Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2024. Based upon their evaluation, the principal executive officer and principal financial officer concluded that Wabtec’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by Wabtec in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by Wabtec in such reports is accumulated and communicated to Wabtec’s Management, including its principal executive officer and principal finance officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting. Management’s annual report on internal control over financial reporting and the attestation report of the registered public accounting firm are included in Part II, Item 8 of this report.
Management’s Report on Internal Control over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting is included in Part II, Item 8 of this report on page 42 and is incorporated by reference herein.
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Ernst & Young LLP's attestation report on internal control over financial reporting is included on Part II, Item 8 of this report on page 45 and is incorporated by reference herein.
Item 9B. OTHER INFORMATION
On November 26, 2024 , Rafael Santana , Wabtec’s President and Chief Executive Officer , entered into a stock trading plan (the “Plan”) designed to comply with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Under the terms of the plan, shares may be sold from February 26, 2025 to August 21, 2025 . Two types of shares are being sold: (i) up to 10,640 shares jointly owned by Mr. Santana and his spouse, and (ii) shares issued to Mr. Santana with respect to the three year performance units granted to him on February 28, 2022 that will vest on March 31, 2025. A performance unit is equal to a share of Wabtec common stock and the number of performance units granted to Mr. Santana on February 28, 2022 was 53,012. The maximum number of shares that may be issued to Mr. Santana with respect to these performance units is 200%, net of shares traded or withheld for tax or other reasons. Under the Plan, 100% of the performance unit shares issued to Mr. Santana are to be sold.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
83
PART III
Items 10 through 14.
In accordance with the provisions of General Instruction G(3) to Form 10-K, the information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) is incorporated herein by reference from the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 15, 2025, except for the Equity Compensation Plan Information required by Item 12, which is set forth in the table below. The definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2024. Information relating to the executive officers of the Company is set forth in Part I.
Wabtec has adopted a Code of Business Conduct and Ethics which is applicable to all of our employees, including our executive officers. This Code of Business Conduct and Ethics is posted on our website at www.wabteccorp.com . In the event that we make any amendments to or waivers from this code, we will disclose the amendment or waiver and the reasons for such on our website.
We have also adopted an insider trading policy and procedures applicable to directors, officers, employees, and other covered persons, and have implemented processes applicable to us, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards of The New York Stock Exchange. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.
This table provides aggregate information as of December 31, 2024 concerning equity awards under Wabtec’s compensation plans and arrangements.
Plan Category (a)
Number of securities to
be issued upon exercise
of outstanding options, warrants and rights (b)
Weighted-average
exercise price of
outstanding
options warrants and rights (c)
Number of securities
remaining available for
future issuance
under equity compensation
plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders 900,000 $ 77.79 4,400,000
Equity compensation plans not approved by shareholders — — —
Total 900,000 $ 77.79 4,400,000
84
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The financial statements filed as part of this report are included in Part II Item 8 of this report. Financial statement schedules and exhibits listed below are filed as part of this annual report:
Page
(1) Financial Statements and Reports on Internal Control
Management’s Reports to Westinghouse Air Brake Technologies Corporation Shareholders
42
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 , Pittsburgh, Pennsylvania )
43
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
45
Consolidated Balance Sheets as of December 31, 202 4 and 20 23
47
Consolidated Statements of Income for the three years ended December 31, 202 4 , 202 3 and 20 22
48
Consolidated Statements of Comprehensive Income for the three years ended December 31, 202 4 , 202 3 and 20 22
49
Consolidated Statements of Cash Flows for the three years ended December 31, 202 4 , 202 3 and 20 22
50
Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 202 4 , 202 3 and 20 22
51
Notes to Consolidated Financial Statements
52
(2) Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
90
Filing
Method
Exhibits
2.1 Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec Corporation dated as of October 6, 2015
13
2.2 Amendment No. 1 to Shareholder's Agreement among Financiere Faiveley S.A., Famille Faiveley Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of October 24, 2016
14
2.3 Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.
21
2.4** Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc., Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.
21
3.1 Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31, 2003
9
3.2 Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 2013
11
3.3 Amended and Restated By-Laws of the Company, effective February 10, 2023
8
3.4 Certificate of Amendment to Restated Certificate of Incorporation dated November 19, 2018
22
3.5 Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of Westinghouse Air Brake Technologies Corporation, dated February 22, 2019
21
4.1 Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as Trustee
12
4.2 First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo Bank, National Association, as Trustee
12
4.3 [Reserved]
4.4 Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
15
4.5 Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
15
4.6 Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5)
15
4.7 Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
16
85
4.8 Fifth Supplemental Indenture, dated April 28, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
17
4.9 Sixth Supplemental Indenture, dated June 21, 2017, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee.
18
4.10 Seventh Supplemental Indenture, dated June 8, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
19
4.11 Eighth Supplemental Indenture, dated June 29, 2018, by and among Westinghouse Air Brake Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as Trustee
19
4.12 Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee.
20
4.13 [Reserved]
4.14 Form of 4.700% Senior Note due 2028 (included in Exhibit 4.12)
20
4.15 Tenth Supplemental Indenture, dated June 6, 2019, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee
23
4.16 Eleventh Supplement Indenture, dated June 29, 2020, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee
25
4.17 Form of 3.200% Senior Note due 2025 (included in Exhibit 4.16)
25
4.18 Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of 1934
1
4.19 Base Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as Trustee
27
4.20 First Supplemental Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association, as Trustee
27
4.21 Form of 1.250% Notes due 2027 (included in Exhibit 4.20 hereof).
27
4.22 Twelfth Supplemental Indenture, dated March 11, 2024, by and among the Company, the subsidiary guarantors party thereto, Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association) and U.S. Bank Trust Company, National Association, as trustee for the Notes.
35
4.23 Form of 5.611% Senior Note due 2034 (included in Exhibit 4.22).
35
10.1 Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced) 2
10.2 Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane) on environmental costs and sharing 2
10.3 Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc., Manville Corporation and European Overseas Corporation (only provisions on indemnification are reproduced) 2
10.4 Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*
4
10.5 Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as amended * *
33
10.6 Employment Agreement with Albert J. Neupaver, dated December 16, 2005 *
3
10.7 Form of Restricted Stock Agreement *
10
10.8 Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan as amended and restated, as of March 31, 2022*
5
10.9 Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif, Inc., dated September 12, 2008
6
10.10 Form of Employment Continuation Agreement entered into by the Company with Nicole Theophilus, Michael E. Fetsko, and John A Mastalerz Jr.*
7
10.11 Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted December 10, 2009 *
10
86
10.12 Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and Stock Option Plan, as amended and restated*
10
10.13 Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *
10
10.14 Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and restated*
10
10.15 Amendment and Restatement Agreement, dated as of August 15, 2022, among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands BV, the other loan parties hereto, the lenders party thereto, the issuing banks thereto, the swingline lender and PNC Bank, National Association as administrative agent (including the Amended and Restated Credit Agreement, as Annex I thereto).
28
10.16 Letter of Offer of Employment with Nicole Theophilus, dated July 9, 2024*
1
10.17 Term Credit Agreement, dated as of March 14, 2024, among Westinghouse Air Brake Technologies Corporation, lenders party thereto and PNC Bank, National Association as administrative agent.
35
10.18 Form of Severance and Employment Continuation Agreement entered into by the Company with John Olin, David DeNinno, Pascal Schweitzer, Eric Gebhardt , and Nicole Theophilus *
26
10.19 Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated October 21, 2021
30
10.20 Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies Corporation, dated as of February 13, 2019
24
10.21 Transition Agreement between Raymond T. Betler and Westinghouse Air Brake Technologies Corporation, dated as of April 24, 2019
24
10.22 Severance and Employment Continuation Agreement of Rafael Santana dated as of December 5, 2022*
26
10.23 Transition Agreement of Scott Wahlstrom dated as of November 25, 2020
32
10.24 [Reserved]
10.25 Transition Agreement of Patrick A. Dugan, dated as of September 9, 2021
31
19.1 Wabtec Corporation Insider Trading Policy dated February 8, 2024
1
21.0 List of subsidiaries of the Company
1
22.0 List of Subsidiary Guarantors
1
23.1 Consent of Ernst & Young LLP
1
31.1 Rule 13a-14(a)/15d-14(a) Certifications
1
31.2 Rule 13a-14(a)/15d-14(a) Certifications
1
32.1 Section 1350 Certifications
1
97.1 Wabtec Corporation Clawback Policy effective October 2, 2023
34
101.INS XBRL Instance Document. 1
101.SCH XBRL Taxonomy Extension Calculation Linkbase Document 1
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 1
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. 1
101.LAB XBRL Taxonomy Extension Label Linkbase Document 1
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 1
104 XBRL Cover Page Interactive Data (embedded within the Inline XBRL document) 1
1 Filed herewith.
2 Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 033-90866).
3 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended March 31, 2006.
4 Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 033-90866) filed on March 31, 2017.
5 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) filed on April 6, 2022.
6 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended September 30, 2008.
87
7 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) dated July 2, 2009.
8 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 14, 2023.
9 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 25, 2011.
10 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 22, 2013.
11 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 9, 2019.
12 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated August 8, 2013.
13 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated October 6,2015.
14 Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated October 26, 2016.
15 Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated November 3, 2016.
16 Filed as an exhibit to the Company's Current Report on Form 10-K (File No. 033-90866), dated February 28, 2017.
17 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended March 31, 2017.
18 Filed as an exhibit to the Company's Registration Statement on Form S-4 (File No. 0333-219354).
19 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended June 30, 2018.
20 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 14, 2018.
21 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 25, 2019.
22 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 27, 2019.
23 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866), dated August 1, 2019.
24 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated May 9, 2019.
25 Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated June 29, 2020.
26 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated December 7, 2022.
27 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated June 2, 2021
28 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated November 1, 2022.
29 [Reserved]
30 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated October 21, 2021
31 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended September 30, 2021.
32 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 19, 2021.
33 Filed as an exhibit to the Company's Registration Statement on Form S-8 (File No. 033-90866), dated March 2, 2012.
34 Filed as an exhibit to the Company's Annual Report on Form 10-K (File No. 033-90866), dated February 14, 2024.
35 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated April 24, 2024.
88
* Management contract or compensatory plan.
** Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Wabtec hereby undertakes to furnish supplementally, copies of any of the omitted schedules upon request by the SEC.
89
SCHEDULE II
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
For each of the three years ended December 31
In millions Balance at
beginning
of period Charged to
expense Charged/ (credited) to
other
accounts (1) Deductions
from
reserves (2) Balance
at end of
period
2024
Allowance for doubtful accounts $ 31 $ 11 $ — $ ( 6 ) $ 36
Valuation allowance-taxes $ 58 $ — $ — $ ( 6 ) $ 52
2023
Allowance for doubtful accounts $ 28 $ 8 $ — $ ( 5 ) $ 31
Valuation allowance-taxes $ 46 $ 12 $ — $ — $ 58
2022
Allowance for doubtful accounts $ 32 $ 4 $ ( 1 ) $ ( 7 ) $ 28
Valuation allowance-taxes $ 64 $ — $ — $ ( 18 ) $ 46
(1) Impact of fluctuations in foreign currency exchange rates.
(2) Deductions in Allowance for doubtful accounts are from amounts written off as uncollectible or proceeds from subsequent collections. Deductions for Valuation allowances-taxes were primarily from changes in expected deferred tax utilization.
Item 16. FORM 10-K SUMMARY
Not applicable.
90
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
Date: February 12, 2025 By: / S / RAFAEL SANTANA
Rafael Santana,
President and Chief Executive Officer, and Director
91
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Signature and Title
Date
By /S/ ALBERT J. NEUPAVER February 12, 2025
Albert J. Neupaver,
Chairman of the Board
By /S/ RAFAEL SANTANA February 12, 2025
Rafael Santana,
President and Chief Executive Officer and Director (Principal Executive Officer)
By /S/ JOHN A. OLIN February 12, 2025
John A. Olin,
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By /S/ JOHN A. MASTALERZ February 12, 2025
John A. Mastalerz,
Senior Vice President and Principal Accounting Officer
By /S/ LINDA A. HARTY February 12, 2025
Linda A. Harty,
Lead Director
By /S/ BEVERLEY BABCOCK February 12, 2025
Beverley Babcock,
Director
By /S/ LEE BANKS February 12, 2025
Lee Banks,
Director
By /S/ BYRON FOSTER February 12, 2025
Byron Foster,
Director
By /S/ BRIAN P. HEHIR February 12, 2025
Brian P. Hehir,
Director
By /S/ WILLIAM E. KASSLING February 12, 2025
William E. Kassling,
Director
By /S/ ANN R. KLEE February 12, 2025
Ann R. Klee,
Director
By /S/ JUAN PEREZ February 12, 2025
Juan Perez,
Director
92