities and long-term debt is included in Note 9 of "Notes to Consolidated Financial Statements” included in Part II, Item 8 of this report.
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; • 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; • 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 38 • 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 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 and health crises; Statements in this Form 10-K 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.
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; • 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 sustainability strategy; or • changes in the sustainability topics that have the highest relative priority for Wabtec's external stakeholders; Operating factors • supply disruptions; • technical difficulties; • changes in operating conditions and costs; 38 • 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 Form 10-K 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.
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.
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, including the impact of current tariffs.
In February 2025, Wabtec announced Integration 3.0, a three-year strategic initiative to target incremental run rate synergies estimated to be between $100 million to $125 million by 2028. The scope of the review includes consolidating our footprint via value chain improvement and facility rationalization, reducing headcount, expanding operating capacity in low-cost countries, and streamlining administrative and commercial activities.
In February 2025, Wabtec announced Integration 3.0, a three-year strategic initiative to target incremental run rate synergies currently estimated to be between $115 million to $140 million by 2028. The scope of the review includes consolidating our footprint via value chain improvement and facility rationalization, reducing headcount, expanding operating capacity in low-cost countries, and streamlining administrative and commercial activities.
Critical areas of uncertainty that require judgments, estimates and assumptions include the accounting for allowance for doubtful accounts, inventories, business combinations, goodwill and indefinite-lived intangible assets, warranty reserves, income taxes, and revenue recognition.
Critical areas of uncertainty that require judgments, estimates and assumptions include the accounting for inventories, business combinations, goodwill and indefinite-lived intangible assets, warranty reserves, income taxes, and revenue recognition.
The discussion comparing our results for the year ended December 31, 2023 to the year ended December 31, 2022 is included within Management's Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 14, 2024.
The discussion comparing our results for the year ended December 31, 2024 to the year ended December 31, 2023 is included within Management's Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 12, 2025.
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 December 31, 2024, approximately $9 million of the Company's $715 million cash balance was classified as restricted cash.
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 December 31, 2025, approximately $25 million of the Company's $789 million cash balance was classified as restricted cash.
(5) Shareholder dividends are subject to approval by the Company’s Board of Directors, currently at an annual rate of approximately $171 million beginning in 2025. The above table does not reflect uncertain tax positions of $19 million, the timing of which are uncertain.
(5) Shareholder dividends are subject to approval by the Company’s Board of Directors, currently at an annual rate of approximately $212 million beginning in 2026. The above table does not reflect uncertain tax positions of $29 million, the timing of which are uncertain.
At December 31, 2024, the total value of these bank guarantees and letters of credit were $931 million and expire on various dates through 2034. Amounts include interest payments based on contractual terms and the Company’s current interest rate.
At December 31, 2025, the total value of these bank guarantees and letters of credit were $1,141 million and expire on various dates through 2035. Amounts include interest payments based on contractual terms and the Company’s current interest rate.
The following is a summary of selected cash flow information and other relevant data: For the year ended December 31, In millions 2024 2023 Cash provided by (used for): Operating activities $ 1,834 $ 1,201 Investing activities $ (343) $ (492) Financing activities $ (1,371) $ (633) Operating activities In 2024, cash provided by operating activities was $1,834 million compared to $1,201 million in 2023.
The following is a summary of selected cash flow information and other relevant data: For the year ended December 31, In millions 2025 2024 Cash provided by (used for): Operating activities $ 1,759 $ 1,834 Investing activities $ (2,747) $ (343) Financing activities $ 1,031 $ (1,371) Operating activities In 2025, cash provided by operating activities was $1,759 million compared to $1,834 million in 2024.
Unaudited Issuer and Guarantor In millions Year Ended December 31, 2024 Net sales to non-guarantor subsidiaries $ 46 Purchases from non-guarantor subsidiaries 141 Unaudited Issuer and Guarantor In millions December 31, 2024 Amount due to non-guarantor subsidiaries $ 8,449 Contractual Obligations and Off-Balance Sheet Arrangements The Company is obligated to make future payments under various contracts such as purchase, debt and lease agreements and has certain contingent commitments.
Unaudited Issuer and Parent Company (Guarantor) In millions Year Ended December 31, 2025 Net sales to non-guarantor subsidiaries $ 35 Purchases from non-guarantor subsidiaries $ 122 Unaudited Issuer and Parent Company (Guarantor) In millions December 31, 2025 Amount due to non-guarantor subsidiaries $ 9,097 Contractual Obligations and Off-Balance Sheet Arrangements The Company is obligated to make future payments under various contracts such as purchase, debt and lease agreements and has certain contingent commitments.
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 2024, approximately 53% of the Company’s Net sales came from customers outside the U.S.
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 2025, approximately half of the Company’s Net sales came from customers outside the United States.
Unaudited Parent Company and Guarantor Subsidiaries In millions Year Ended December 31, 2024 Net sales to non-guarantor subsidiaries $ 875 Purchases from non-guarantor subsidiaries $ 1,170 Unaudited Parent Company and Guarantor Subsidiaries In millions December 31, 2024 Amount due to non-guarantor subsidiaries $ 13,697 Summarized Financial Information—Euro Notes The obligations under Wabtec Netherlands’ Euro Notes are fully and unconditionally guaranteed by the Parent Company.
Unaudited Parent Company and Guarantor Subsidiaries In millions Year Ended December 31, 2025 Net sales to non-guarantor subsidiaries $ 939 Purchases from non-guarantor subsidiaries $ 1,224 Unaudited Parent Company and Guarantor Subsidiaries In millions December 31, 2025 Amount due to non-guarantor subsidiaries $ 7,578 Summarized Financial Information—Euro Notes The obligations under Wabtec Netherlands’ Euro Notes are fully and unconditionally guaranteed by the Parent Company.
Each of the acquisitions in 2024 are individually and collectively immaterial. During the fourth quarter of 2023, the Company purchased the remaining ownership shares of LKZ, a locomotive manufacturing and assembly company located in Kazakhstan for $111 million, at which time it became a wholly owned subsidiary of the Company.
During the fourth quarter of 2023, the Company purchased the remaining ownership shares of Locomotiv Kurastyru Zuayty ("LKZ"), a locomotive manufacturing and assembly company located in Kazakhstan for $111 million, at which time it became a wholly owned subsidiary of the Company.
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 following tables present summarized financial information of the Parent Company and the Guarantor Subsidiaries on a combined basis. The combined summarized financial information eliminates (i) intercompany balances and transactions among the Parent Company and Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiaries that is not a Guarantor Subsidiary.
Management believes that the application of these policies on a consistent basis enables the Company to provide the users of the financial statements with useful and reliable information about the Company’s operating results and financial condition. Accounts Receivable and Allowance for Doubtful Accounts: Description The Company provides an allowance for doubtful accounts to cover anticipated losses on uncollectible accounts receivable.
Management believes that the application of these policies on a consistent basis enables the Company to provide the users of the financial statements with useful and reliable information about the Company’s operating results and financial condition.
As of December 31, 2024, the Company held approximately $715 million of cash, cash equivalents, and restricted cash, of which approximately $417 million was held within the United States and approximately $298 million was held outside of the United States, primarily in India, Europe, China and Brazil.
As of December 31, 2025, the Company held approximately $789 million of cash, cash equivalents, and restricted cash, of which approximately $198 million was held within the United States and approximately $591 million was held outside of the United States, primarily in Europe, South Africa, India and China.
Summarized Statement of Income Unaudited Issuer and Guarantor In millions Year Ended December 31, 2024 Net sales $ 577 Gross profit $ 90 Net loss attributable to Wabtec shareholders $ (209) 36 Summarized Balance Sheet Unaudited Issuer and Guarantor In millions December 31, 2024 December 31, 2023 Current assets $ 546 $ 493 Noncurrent assets $ 646 $ 651 Current liabilities $ 1,014 $ 1,272 Long-term debt $ 3,479 $ 3,287 Other non-current liabilities $ 49 $ 84 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.
The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for Wabtec Netherlands, as the issuer of the Euro Notes, and Parent Company guarantor. 36 Summarized Statement of Income Unaudited Issuer and Parent Company (Guarantor) In millions Year Ended December 31, 2025 Net sales $ 603 Gross profit $ 141 Net loss attributable to Wabtec shareholders $ (266) Summarized Balance Sheet Unaudited Issuer and Parent Company (Guarantor) In millions December 31, 2025 December 31, 2024 Current assets $ 508 $ 546 Noncurrent assets $ 656 $ 646 Current liabilities $ 1,822 $ 1,014 Long-term debt $ 4,286 $ 3,479 Other non-current liabilities $ 42 $ 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.
For 27 additional information related to these acquisitions refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part II, Item 8 of this report.
For additional information related to these acquisitions refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part II, Item 8 of this report. 27 RESULTS OF OPERATIONS Consolidated Results 2025 COMPARED TO 2024 The following table shows our Consolidated Statements of Operations for the years indicated.
During 2024, Wabtec also used $(207) million for additions to property, plant and equipment for investments in our facilities and manufacturing processes, received $19 million of net proceeds from dispositions of businesses, and received $13 million of proceeds from disposals of property, plant, and equipment.
During 2024, Wabtec made four strategic acquisitions for net cash of $(168) million. During 2024, Wabtec also used $(207) million for additions to property, plant and equipment, received $19 million of net proceeds from dispositions of businesses, and received $13 million of proceeds from disposals of property, plant and equipment.
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. 35 Summarized Statement of Income Unaudited Parent Company and Guarantor Subsidiaries In millions Year Ended December 31, 2024 Net sales $ 5,948 Gross profit $ 2,399 Net income attributable to Wabtec shareholders $ 788 Summarized Balance Sheet Unaudited Parent Company and Guarantor Subsidiaries In millions December 31, 2024 December 31, 2023 Current assets $ 1,604 $ 1,513 Noncurrent assets $ 2,049 $ 2,196 Current liabilities $ 2,242 $ 2,443 Long-term debt $ 2,962 $ 2,739 Other non-current liabilities $ 697 $ 662 The following is a description of the transactions between the combined Parent Company and guarantor subsidiaries with 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 Parent Company, as the issuer of the US Notes, and Guarantor Subsidiaries. 35 Summarized Statement of Income Unaudited Parent Company and Guarantor Subsidiaries In millions Year Ended December 31, 2025 Net sales $ 6,237 Gross profit $ 1,048 Net loss attributable to Wabtec shareholders $ (42) Summarized Balance Sheet Unaudited Parent Company and Guarantor Subsidiaries In millions December 31, 2025 December 31, 2024 Current assets $ 1,434 $ 1,624 Noncurrent assets $ 3,311 $ 3,500 Current liabilities $ 3,236 $ 2,278 Long-term debt $ 3,701 $ 2,962 Other non-current liabilities $ 605 $ 738 The following is a description of the transactions between the combined Parent Company and guarantor subsidiaries with non-guarantor subsidiaries.
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 (the "2034 Notes").
Proceeds from the 2035 Notes were utilized as part of funding for the Inspection Technologies acquisition. During the first quarter of 2024, the Company entered into the 2024 Credit Agreement for a term loan of $225 million and issued $500 million of Senior Notes due in 2034 (the "2034 Notes").
Cost of sales Transit Segment Cost of sales increased by $85 million primarily from higher sales volume, and Cost of sales as a percentage of Net sales decreased by 1.2 percentage points.
Sales from acquisitions contributed $27 million, and favorable changes in foreign exchange rates increased sales by $64 million. Cost of sales Transit Segment Cost of sales increased by $84 million primarily from higher sales volume, and Cost of sales as a percentage of Net sales decreased by 2.1 percentage points.
The Company does not expect material contributions to pension plan investments in 2025. 37 (4) Interest payments on the Senior Notes and the amounts borrowed under the 2024 and 2022 Credit Agreements as of December 31, 2024 are based on interest rates in effect as of December 31, 2024 and are calculated on debt with maturities that extend to 2034.
(4) Interest payments on the Senior Notes and the amounts borrowed under the 2025 Term Credit Agreement and 2025 Credit Agreement as of December 31, 2025 are based on interest rates in effect as of December 31, 2025 and are calculated on debt with maturities that extend to 2035.
Net sales Net sales for the year ended December 31, 2024 increased by $710 million, or 7.3%, to $10.39 billion compared to the same period in 2023. Organic sales increased $662 million which was attributable to both the Freight and Transit Segments. Freight Equipment sales increased from higher North American and international locomotive sales and increased mining sales.
Net sales Net sales for the year ended December 31, 2025 increased by $780 million, or 7.5%, to $11.17 billion compared to the same period in 2024. Organic sales increased $464 million which was attributable to both the Freight and Transit Segments. Freight sales increased primarily due to higher North American locomotive deliveries and higher parts sales.
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.
Proceeds from the 2034 Notes, combined with the 33 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. The Company borrows and repays against the Revolving Credit Facility for added flexibility in liquidity to manage cash during the operating cycle.
See Note 11 of "Notes to Consolidated Financial Statements" included in Part II, Item 8 of this report for additional information. 30 Freight Segment The following table shows our Consolidated Statements of Operations for our Freight Segment for the periods indicated: For the year ended December 31, In millions 2024 2023 Change % Change Net sales: Sales of goods $ 5,524 $ 4,906 $ 618 12.6 % Sales of services 1,944 2,017 (73) (3.6) % Total Net sales 7,468 6,923 545 7.9 % Cost of sales: Cost of goods (3,848) (3,600) 248 6.9 % Cost of services (1,097) (1,142) (45) (3.9) % Total Cost of sales (4,945) (4,742) 203 4.3 % Cost of sales (% of Net sales) 66.2 % 68.5 % (2.3) Gross profit 2,523 2,181 342 15.7 % Operating expenses (1,101) (1,116) (15) (1.3) % Income from operations ($) $ 1,422 $ 1,065 $ 357 33.5 % Income from operations (% of Net sales) 19.0 % 15.4 % 3.6 The following table shows the major components of the change in Net sales for the Freight Segment in 2024 from 2023: In millions 2023 Net sales $ 6,923 Acquisitions 78 Foreign Exchange (32) Changes in Net sales by Product Line: Services 132 Equipment 328 Components 23 Digital Intelligence 16 2024 Net sales $ 7,468 Net sales Freight Segment organic sales increased by $499 million driven primarily by Equipment sales from higher North American and international locomotive sales and increased mining sales, and Services sales from higher deliveries of locomotive modernizations and engine overhauls and higher parts sales.
See Note 11 of "Notes to Consolidated Financial Statements" included in Part II, Item 8 of this report for additional information. 29 Freight Segment The following table shows our Consolidated Statements of Operations for our Freight Segment for the periods indicated: For the year ended December 31, In millions 2025 2024 Change % Change Net sales: Sales of goods $ 6,137 $ 5,524 $ 613 11.1 % Sales of services 1,899 1,944 (45) (2.3) % Total Net sales 8,036 7,468 568 7.6 % Cost of sales: Cost of goods (4,089) (3,848) 241 6.3 % Cost of services (1,112) (1,097) 15 1.4 % Total Cost of sales (5,201) (4,945) 256 5.2 % Cost of sales (% of Net sales) 64.7 % 66.2 % (1.5) Gross profit 2,835 2,523 312 12.4 % Operating expenses (1,268) (1,101) 167 15.2 % Income from operations ($) $ 1,567 $ 1,422 $ 145 10.2 % Income from operations (% of Net sales) 19.5 % 19.0 % 0.5 The following table shows the major components of the change in Net sales for the Freight Segment in 2025 from 2024: In millions 2024 Net sales $ 7,468 Acquisitions 328 Portfolio Optimization (Divestitures/Exits) (36) Foreign Exchange (31) Changes in Net sales by Product Line: Equipment 279 Services 51 Components (1) Digital Intelligence (22) 2025 Net sales $ 8,036 Net sales Freight Segment organic sales increased by $307 million driven primarily by Equipment sales from higher North American locomotive deliveries and Services sales from higher parts sales.
For the year ended December 31, In millions 2024 2023 Net sales: Sales of goods $ 8,434 $ 7,647 Sales of services 1,953 2,030 Total Net sales 10,387 9,677 Cost of sales: Cost of goods (5,918) (5,581) Cost of services (1,103) (1,152) Total Cost of sales (7,021) (6,733) Gross profit 3,366 2,944 Operating expenses: Selling, general and administrative expenses (1,248) (1,139) Engineering expenses (206) (218) Amortization expense (303) (321) Total Operating expenses (1,757) (1,678) Income from operations 1,609 1,266 Other income and expenses: Interest expense, net (201) (218) Other income, net 2 44 Income before income taxes 1,410 1,092 Income tax expense (343) (267) Net income 1,067 825 Less: Net income attributable to noncontrolling interest (11) (10) Net income attributable to Wabtec shareholders $ 1,056 $ 815 The following table shows the major components of the change in Net sales in 2024 from 2023: In millions Freight Segment Transit Segment Total 2023 Net sales $ 6,923 $ 2,754 $ 9,677 Acquisitions 78 3 81 Foreign Exchange (32) (1) (33) Organic 499 163 662 2024 Net sales $ 7,468 $ 2,919 $ 10,387 The following discussion compares our results for the year ended December 31, 2024 to the year ended December 31, 2023.
For the year ended December 31, In millions 2025 2024 Net sales: Sales of goods $ 9,261 $ 8,434 Sales of services 1,906 1,953 Total Net sales 11,167 10,387 Cost of sales: Cost of goods (6,244) (5,918) Cost of services (1,117) (1,103) Total Cost of sales (7,361) (7,021) Gross profit 3,806 3,366 Operating expenses: Selling, general and administrative expenses (1,490) (1,248) Engineering expenses (223) (206) Amortization expense (300) (303) Total Operating expenses (2,013) (1,757) Income from operations 1,793 1,609 Other income and expenses: Interest expense, net (225) (201) Other income, net 24 2 Income before income taxes 1,592 1,410 Income tax expense (409) (343) Net income 1,183 1,067 Less: Net income attributable to noncontrolling interest (13) (11) Net income attributable to Wabtec shareholders $ 1,170 $ 1,056 The following table shows the major components of the change in Net sales in 2025 from 2024: In millions Freight Segment Transit Segment Total 2024 Net sales $ 7,468 $ 2,919 $ 10,387 Acquisitions 328 27 355 Portfolio Optimization (Divestitures/Exits) (36) (36) (72) Foreign Exchange (31) 64 33 Organic 307 157 464 2025 Net sales $ 8,036 $ 3,131 $ 11,167 The following discussion compares our results for the year ended December 31, 2025 to the year ended December 31, 2024.
In 2023, cash used for financing activities was $(633) million which included $42 million from net changes in debt, $(409) million of stock repurchases, $(123) million of dividend payments, $(112) million of contingent consideration payments related to the GE Transportation acquisition, $(17) million of distributions to noncontrolling interest, and $(16) million of payments for income tax withholding on share-based compensation .
Financing activities In 2025, cash provided by financing activities was $1,031 million, which included $1,484 million from net changes in debt, $(223) million of stock repurchases, $(173) million of dividend payments, $(40) million of payments for income tax withholding on share-based compensation, and $(6) million of distributions to noncontrolling interest.
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 restructuring programs. A portion of our workers are represented by labor unions.
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 restructuring programs. The Company has experienced increased tariff costs which unfavorably impacted our cash from operations for the year ended December 31, 2025.
Interest expense, net Interest expense, net, decreased $17 million to $201 million for the year ended December 31, 2024 over the same period in 2023 primarily due to lower weighted average debt balances throughout the current year, partially offset by higher effective interest rates.
Interest expense, net Interest expense, net, increased $24 million to $225 million for the year ended December 31, 2025 over the same period in 2024, primarily due to higher average overall debt balances in the current period, primarily related to the Inspection Technologies acquisition.
Freight Services sales increased from higher deliveries of locomotive modernizations and engine overhauls and higher parts sales. Transit sales increased primarily as a result of higher demand for Aftermarket and Original Equipment Manufacturing products and services driven by increased investments in sustainable infrastructure, fleet expansion and renewals and increased 29 passenger ridership levels.
Transit sales increased from higher demand for Aftermarket and Original Equipment Manufacturing products and services driven by increased investments in sustainable infrastructure, fleet expansion and renewals and increased passenger ridership levels. Sales 28 from acquisitions contributed $355 million, primarily from Inspection Technologies in the Freight Segment, and favorable changes in foreign exchange increased Net sales by $33 million.
During 2022, the Company made three strategic acquisitions in the Freight Segment for a combined purchase price of $89 million, net of cash acquired. Two of the acquisitions are reported in the Digital Intelligence product line and one is reported in the Services product line. Each of the acquisitions in 2022 are individually and collectively immaterial.
Two of the acquisitions are reported in the Transit Segment, one is reported in the Digital Intelligence product line of the Freight Segment and one is reported in the Components product line of the Freight Segment. Each of the acquisitions in 2024 are individually and collectively immaterial.
Sales from acquisitions contributed $81 million, primarily in the Freight Segment, and unfavorable changes in foreign exchange decreased Net sales by $33 million. Cost of sales Cost of sales for the year ended December 31, 2024 increased by $288 million, or 4.3%, to $7.02 billion compared to the same period in 2023.
Cost of sales Cost of sales for the year ended December 31, 2025 increased by $340 million, or 4.8%, to $7.36 billion compared to the same period in 2024. The increase is primarily due to the increase in Net sales.
Cost of sales for the years ended December 31, 2024 and 2023 included $18 million and $13 million, respectively, of restructuring costs, primarily related to Integration 2.0 and Portfolio Optimization. Operating expenses Freight Segment Operating expenses as a percentage of Net sales were 14.7% and 16.1% for the years ended December 31, 2024 and 2023, respectively.
Cost of sales for the years ended December 31, 2025 and 2024 included $6 million and $18 million, respectively, of costs related to restructuring initiatives. Operating expenses Freight Segment Operating expenses increased by $167 million, and operating expenses as a percentage of sales increased 1.1 percentage points, of which $134 million was related to incremental expense from acquisitions.
Significant changes to the sources and (uses) of cash for the twelve month periods include the following: • $242 million from increased Net income; • $161 million from favorable changes in Accounts receivables driven by $121 million of higher collections on receivables and $40 million of lower remittance for the Revolving Receivables Program; • $128 million from changes in Accounts payable due to timing of payments; • $(59) million from changes in Inventory to support higher sales; • $38 million from changes in employee related benefit payments; and, • approximately $150 million from changes in income tax accounts, including a tax refund in the current year.
Significant changes to the sources and (uses) of cash for the twelve month periods include the following: • $116 million from increased Net income; • $(65) million from changes in inventory due to increased raw material costs, tariffs and in support of higher sales; • $(62) million from changes in employee related benefit payments; and, • $(36) million from changes in accounts payable due to the timing of payments.
Transit Cost of sales for the years ended December 31, 2024 and 2023 included $19 million and $25 million of restructuring costs, respectively, primarily for footprint rationalization and headcount actions in Europe related to Integration 2.0.
The increase in gross margin is primarily attributable to favorable mix within the Transit Segment, increased productivity and the benefits from Integration 2.0 and 3.0 and Portfolio Optimization. Transit Cost of sales for the years ended December 31, 2025 and 2024 included $6 million and $19 million, respectively, of costs related to restructuring initiatives.
During the first quarter of 2024, Company Management determined that certain parts of the business would be better aligned with Management oversight in different product lines. These changes were immaterial to the individual product lines and segments affected, and historical amounts have been reclassified to conform to the current period presentation.
During the first quarter of 2025, 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.
This was partially offset by higher SG&A expenses of 31 $27 million resulting from higher costs to support increased sales volume, higher employee compensation and benefit costs and incremental expense from acquisitions.
Operating expenses Transit Segment Operating expenses increased by $44 million and as a percentage of sales increased 0.2 percentage points. The increase in SG&A expenses was primarily to support higher sales volume and higher employee compensation and benefit costs, partially offset by benefits from Integration 2.0 and 3.0.
On January 14, 2025, Wabtec announced a definitive agreement to acquire Evident’s Inspection Technologies division (Inspection Technologies), formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets, for $1.78 billion.
Inspection Technologies was formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in nondestructive testing, remote visual inspection and analytical instruments solutions for mission critical assets. On December 1, 2025, the Company acquired Frauscher, a global market leader in train detection, wayside object control solutions and axle counting systems, for approximately $792 million.
Investing activities In 2024 and 2023, cash used for investing activities was $(343) million and $(492) million, respectively. During 2024, Wabtec made four strategic acquisitions for net cash of $(168) million.
Investing activities In 2025 and 2024, cash used for investing activities was $(2,747) million and $(343) million, respectively. During 2025, Wabtec acquired Inspection Technologies for net cash of approximately $(1,729) million and Frauscher for net cash of approximately $(765) million.
Revolving Receivables Program The Company utilizes a revolving receivables facility to sell up to $350 million of certain receivables through our bankruptcy-remote subsidiary to a financial institution on a recurring basis in exchange for cash equal to the gross receivables sold.
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 Consolidated Statements of Cash Flows.
The increase is primarily due to the increase in Net sales. Cost of sales as a percentage of Net sales was 67.6% and 69.6% for the years ended December 31, 2024 and 2023, respectively.
Cost of sales as a percentage of Net sales was 65.9% and 67.6% for the years ended December 31, 2025 and 2024, respectively. The improvement in gross margin is attributable to strong productivity and cost management, savings from restructuring initiatives, and the exit of low margin business offerings through Portfolio Optimization.
Operating expenses Total operating expenses increased $79 million, or 4.7%, for the year ended December 31, 2024 compared to the same period in 2023, primarily due to the increase in Net sales. Operating expenses as a percentage of Net sales was 16.9% and 17.3% for the years ended December 31, 2024 and 2023, respectively.
Cost of sales for the years ended December 31, 2025 and 2024 included $12 million and $37 million, respectively, of costs related to restructuring initiatives. Operating expenses Total Operating expenses increased $256 million, or 14.6%, for the year ended December 31, 2025 compared to the same period in 2024.
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.
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. 34 Total Available Liquidity For the year ended December 31, In millions 2025 2024 Cash and cash equivalents $ 764 $ 706 Revolving Credit Facility 2,000 1,500 Revolving Receivables Program 443 350 Total Available Liquidity $ 3,207 $ 2,556 On March 18, 2025, Wabtec announced a definitive agreement to acquire Dellner Couplers, with a purchase price of approximately €890 million.
The table below provides a summary of contractual obligations and off-balance sheet arrangements as of December 31, 2024: In millions Total 2025 2026-27 2028-29 2030+ Operating activities: Purchase obligations (1) $ 119 $ 117 $ 2 $ — $ — Operating leases (2) 345 63 101 67 114 Pension and postretirement benefit payments (3) 214 20 41 44 109 Interest payments (4) 684 156 268 134 126 Financing activities: Long-term debt 3,995 500 1,520 1,475 500 Dividends to shareholders (5) 171 171 — — — Total $ 5,528 $ 1,027 $ 1,932 $ 1,720 $ 849 (1) Purchase obligations represent non-cancelable contractual obligations at December 31, 2024.
The table below provides a summary of contractual obligations and off-balance sheet arrangements as of December 31, 2025: In millions Total 2026 2027-28 2029-30 2031+ Operating activities: Purchase obligations (1) $ 158 $ 150 $ 8 $ — $ — Operating leases (2) 449 77 123 93 156 Pension and postretirement benefit payments (3) 227 21 44 47 115 Interest payments (4) 1,156 248 393 231 284 Financing activities: Long-term debt 5,567 1,250 1,840 1,227 1,250 Dividends to shareholders (5) 212 212 — — — Total $ 7,769 $ 1,958 $ 2,408 $ 1,598 $ 1,805 37 (1) Purchase obligations represent non-cancelable contractual obligations at December 31, 2025.
Other income, net Other income, net, decreased $42 million to $2 million for the year ended December 31, 2024 compared to the same period in 2023, primarily due to lower equity income during 2024 and a gain on equity interest in the prior year.
Other income, net Other income, net, increased $22 million to $24 million for the year ended December 31, 2025 compared to the same period in 2024, primarily due to a $19 million net gain on mark-to-market derivatives in the current period associated with the acquisition of Frauscher and anticipated acquisition of Dellner Couplers and lower foreign exchange losses, partially offset by lower equity income.
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").
The obligations under the US Notes issued by the Parent Company have been fully and unconditionally guaranteed by certain of the Parent Company's U.S. subsidiaries ("Guarantor Subsidiaries"), currently comprising GE Transportation, a Wabtec Company, RFPC Holding Corp., Transportation IP Holdings, LLC, Transportation Systems Services Operations Inc., Wabtec Components LLC, Wabtec Holding LLC, Wabtec Railway Electronics Holdings, LLC, Wabtec Transportation Systems, LLC and Wabtec US Rail, Inc..
Selling, general and administrative expenses ("SG&A") increased $109 million for the year ended December 31, 2024 compared to the same period in 2023. The increase is primarily from costs incurred to support the higher sales volume, higher employee compensation and benefit costs and higher professional fees related to acquisitions, partially offset by the impacts of Integration 2.0.
Selling, general and administrative expenses ("SG&A") increased $242 million for the year ended December 31, 2025 compared to the same period in 2024.
During the twelve months ended December 31, 2024 and 2023, the Company incurred one-time restructuring charges for programs included in the initiative of approximately $28 million and $49 million, respectively, primarily for employee-related costs and asset write downs associated with site consolidations in Europe.
For the years ended December 31, 2025 and 2024, Wabtec incurred $75 million and $65 million, respectively, of restructuring costs primarily for employee-related costs and asset write downs on programs under these initiatives.
Cost of sales for the years ended December 31, 2024 and 2023 included $37 million and $38 million, respectively, of restructuring costs, primarily for headcount actions and footprint rationalization related to Integration 2.0 and Portfolio Optimization.
Transit SG&A expenses for the years ended December 31, 2025 and 2024 included $11 million and $13 million, respectively, of costs related to restructuring initiatives.
Estimates for these programs could change based on the specific programs approved or changes to the scope of the review. Future macroeconomic volatility, supply chain disruptions and labor availability could cause component and raw material shortages resulting in an adverse effect on the timing of the Company’s revenue and cash flows.
Future macroeconomic volatility, changes to tariffs and trade policies, supply chain disruptions, and labor availability, amongst other things, could cause a negative impact on revenue and cost increases resulting in an adverse effect on the Company’s operating results.
Additionally, as a result of Wabtec's strong revenue and profitable growth over the past few years, rating agencies have made the following changes to our credit ratings: both Fitch Ratings and S&P Global Ratings upgraded Wabtec's credit rating from BBB- to BBB with a Stable outlook, and Moody's updated Wabtec's outlook to positive from stable.
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.
Restructuring costs included in SG&A were $18 million for the years ended December 31, 2024 and 2023, primarily for headcount actions and footprint rationalization programs related to Integration 2.0 in both years and Portfolio Optimization in 2024.
SG&A for the year ended December 31, 2024 included $18 million of costs related to restructuring initiatives. Engineering expenses increased $17 million primarily due to incremental expense from acquisitions and increased investments in new technology.
ACQUISITIONS 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.
The acquisition subsequently closed on February 10, 2026. Transaction costs incurred for the year ended December 31, 2025 related to completed and announced acquisitions were approximately $49 million. During 2024, the Company made four strategic acquisitions for a combined purchase price of approximately $168 million, net of cash acquired.
During the third quarter of 2023, the Company borrowed the full $250 million of availability under the Delayed Draw Term Loan and subsequently utilized the proceeds to redeem the outstanding 2023 Notes.
The Term Loan Facility was utilized to refinance (i) $250 million of the outstanding Delayed Draw Term Loan under the 2022 Credit Agreement and (ii) $225 million of the outstanding term loan under the 2024 Credit Agreement.
During the fourth quarter of 2024, the revolving receivables program agreement was amended to allow us to request loans from the financial institution secured by the receivables held in the program, up to the $350 million limit.
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. During the third quarter of 2025, the Company amended the Revolving Receivables Program to increase its availability from $350 million to up to $450 million.
Income taxes The effective income tax rate was 24.3% and 24.5% for the years ended December 31, 2024 and 2023, respectively.
Income taxes The effective income tax rate was 25.7% and 24.3% for the years ended December 31, 2025 and 2024, respectively. The year over year increase in the effective tax rate was primarily driven by changes in jurisdictional mix of earnings and the non-deductible loss generated from the divestiture of a business as part of the Portfolio Optimization initiative.
Transit SG&A expenses for the years ended December 31, 2024 and 2023 included $13 million of restructuring costs primarily for footprint rationalization and headcount actions in Europe related to Integration 2.0. 33 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.
Transit Segment Engineering expenses increased by $11 million due to increased investments in new technology. 32 Liquidity and Capital Resources Liquidity is provided by operating cash flows, borrowings under our credit facilities, and proceeds from the Company's Senior Notes.
Removed
Business Update During 2024, Wabtec continued to execute on our value creation framework by signing several key agreements including: a multi-year Tier 4 locomotive order in North America for over $600 million, a multi-year locomotive order in Kazakhstan for over $400 million, international orders for new locomotives for $401 million across six customers, and multi-year orders for new locomotives in Africa for approximately $525 million.
Added
Business Update During the fourth quarter of 2025, Wabtec signed $2.2 billion in new locomotive orders in North America, which included $1.3 billion for locomotive modernizations and $0.9 billion for new locomotives. Also during the fourth quarter, Digital Intelligence secured $75 million of PTC and KinetiX orders in key international markets.
Removed
Additionally, Wabtec won a long-term parts agreement with a Class I railroad for over $300 million, signed its first multi-year service contract with a customer in Brazil worth over $240 million, won signaling contracts with Transit customers in North America, and secured a long-term parts agreement with a customer in Asia.
Added
In the third quarter of 2025, Wabtec announced an agreement with National Company Kazakhstan Temir Zholy ("KTZ"), the national railway of Kazakhstan, to deliver Evolution Series locomotives and provide long-term service support. The multi-national order, valued by the Company at approximately $4.2 billion, marks the largest locomotive agreement in Wabtec's history.
Removed
Operationally, Wabtec began commercial operations for its Green Friction braking solution in Paris and launched the next generation of railcar movers with its Shuttlewagon Commander NXT.
Added
Wabtec also continued to drive recurring revenue in the global market by winning a new service contract in Kazakhstan worth $299 million earlier in 2025. Additionally in the Freight Segment, the first Simandou locomotives reached Guinea, marking the first exports from the Company's India locomotive facility.
Removed
During the first quarter of 2022, Wabtec announced Integration 2.0, a multi-year strategic initiative to target incremental run rate synergies now estimated to be approximately $100 million by the end of 2026.
Added
We also 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, and signed a $125 million ultra class mining order.
Removed
The scope of the review included consolidating our operating footprint, reducing headcount, streamlining the end-to-end manufacturing process, restructuring the North America distribution channels, expanding operations in low-cost countries and simplifying the business through systems enablement.
Added
During 2025, the Transit Segment signed $140 million in new Transit brake orders, two multi-year transit platform door contracts valued at $85 million and a $47 million order to provide brakes and couplers for servicing a North American customer, among many other orders.
Removed
The Company now expects to incur approximately $170 million of one-time restructuring charges related to Integration 2.0, of which approximately $146 million has been incurred through December 31, 2024. Approved programs resulted in approximately 15 facility closures and impacted approximately 1,000 employees.
Added
Estimates for this program could change based on the specific programs approved or changes to the scope of the review. In addition to Integration 3.0, there are other ongoing restructuring initiatives, including Portfolio Optimization and Integration 2.0, focused on driving operational efficiency and improving 26 profitability while reducing manufacturing complexity.
Removed
In addition to Integration 2.0, Wabtec is focused on exiting various low margin product offerings through Portfolio Optimization to improve profitability while reducing manufacturing complexity. Wabtec now expects to incur approximately $70 million in net exit charges related to Portfolio Optimization, which will be predominately non-cash asset write downs.
Added
Although we did not experience a material impact to our results of operations in 2025 because of mitigation efforts, due to the volatility of trade policies, we are unable to reasonably predict the future impact.
Removed
For the years ended December 31, 2024 and 2023, Wabtec recorded charges of approximately $28 million primarily for asset write 26 downs related to Portfolio Optimization. Total one-time restructuring charges related to Portfolio Optimization to date are approximately $56 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAt December 31, 2023, the Company's outstanding variable rate debt was limited to the amount borrowed under the Delayed Draw Term Loan. Foreign Currency Exchange Rate Risk The Company is exposed to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. dollar.
Biggest changeForeign Currency Exchange Rate Risk The Company is exposed to certain risks associated with changes in foreign currency exchange rates to the extent our operations are conducted in currencies other than the U.S. dollar. To reduce the impact of changes in currency exchange rates, the Company has periodically entered into foreign currency forward contracts.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK All market risk sensitive instruments were entered into for non-trading purposes. Interest Rate Risk In the ordinary course of business, Wabtec is exposed to risks that increases in interest rates may adversely affect funding costs associated with its available variable-rate debt facilities.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK All market risk sensitive instruments were entered into for non-trading purposes. Interest Rate Risk In the ordinary course of business, Wabtec is exposed to risks that increases in interest rates may adversely affect funding costs associated with its available variable-rate debt facilities or new debt issuances.
At December 31, 2024, the Company's interest risk related to variable-rate debt is limited to the amounts borrowed under the 2022 and 2024 Credit Agreements, which was limited to the amounts borrowed under the Delayed Draw Term Loan and the Term Loan.
At December 31, 2025, the Company's interest risk related to variable-rate debt was limited to the amounts borrowed under the 2025 Credit Agreement and the 2025 Term Credit Agreement. At December 31, 2024, the Company's interest rate risk related to variable-rate debt was limited to the amounts borrowed and outstanding under the Delayed Draw Term Loan and the Term Loan.
Removed
To reduce the impact of changes in currency exchange rates, the Company has periodically entered into foreign currency forward contracts.

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