2 unchanged sentences
CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: In millions, except par value March 31,
+Added: In millions, except par value June 30,
2025 December 31,
27 unchanged sentences
500.0 shares authorized;
−Removed: 171.9 shares issued and 171.1 outstanding at March 31, 2025;
+Added: 171.9 shares issued and 170.9 outstanding at June 30, 2025;
226.9 shares issued and 171.3 outstanding at December 31, 2024
Additional paid-in capital 8,025 8,023
−Removed: Treasury stock, at cost, 0.8 and 55.6 shares, at March 31, 2025 and December 31, 2024, respectively
+Added: Treasury stock, at cost, 1.0 and 55.6 shares, at June 30, 2025 and December 31, 2024, respectively
( 116 ) ( 3,273 )
8 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
+Added: Unaudited Unaudited
Three Months Ended
+Added: June 30, Six Months Ended
In millions, except per share data 2025 2024 2025 2024
15 unchanged sentences
Interest expense, net ( 46 ) ( 49 ) ( 92 ) ( 96 )
−Removed: Other expense, net ( 2 ) ( 2 )
+Added: Other income, net 24 4 22 2
Income before income taxes 450 385 876 748
12 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
+Added: Unaudited Unaudited
Three Months Ended
+Added: June 30, Six Months Ended
In millions 2025 2024 2025 2024
1 unchanged sentence
Foreign currency translation gain (loss) 166 ( 49 ) 282 ( 137 )
−Removed: Unrealized (loss) gain on derivative contracts ( 3 ) 13
−Removed: Change in unrealized (loss) gain on pension and post-retirement benefit plans ( 1 ) 1
+Added: Unrealized gain on derivative contracts 10 — 7 13
+Added: Change in unrealized loss on pension and post-retirement benefit plans ( 3 ) ( 5 ) ( 4 ) ( 4 )
Other comprehensive income (loss) before tax 173 ( 54 ) 285 ( 128 )
−Removed: Income tax benefit (expense) related to components of other comprehensive income 1 ( 3 )
+Added: Income tax (expense) benefit related to components of other comprehensive income ( 1 ) 1 — ( 2 )
Other comprehensive income (loss), net of tax 172 ( 53 ) 285 ( 130 )
3 unchanged sentences
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
−Removed: Three Months Ended
+Added: Six Months Ended
In millions 2025 2024
4 unchanged sentences
Stock-based compensation expense 36 26
+Added: Gain on mark-to-market derivatives ( 32 ) —
Below market intangible amortization ( 22 ) ( 23 )
11 unchanged sentences
Purchase of property, plant and equipment ( 83 ) ( 77 )
+Added: Acquisitions of businesses, net of cash acquired ( 21 ) —
Proceeds from disposal of property, plant and equipment 6 20
7 unchanged sentences
Other financing activities ( 7 ) 4
−Removed: Net cash used for financing activities ( 172 ) ( 289 )
+Added: Net cash provided by (used for) financing activities 454 ( 523 )
Effect of changes in currency exchange rates 28 ( 14 )
−Removed: (Decrease) increase in cash ( 17 ) 19
+Added: Increase (decrease) in cash 784 ( 25 )
Cash, cash equivalents and restricted cash, beginning of period 715 620
15 unchanged sentences
Balance, March 31, 2025 171.9 $ 1 $ 8,009 ( 0.8 ) $ ( 69 ) $ 3,160 $ ( 733 ) $ 46 $ 10,414
+Added: Cash dividends ($ 0.25 dividend per share)
+Added: — — — — — ( 44 ) — — ( 44 )
+Added: Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — ( 3 ) — 3 — — — —
+Added: Stock based compensation — — 19 — — — — — 19
+Added: Net income — — — — — 336 — 3 339
+Added: Other comprehensive income, net of tax — — — — — — 172 — 172
+Added: Stock repurchase — — — ( 0.2 ) ( 50 ) — — — ( 50 )
+Added: Distribution to noncontrolling interest — — — — — — — ( 5 ) ( 5 )
+Added: Balance, June 30, 2025 171.9 $ 1 $ 8,025 ( 1.0 ) $ ( 116 ) $ 3,452 $ ( 561 ) $ 44 $ 10,845
In millions Common Stock Shares Common Stock Amount Additional Paid-in Capital Treasury Stock Shares Treasury Stock Amount Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interest Total
8 unchanged sentences
Balance, March 31, 2024 226.9 $ 2 $ 7,967 ( 50.1 ) $ ( 2,345 ) $ 5,505 $ ( 667 ) $ 42 $ 10,504
+Added: Cash dividends ($ 0.20 dividend per share)
+Added: — — — — — ( 35 ) — — ( 35 )
+Added: Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — — 0.1 2 — — — 2
+Added: Stock based compensation — — 14 — — — — — 14
+Added: Net income — — — — — 289 — 2 291
+Added: Other comprehensive loss, net of tax — — — — — — ( 53 ) — ( 53 )
+Added: Stock repurchase — — — ( 1.3 ) ( 202 ) — — — ( 202 )
+Added: Distribution to noncontrolling interest — — — — — — — ( 1 ) ( 1 )
+Added: Balance, June 30, 2024 226.9 $ 2 $ 7,981 ( 51.3 ) $ ( 2,545 ) $ 5,759 $ ( 720 ) $ 43 $ 10,520
The accompanying notes are an integral part of these statements.
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 (UNAUDITED)
+Added: FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 (UNAUDITED)
Except as the context otherwise requires, all references to “we”, “our”, “us”, the “Company” and “Wabtec” refer to Westinghouse Air Brake Technologies Corporation and its consolidated subsidiaries.
4 unchanged sentences
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.
−Removed: In the first three months of 2025, approximately 51 % of the Company’s Net sales came from customers outside the United States.
+Added: In the first six months of 2025, approximately half of the Company’s Net sales came from customers outside the United States.
ACCOUNTING POLICIES
38 unchanged sentences
Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations.
−Removed: As of March 31, 2025, the Company's remaining performance obligations were approximately $ 22.3 billion.
+Added: As of June 30, 2025, the Company's remaining performance obligations were approximately $ 21.8 billion.
The Company expects to recognize revenue of approximately 38 % of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.
10 unchanged sentences
Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.
−Removed: At March 31, 2025 and December 31, 2024, the bankruptcy-remote subsidiary held receivables of $ 735 million and $ 693 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets.
+Added: At June 30, 2025 and December 31, 2024, the bankruptcy-remote subsidiary held receivables of $ 762 million and $ 693 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets.
The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding receivables sold and outstanding borrowings.
−Removed: There were no outstanding receivables sold or outstanding borrowings at March 31, 2025 or December 31, 2024.
+Added: There were no outstanding borrowings at June 30, 2025 or outstanding receivables sold at December 31, 2024.
The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables.
1 unchanged sentence
The following table sets forth a summary of receivables used as collateral for requested borrowings and the resulting impact of net cash proceeds included in cash from financing activities.
−Removed: There were no receivables sold under the program during the three months ended March 31, 2025.
−Removed: In millions Three Months Ended
−Removed: March 31, 2025
+Added: There were no receivables sold under the program during the six months ended June 30, 2025.
+Added: In millions Six Months Ended
+Added: June 30, 2025
Gross receivables collateralized/cash borrowings received $ 350
Customer collections remitted to financial institution ( 350 )
−Removed: Net cash proceeds received included in cash from financing activities $ —
−Removed: The following table sets forth a summary of receivables sold and the resulting impact of net cash proceeds included in cash from operating activities during the three months ended March 31, 2024:
−Removed: In millions Three Months Ended
−Removed: March 31, 2024
+Added: Net cash proceeds received $ —
+Added: The following table sets forth a summary of receivables sold and the resulting impact of net cash proceeds included in cash from operating activities during the six months ended June 30, 2024:
+Added: In millions Six Months Ended
+Added: June 30, 2024
Gross receivables sold/cash proceeds received $ 812
Customer collections remitted to financial institution ( 832 )
−Removed: Net cash proceeds received included in cash from operating activities $ 210
−Removed: Restricted Cash At March 31, 2025 and December 31, 2024, the Company classified cash of $ 9 million as restricted for cash held in escrow related to acquisitions.
+Added: Net cash proceeds remitted $ ( 20 )
+Added: Restricted Cash At June 30, 2025 and December 31, 2024, the Company classified cash of $ 13 million and $ 9 million, respectively, as restricted, primarily for cash held in escrow related to acquisitions.
Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services.
22 unchanged sentences
Accumulated Other Comprehensive Loss Comprehensive income (loss) comprises both Net income and Other comprehensive income (loss) resulting from the change in equity from transactions and other events and circumstances from non-owner sources.
−Removed: The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended March 31, 2025 and 2024 are as follows:
+Added: The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended June 30, 2025 and 2024 are as follows:
Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total
In millions 2025 2024 2025 2024 2025 2024 2025 2024
+Added: Balance at March 31 $ ( 702 ) $ ( 629 ) $ 15 $ 17 $ ( 46 ) $ ( 55 ) $ ( 733 ) $ ( 667 )
+Added: Other comprehensive income (loss) before reclassifications 166 ( 49 ) 8 — ( 2 ) ( 1 ) 172 ( 50 )
+Added: Amounts reclassified from Accumulated other comprehensive loss — — ( 1 ) — 1 ( 3 ) — ( 3 )
+Added: Other comprehensive income (loss), net of tax 166 ( 49 ) 7 — ( 1 ) ( 4 ) 172 ( 53 )
+Added: Balance at June 30 $ ( 536 ) $ ( 678 ) $ 22 $ 17 $ ( 47 ) $ ( 59 ) $ ( 561 ) $ ( 720 )
+Added: The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the six months ended June 30, 2025 and 2024 are as follows:
+Added: Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total
+Added: In millions 2025 2024 2025 2024 2025 2024 2025 2024
Balance at beginning of year $ ( 818 ) $ ( 541 ) $ 17 $ 7 $ ( 45 ) $ ( 56 ) $ ( 846 ) $ ( 590 )
+Added: Other comprehensive income (loss) before reclassifications 282 ( 137 ) 6 10 ( 3 ) — 285 ( 127 )
+Added: Amounts reclassified from Accumulated other comprehensive loss — — ( 1 ) — 1 ( 3 ) — ( 3 )
Other comprehensive income (loss), net of tax 282 ( 137 ) 5 10 ( 2 ) ( 3 ) 285 ( 130 )
−Removed: Balance at March 31 $ ( 702 ) $ ( 629 ) $ 15 $ 17 $ ( 46 ) $ ( 55 ) $ ( 733 ) $ ( 667 )
−Removed: Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other expense, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.
+Added: Balance at end of period $ ( 536 ) $ ( 678 ) $ 22 $ 17 $ ( 47 ) $ ( 59 ) $ ( 561 ) $ ( 720 )
+Added: Amounts included under Derivative contracts related to interest rate hedges reclassified from Accumulated other comprehensive loss are recognized in "Interest expense, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.
+Added: All other a mounts reclassified from Accumulated other comprehensive loss are recognized in "Other income, net" with the tax impact recognized in "Income tax expense" on the Condensed Consolidated Statements of Income.
Treasury Stock During the first quarter of 2025, we retired 55 million shares of treasury stock.
3 unchanged sentences
The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 30 and net 180 days, and does not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets.
−Removed: Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 300 million and $ 311 million of the Company's outstanding Accounts payable as of March 31, 2025 and December 31, 2024, respectively.
+Added: Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 307 million and $ 311 million of the Company's outstanding Accounts payable as of June 30, 2025 and December 31, 2024, respectively.
The supplier invoices included under the program require payment in full to the financial institutions consistent with the Company’s normal terms and conditions as agreed upon with the vendor.
−Removed: On January 14, 2025, Wabtec announced a definitive agreement to acquire Evident’s Inspection Technologies division (Inspection Technologies), formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets, for approximately $ 1.78 billion.
+Added: During the second quarter of 2025, the Components product line of the Freight Segment completed an acquisition for a purchase price of approximately $ 21 million, net of cash received.
+Added: On January 14, 2025, Wabtec announced a definitive agreement to acquire Evident’s Inspection Technologies division (Inspection Technologies) for approximately $ 1.78 billion.
+Added: Inspection Technologies was 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.
Inspection Technologies’ leading industry presence and innovative product portfolio is expected to significantly expand Wabtec's capabilities, adding advanced automated inspection capabilities, driving technology in a space where data acquisition, analytics and automation are critical.
−Removed: Upon acquisition, Inspection Technologies will be reported within the Digital Intelligence product line of the Freight Segment.
−Removed: The Company anticipates financing the acquisition with a combination of cash on hand, utilization of the Revolving Credit Facility and an additional term loan.
−Removed: The transaction is subject to customary closing conditions and regulatory approvals.
+Added: Inspection Technologies will be reported within the Digital Intelligence product line of the Freight Segment.
+Added: The acquisition subsequently closed on July 1, 2025, and was funded with a combination of cash on hand, proceeds from the 2035 Notes, and borrowings under other sources of available liquidity.
+Added: On July 7, 2025, Wabtec announced a definitive agreement to acquire Frauscher Sensor Technology Group GmbH ("Frauscher"), a global market leader in train detection, wayside object control solutions and axle counting systems for approximately € 675 million.
+Added: Upon acquisition, the Frauscher acquisition will be reported within the Company's Digital Intelligence product line in the Freight Segment.
On March 18, 2025, Wabtec announced a definitive agreement to acquire Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock, for approximately € 890 million.
Upon acquisition, Dellner Couplers will be reported within the Transit Segment.
−Removed: The transaction is subject to customary closing conditions and regulatory approvals.
+Added: Both transactions are subject to customary closing conditions and regulatory approvals.
During 2024, the Company made four strategic acquisitions for a combined purchase price of approximately $ 168 million, net of cash acquired.
2 unchanged sentences
The components of inventory, net of reserves, were:
−Removed: In millions March 31,
+Added: In millions June 30,
2025 December 31,
7 unchanged sentences
Balance at December 31, 2024 $ 7,248 $ 1,462 $ 8,710
+Added: Additions/adjustments 14 — 14
Foreign currency impact 29 183 212
−Removed: Balance at March 31, 2025 $ 7,264 $ 1,523 $ 8,787
−Removed: As of March 31, 2025 and December 31, 2024, the Company’s trade names had a net carrying amount of $ 610 million and $ 595 million, respectively.
+Added: Balance at June 30, 2025 $ 7,291 $ 1,645 $ 8,936
+Added: As of June 30, 2025 and December 31, 2024, the Company’s trade names had a net carrying amount of $ 646 million and $ 595 million, respectively.
The Company believes these intangibles have indefinite lives, with the exception of the right to use the GE Transportation trade name, to which the Company had assigned a useful life of 5 years and became fully amortized in the first quarter of 2024.
Intangible assets of the Company, other than goodwill and trade names, consist of the following:
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
In millions Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
3 unchanged sentences
Total $ 4,010 $ ( 1,767 ) $ 2,243 $ 4,062 $ ( 1,723 ) $ 2,339
−Removed: At March 31, 2025 the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 9 years, 14 years and 6 years, respectively.
+Added: At June 30, 2025, the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 9 years, 14 years and 6 years, respectively.
The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation.
−Removed: Amortization expense for intangible assets was $ 73 million and $ 74 million for the three months ended March 31, 2025 and 2024, respectively.
+Added: Amortization expense for intangible assets was $ 69 million and $ 142 million for the three and six months ended June 30, 2025, respectively, and $ 71 million and $ 145 million for the three and six months ended June 30, 2024, respectively.
Amortization expense for the five succeeding years is estimated to be as follows:
3 unchanged sentences
The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets.
−Removed: Noncurrent contract assets were $ 197 million at March 31, 2025 and $ 170 million at December 31, 2024.
+Added: Noncurrent contract assets were $ 191 million at June 30, 2025 and $ 170 million at December 31, 2024.
The Company has elected to use the practical expedient and does not consider unbilled amounts anticipated to be paid within one year as significant financing components.
1 unchanged sentence
The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other long-term liabilities" on the Condensed Consolidated Balance Sheets.
−Removed: Noncurrent contract liabilities were $ 339 million at March 31, 2025 and $ 389 million at December 31, 2024.
+Added: Noncurrent contract liabilities were $ 203 million at June 30, 2025 and $ 389 million at December 31, 2024.
These contract liabilities are not considered a significant financing component because they are used to meet working capital demands that can be higher in the early stages of a contract or revenue associated with the contract liabilities is expected to be recognized within one year.
Contract liabilities also include provisions for estimated losses from uncompleted contracts.
−Removed: Provisions for loss contracts were $ 80 million and $ 91 million at March 31, 2025 and December 31, 2024, respectively.
+Added: Provisions for loss contracts were $ 85 million and $ 91 million at June 30, 2025 and December 31, 2024, respectively.
These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the Condensed Consolidated Balance Sheets.
−Removed: The change in the carrying amount of contract assets and contract liabilities for the three months ended March 31, 2025 and 2024 is as follows:
+Added: The change in the carrying amount of contract assets and contract liabilities for the six months ended June 30, 2025 and 2024 is as follows:
Contract Assets
4 unchanged sentences
Foreign currency impact 22 ( 8 )
−Removed: Balance at March 31
+Added: Balance at June 30
Contract Liabilities
5 unchanged sentences
Foreign currency impact 36 ( 20 )
−Removed: Balance at March 31 $ 1,214 $ 922
+Added: Balance at June 30 $ 1,224 $ 1,049
The Company leases certain property, buildings and equipment.
5 unchanged sentences
As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate.
−Removed: Operating lease expense was $ 16 million for each of the three months ended March 31, 2025 and 2024, respectively.
−Removed: New operating leases of $ 8 million and $ 14 million were added during the three months ended March 31, 2025 and 2024, respectively.
+Added: Operating lease expense was $ 17 million and $ 33 million for the three and six months ended June 30, 2025, respectively, and $ 16 million and $ 32 million for the three and six months ended June 30, 2024, respectively.
+Added: New operating leases of $ 27 million and $ 35 million were added during the three and six months ended June 30, 2025, respectively, and $ 18 million and $ 32 million for the three and six months ended June 30, 2024, respectively.
Wabtec does not have material financing leases, short-term or variable leases or sublease income.
7 unchanged sentences
The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:
−Removed: March 31, 2025 December 31, 2024
+Added: June 30, 2025 December 31, 2024
Weighted-average remaining lease term (years) 8.3 7.9
2 unchanged sentences
Long-term debt consisted of the following:
−Removed: Effective Interest Rate Face Value March 31, 2025 December 31, 2024
+Added: Effective Interest Rate Face Value June 30, 2025 December 31, 2024
In millions Book Value Fair Value 1
1 unchanged sentence
2025 Credit Agreement:
+Added: Revolving Credit Facility 5.6 % N/A $ — $ — $ — $ —
+Added: Term Loan Facility 5.6 % $ 475 470 475 — —
+Added: 2024 Credit Agreement:
Term Loan — % $ — — — 224 225
2022 Credit Agreement:
−Removed: Revolving Credit Facility 5.7 % N/A — — — —
Delayed Draw Term Loan — % $ — — — 250 250
10 unchanged sentences
5.0 % $ 500 495 506 — —
−Removed: Other Borrowings 4 5 — —
+Added: 5.611 % Senior Notes, due 2034
+Added: 5.7 % $ 500 496 516 496 507
+Added: 5.50 % Senior Notes, due 2035
+Added: 5.5 % $ 750 743 759 — —
Total 4,784 4,819 3,980 3,944
7 unchanged sentences
Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense.
−Removed: As of March 31, 2025 and December 31, 2024, the Company had total combined unamortized discount and debt issuance costs of $ 14 million and $ 15 million, respectively.
+Added: As of June 30, 2025 and December 31, 2024, the Company had total combined unamortized discount and debt issuance costs of $ 28 million and $ 15 million, respectively.
Credit Agreements
−Removed: 2024 Credit Agreement
+Added: On August 15, 2022, the Company entered into an unsecured credit agreement (the "2022 Credit Agreement").
+Added: The 2022 Credit Agreement provided for borrowings consisting of (i) a multi-currency revolving credit facility for an equivalent in U.S.
+Added: dollars of up to $ 1.5 billion and (ii) a $ 250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the 2022 Credit Agreement.
On March 14, 2024, the Company entered into a new stand-alone credit agreement (the "2024 Credit Agreement") for a term loan of $ 225 million.
−Removed: Borrowings under the 2024 Credit Agreement bear interest at a base rate plus an interest rate spread up to 1.75 % based on the lower of the pricing corresponding to (i) the Company’s Leverage Ratio or (ii) the Company’s public rating.
−Removed: At March 31, 2025, the interest rate was 5.7 %.
−Removed: The frequency of interest payments varies based upon the Interest Election Request.
−Removed: The term loan issued under the 2024 Credit Agreement will mature on March 14, 2029.
−Removed: The obligations of the Company under the 2024 Credit Agreement are unsecured and have been guaranteed by certain of the Company’s subsidiari es.
−Removed: The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
−Removed: Under the 2024 Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0.
−Removed: The Interest Coverage Ratio is calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended.
−Removed: The Leverage Ratio is defined as net debt (total debt, net of up to $ 300 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended.
−Removed: Additionally, the Company may effect an increase in the maximum Leverage Ratio in contemplation of a Material Acquisition.
−Removed: All terms are as defined in the 2024 Credit Agreement.
−Removed: 2022 Credit Agreement
−Removed: On August 15, 2022, the Company entered into a new unsecured credit agreement (the "2022 Credit Agreement").
−Removed: The 2022 Credit Agreement provides for borrowings consisting of (i) a multi-currency revolving credit facility, providing for an equivalent in U.S.
−Removed: dollars of up to $ 1.5 billion (the “Revolving Credit Facility”) and (ii) a $ 250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the 2022 Credit Agreement.
−Removed: The 2022 Credit Agreement allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $ 750 million, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan
+Added: On April 23, 2025, the Company entered into a new unsecured credit agreement (the "2025 Credit Agreement"), which amended and restated the 2022 Credit Agreement and refinanced the 2024 Credit Agreement.
+Added: The 2025 Credit Agreement provides for borrowings consisting of (i) a multi-currency revolving credit facility for a U.S.
+Added: dollar equivalent of up to $ 2.0 billion (the “Revolving Credit Facility”) and (ii) a delayed draw term loan facility of $ 725 million (the “Term Loan Facility”), all pursuant to the terms and conditions of the 2025 Credit Agreement.
+Added: 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.
+Added: After June 30,2025, the remaining $ 250 million under the Term Loan Facility was drawn and utilized as part of funding for the Inspection Technologies acquisition.
+Added: The 2025 Credit Agreement includes an incremental facility that allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $ 1.0 billion, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan commitments (the "Incremental Facility").
The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.
−Removed: The Revolving Credit Facility matures on August 15, 2027.
−Removed: The Delayed Draw Term Loan was fully drawn during the third quarter of 2023, and the proceeds were utilized to redeem the 4.375 % Senior Notes, due 2023.
−Removed: Borrowings under the Delayed Draw Term Loan will mature on August 15, 2027.
−Removed: Amounts borrowed and repaid under the Delayed Draw Term Loan may not be reborrowed.
−Removed: The applicable interest rate for borrowings under the 2022 Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75 % based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public rating.
−Removed: At March 31, 2025, the interest rate on the Delayed Draw Term Loan was 5.7 % and the interest rate on the undrawn Revolving Credit Facility was 5.7 %.
+Added: The Revolving Credit Facility matures on April 23, 2030.
+Added: The Term Loan Facility was fully drawn after June 30, 2025, and all borrowings under the Term Loan Facility mature on April 23, 2030.
+Added: Amounts borrowed and repaid under the Term Loan
+Added: Facility may not be reborrowed.
+Added: The applicable interest rate for borrowings under the 2025 Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75 % based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public credit rating.
+Added: At June 30, 2025, the interest rate on the Term Loan Facility was 5.5 % and the interest rate on the undrawn Revolving Credit Facility was 5.6 %.
Obligations under the 2025 Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.
4 unchanged sentences
All terms are as defined in the 2025 Credit Agreement.
−Removed: The following table presents availability under the 2022 Credit Agreement at March 31, 2025:
−Removed: In millions Revolving Credit Facility Delayed Draw Term Loan Total
+Added: The Company was in compliance with all financial covenants in the 2025 Credit Agreement as of June 30, 2025.
+Added: The following table presents availability under the 2025 Credit Agreement at June 30, 2025:
+Added: In millions Revolving Credit Facility Term Loan Facility Total
Maximum Availability $ 2,000 $ 725 $ 2,725
Outstanding Borrowings (1)
+Added: — ( 475 ) ( 475 )
Letters of Credit Under Credit Agreement — — —
Current Availability (1)
−Removed: The Company was in compliance with all financial covenants in the 2022 Credit Agreement and the 2024 Credit Agreement as of March 31, 2025.
+Added: $ 2,000 $ 250 $ 2,250
+Added: (1) After June 30, 2025, the remaining $ 250 million under the Term Loan Facility was drawn in connection with the closing of the acquisition of Inspection Technologies.
Intra-Quarter Uncommitted Money Market Line Credit Agreement
1 unchanged sentence
The Company or its subsidiaries may issue senior notes from time to time.
−Removed: These notes are comprised of our 3.20 % Senior Notes due 2025 (the "2025 Notes"), 3.45 % Senior Notes due 2026 (the "2026 Notes"), 1.25 % Senior Notes (EUR) due 2027 (the "Euro Notes"), 4.70 % Senior Notes due 2028 (the "2028 Notes"), and 5.611 % Senior Notes due 2034 (the "2034 Notes").
−Removed: The 2025 Notes, 2026 Notes, 2028 Notes, and 2034 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually.
+Added: These notes are comprised of our 3.20 % Senior Notes due 2025 (the "2025 Notes"), 3.45 % Senior Notes due 2026 (the "2026 Notes"), 1.25 % Senior Notes (EUR) due 2027 (the "Euro Notes"), 4.70 % Senior Notes due 2028 (the "2028 Notes"), 4.90 % Senior Notes due 2030 (the "2030 Notes"), 5.611 % Senior Notes due 2034 (the "2034 Notes"), and 5.50 % Senior Notes due 2035 (the "2035 Notes").
+Added: The 2025 Notes, 2026 Notes, 2028 Notes, 2030 Notes, 2034 Notes, and 2035 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually.
Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued.
1 unchanged sentence
The US Notes and the Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt, and are senior to all existing and future subordinated indebtedness of the Company.
−Removed: On March 11, 2024, the Company issued $ 500 million of 5.611 % Senior Notes due in 2034 (2034 Notes).
+Added: On May 29, 2025, the Company issued (i) $ 500 million of 4.90 % Senior Notes due 2030 and (ii) $ 750 million of 5.50 % Senior Notes due 2035.
+Added: The 2030 Notes and 2035 Notes were issued at approximately 100 % of face value and the Company recognized approximately $ 12 million of total deferred financing costs.
+Added: Interest on the 2030 Notes and 2035 Notes will accrue at a rate of 4.90 % and 5.50 %, respectively, per year, payable semi-annually on May 29 and November 29 of each year, commencing November 29, 2025.
+Added: The 2030 Notes will mature on May 29, 2030, and the 2035 Notes will mature on May 29, 2035.
+Added: Proceeds from the 2030 Notes and cash on hand were utilized to repay the outstanding amount of the 2025 Notes at maturity.
+Added: Proceeds from the 2035 Notes were utilized as part of funding for the Inspection Technologies acquisition, which closed July 1, 2025.
+Added: On March 11, 2024, the Company issued $ 500 million of 5.611 % Senior Notes due in 2034.
The 2034 Notes were issued at 100 % of face value and the Company recognized approximately $ 5 million of total deferred financing costs.
−Removed: Interest on the 2034 Notes will accrue at a rate of 5.611 % per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024.
+Added: Interest on the 2034 Notes accrues at a rate of 5.611 % per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024.
The 2034 Notes will mature on March 11, 2034.
2 unchanged sentences
The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity.
−Removed: The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a
−Removed: guarantor under the 2022 Credit Agreement and the 2024 Credit Agreement.
+Added: The US Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a guarantor under the 2025 Credit Agreement.
The Euro Notes were issued by Wabtec Transportation Netherlands B.V.
3 unchanged sentences
The Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”).
−Removed: The 2011 Plan has a term through May 10, 2027, and as of March 31, 2025, the number of shares available for future grants under the 2011 Plan was approximately 3.9 million shares.
+Added: The 2011 Plan has a term through May 10, 2027, and as of June 30, 2025, the number of shares available for future grants under the 2011 Plan was approximately 3.9 million shares.
The Company also maintains a 1995 Non-Employee Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”).
−Removed: Stock-based compensation expense was $ 20 million and $ 17 million for the three months ended March 31, 2025 and 2024, respectively.
−Removed: At March 31, 2025, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $ 130 million.
+Added: Stock-based compensation expense was $ 24 million and $ 44 million for the three and six months ended June 30, 2025, respectively, and $ 17 million and $ 34 million for the three and six months ended June 30, 2024, respectively.
+Added: At June 30, 2025, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $ 119 million.
Stock Options Stock options can be granted to eligible employees and directors at an exercise price equal to fair market value, which is the average of the high and low Wabtec stock price on the date of grant.
1 unchanged sentence
There were no stock options granted in the periods presented.
−Removed: At March 31, 2025, there were 170,213 shares issuable pursuant to exercisable stock options.
−Removed: Restricted Stock, Restricted Stock Units and Incentive Stock As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock that generally vests over three years from the date of grant.
+Added: At June 30, 2025, there were 95,551 shares issuable pursuant to exercisable stock options.
+Added: Restricted Stock, Restricted Stock Units and Incentive Stock Units As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock and restricted stock units that generally vest over three years from the date of grant.
Under the Directors Plan, restricted stock awards vest one year from the date of grant.
8 unchanged sentences
The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets.
−Removed: As of March 31, 2025, the Company estimates that it will achieve 186 %, 200 % and 120 % for the incentive stock awards expected to vest, inclusive of the RTSR modifier, based on the estimated performance for the three-year periods ending December 31, 2025, 2026, and 2027, respectively, and has recorded incentive compensation expense accordingly.
+Added: As of June 30, 2025, the Company estimates that it will achieve 186 %, 200 % and 116 % for the incentive stock awards expected to vest, inclusive of the RTSR modifier, based on the estimated performance for the three-year periods ending December 31, 2025, 2026, and 2027, respectively, and has recorded incentive compensation expense accordingly.
If the estimates of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease and will be recognized in the current period for the elapsed portion of the vesting period and would change future expense for the remaining vesting period.
1 unchanged sentence
Expense for incentive stock units is updated as necessary based on the Company's performance.
−Removed: The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the three months ended March 31, 2025:
+Added: The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the six months ended June 30, 2025:
and Units Incentive
6 unchanged sentences
Canceled ( 13,975 ) ( 1,241 ) $ 133.81
−Removed: Outstanding at March 31, 2025 687,291 778,620 $ 138.98
−Removed: The overall effective tax rate for the three months ended March 31, 2025 and 2024 was 23.2 % and 23.6 %, respectively.
−Removed: The year over year decrease in the effective rate was driven by higher discrete equity compensation tax deductions and the jurisdictional mix of earnings.
+Added: Outstanding at June 30, 2025 602,603 785,850 $ 144.96
+Added: The overall effective tax rate for the three and six months ended June 30, 2025 was 24.8 % and 24.0 %, respectively.
+Added: The overall effective tax rate for the three and six months ended June 30, 2024 was 24.5 % and 24.1 %, respectively.
+Added: The year over year change in the effective rate for the three and six months ended June 30, 2025 was primarily driven by the jurisdictional mix of earnings.
EARNINGS PER SHARE
4 unchanged sentences
Three Months Ended
+Added: June 30, Six Months Ended
In millions, except per share data 2025 2024 2025 2024
10 unchanged sentences
Diluted $ 1.96 $ 1.64 $ 3.84 $ 3.17
−Removed: The following table reconciles the changes in the Company’s product warranty reserve for the three months ended March 31, 2025 and 2024:
+Added: The following table reconciles the changes in the Company’s product warranty reserve for the six months ended June 30, 2025 and 2024:
In millions 2025 2024
3 unchanged sentences
Foreign currency impact/other 8 ( 4 )
−Removed: Balance at March 31
+Added: Balance at June 30
FAIR VALUE MEASUREMENT AND DERIVATIVE INSTRUMENTS
9 unchanged sentences
The Company’s cash, cash equivalents and restricted cash are highly liquid investments purchased with an original maturity of three months or less and are considered Level 1 on the fair value valuation hierarchy.
−Removed: The fair value of cash, cash equivalents and restricted cash approximated the carrying value at March 31, 2025 and December 31, 2024.
+Added: The fair value of cash, cash equivalents and restricted cash approximated the carrying value at June 30, 2025 and December 31, 2024.
The Senior Notes are considered Level 2 based on the fair value valuation hierarchy.
9 unchanged sentences
The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item.
−Removed: For the three months ended March 31, 2025 and 2024, the amounts reclassified into income were not material.
+Added: For the three and six months ended June 30, 2025 and 2024, the amounts reclassified into income were not material.
The Company has also established balance sheet risk management and net investment hedging programs to protect its balance sheet against foreign currency exchange rate volatility.
6 unchanged sentences
The Company enters into certain derivative contracts in accordance with its risk management strategy that do not meet the criteria for hedge accounting, but which have the impact of largely mitigating foreign currency exposure.
−Removed: These foreign exchange contracts are accounted for on a full mark to market basis through earnings, with gains and losses recorded as a component of Other expense, net.
−Removed: The net gains and losses related to these contracts were not material for the three months ended March 31, 2025 and 2024.
+Added: These foreign exchange contracts are accounted for on a full mark to market basis through earnings, with gains and losses recorded as a component of Other income, net.
+Added: The net gains and losses related to these contracts, except as described below, were not material for the three and six months ended June 30, 2025 and 2024.
These contracts typically mature within one year .
+Added: In connection with the announced definitive agreement to acquire Dellner Couplers, the Company entered into foreign exchange contracts for a notional value of € 440 million to mitigate foreign currency exposure of the purchase price.
+Added: The contracts are not designated as accounting hedges under Topic 815 of ASC, and as such, the gains and losses are recorded as a component of Other income, net.
+Added: For the three and six months ended June 30, 2025 these contracts resulted in a gain of $ 32 million.
Interest Rate Risk
−Removed: The Company may use interest rate hedge contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to manage its overall cost of borrowing.
+Added: The Company may use interest rate hedge contracts on certain investing and borrowing transactions to manage its net expos ure to interest rate changes and to manage its overall cost of borrowing.
The Company does not use leveraged swaps and, in general, does not leverage any of its investment activities that would put principal capital at risk.
−Removed: During the first quarter of 2024, the Company utilized all outstanding interest rate hedge contracts to help manage interest expense for the 2034 Notes.
−Removed: During the third quarter of 2024 and the first quarter of 2025, the Company entered into new interest rate hedge contracts to manage interest rate risk for a portion of future expected debt transactions.
−Removed: F or the three months ended March 31, 2025 and 2024, the amounts reclassified into income were not material.
+Added: During the second quarter of 2025, interest rate hedge contracts related to Senior Notes issued during 2025 closed.
+Added: During the first quarter of 2024, interest rate hedge contracts related to the 2034 Notes closed.
+Added: For the three and six months ended June 30, 2025 and 2024, the amounts reclassified into income were not material.
Commodity Price Risk
The Company may use commodity forward swaps to manage its exposure to commodity price changes and to reduce its overall cost of manufacturing.
−Removed: For the three months ended March 31, 2025 and 2024, the amounts recognized as income or expense were not material.
−Removed: The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of March 31, 2025, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:
+Added: For the three and six months ended June 30, 2025 and 2024, the amounts recognized as income or expense were not material.
+Added: The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of June 30, 2025, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:
Fair Value Gross Notional Amount
3 unchanged sentences
Other current liabilities 2 ( 14 ) ( 2 ) 463 148
−Removed: Interest Rate Contracts
−Removed: Other current assets 2 1 — 70 —
−Removed: Other current liabilities 2 ( 1 ) — 215 —
Total $ ( 8 ) $ 32 $ 661 $ 733
20 unchanged sentences
company, sued the Company in the U.S.
−Removed: District Court for the District of Delaware asserting antitrust, breach of contract, unfair competition law, and misrepresentation claims.
+Added: District Court for the District of Delaware asserting antitrust, breach of contract, unfair competition law, defamation and false advertising claims.
The complaint challenges the Wabtec-GE Transportation merger and contends that since the merger, Wabtec has unlawfully monopolized the markets for long-haul freight locomotives, Tier IV long-haul freight locomotives and energy management systems by, among other things, failing to ensure that Progress’ products are interoperable with Wabtec’s locomotives and cab electronics.
1 unchanged sentence
It also asks the court to enjoin Wabtec from engaging in the conduct and require the Company to comply with its agreements with Progress.
−Removed: Wabtec intends to vigorously defend itself against this lawsuit and believes that it has meritorious defenses to the claims asserted by Progress.
−Removed: The case is still at an early stage;
−Removed: Wabtec filed a motion to dismiss, and briefing on this motion was completed in early 2024.
−Removed: The court has not yet issued a decision on Wabtec's motion.
+Added: On June 12, 2025, the Court dismissed the antitrust claims against Wabtec saying that no harmful effects on competition resulting from the merger had been shown.
+Added: The Court did not dismiss the alleged breach of contract, unfair competition, defamation and false advertising claims, which Wabtec intends to vigorously defend.
Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operation of a wireless crossing system provided by Xorail for use by the Denver Regional Transit District ("RTD").
33 unchanged sentences
These changes were within the Freight Segment and had no impact on Total Freight Segment Sales, Gross profit, or Income from operations.
−Removed: Segment financial information for the three months ended March 31, 2025 is as follows:
+Added: Segment financial information for the three months ended June 30, 2025 is as follows:
In millions Freight
17 unchanged sentences
Segment assets $ 13,390 $ 4,405 $ 2,596 $ 20,391
−Removed: Segment financial information for the three months ended March 31, 2024 is as follows:
+Added: Segment financial information for the three months ended June 30, 2024 is as follows:
In millions Freight
17 unchanged sentences
Segment assets $ 13,355 $ 3,917 $ 1,604 $ 18,876
+Added: Segment financial information for the six months ended June 30, 2025 is as follows:
+Added: In millions Freight
+Added: Segment Transit
+Added: Segment Corporate
+Added: Activities and
+Added: Elimination Total
+Added: Sales to external customers $ 3,820 $ 1,496 $ — $ 5,316
+Added: Cost of sales ( 2,438 ) ( 1,040 ) — ( 3,478 )
+Added: Gross profit $ 1,382 $ 456 $ — $ 1,838
+Added: Gross margin 36.2 % 30.5 %
+Added: Selling, general & administrative expenses $ ( 345 ) $ ( 221 ) $ ( 88 ) $ ( 654 )
+Added: Engineering expenses ( 74 ) ( 22 ) — ( 96 )
+Added: Amortization expense ( 128 ) ( 14 ) — ( 142 )
+Added: Income (loss) from operations 835 199 ( 88 ) 946
+Added: Interest expense and other, net — — ( 70 ) ( 70 )
+Added: Income (loss) before income taxes $ 835 $ 199 $ ( 158 ) $ 876
+Added: Intersegment sales/(elimination) $ 24 $ 21 $ ( 45 ) $ —
+Added: Depreciation and amortization $ 192 $ 38 $ 7 $ 237
+Added: Capital expenditures $ 56 $ 22 $ 5 $ 83
+Added: Segment financial information for the six months ended June 30, 2024 is as follows:
+Added: In millions Freight
+Added: Segment Transit
+Added: Segment Corporate
+Added: Activities and
+Added: Elimination Total
+Added: Sales to external customers $ 3,744 $ 1,397 $ — $ 5,141
+Added: Cost of sales ( 2,450 ) ( 1,002 ) — ( 3,452 )
+Added: Gross profit $ 1,294 $ 395 $ — $ 1,689
+Added: Gross margin 34.6 % 28.3 %
+Added: Selling, general & administrative expenses $ ( 315 ) $ ( 209 ) $ ( 73 ) $ ( 597 )
+Added: Engineering expenses ( 86 ) ( 19 ) — ( 105 )
+Added: Amortization expense ( 134 ) ( 11 ) — ( 145 )
+Added: Income (loss) from operations 759 156 ( 73 ) 842
+Added: Interest expense and other, net — — ( 94 ) ( 94 )
+Added: Income (loss) before income taxes $ 759 $ 156 $ ( 167 ) $ 748
+Added: Intersegment sales/(elimination) $ 25 $ 21 $ ( 46 ) $ —
+Added: Depreciation and amortization $ 201 $ 32 $ 8 $ 241
+Added: Capital expenditures $ 50 $ 25 $ 2 $ 77
Sales to external customers by product line are as follows:
Three Months Ended
+Added: June 30, Six Months Ended
In millions 2025 2024 2025 2024
9 unchanged sentences
Total Transit Segment $ 787 $ 724 $ 1,496 $ 1,397
−Removed: OTHER EXPENSE, NET
−Removed: The components of Other expense, net are as follows:
+Added: OTHER INCOME, NET
+Added: The components of Other income, net are as follows:
Three Months Ended
+Added: June 30, Six Months Ended
In millions 2025 2024 2025 2024
Foreign currency loss $ ( 6 ) $ ( 1 ) $ ( 14 ) $ ( 5 )
−Removed: Equity income 3 1
+Added: Gain on mark-to-market derivatives 32 — 32 —
+Added: Equity (loss) income ( 3 ) 1 — 2
Expected return on pension assets/amortization 3 2 5 4
−Removed: Other miscellaneous income (expense), net 1 ( 1 )
−Removed: Total Other expense, net $ ( 2 ) $ ( 2 )
+Added: Other miscellaneous (expense) income, net ( 2 ) 2 ( 1 ) 1
+Added: Total Other income, net $ 24 $ 4 $ 22 $ 2
+Added: In connection with the announced definitive agreement to acquire Dellner Couplers, the Company entered into foreign exchange contracts for a notional value of € 440 million to mitigate foreign currency exposure of the purchase price.
+Added: The contracts are not designated as accounting hedges under Topic 815 of ASC, and as such, the gains and losses are recorded as a
+Added: component of Other income, net.
+Added: For the three and six months ended June 30, 2025, these contracts resulted in a gain of $ 32 million.
RESTRUCTURING
4 unchanged sentences
The Company anticipates that it will incur one-time restructuring charges related to Integration 3.0 of approximately $ 80 million to $ 100 million.
−Removed: Amounts recorded to date are approximately $ 16 million, including amounts recorded during the fourth quarter of 2024, and are primarily for employee-related costs.
−Removed: Cash payments made during the three months ended March 31, 2025 were no t material.
+Added: Amounts recorded to date are approximately $ 20 million, including amounts recorded during the fourth quarter 2024, and are primarily for employee-related costs.
+Added: Cash payments for the three and six months ended June 30, 2025 were not material.
A summary of restructuring charges related to the Integration 3.0 initiative is as follows:
−Removed: Three Months Ended
−Removed: In millions 2025
+Added: In millions Three Months Ended
+Added: June 30, Six Months Ended
+Added: June 30, 2025
Freight Segment:
Cost of goods sold $ 1 $ 2
+Added: Selling, general and administrative expenses 1 1
+Added: Total Freight Segment $ 2 $ 3
Transit Segment:
5 unchanged sentences
Wabtec is focused on exiting various low margin product offerings through Portfolio Optimization to improve profitability while reducing manufacturing complexity.
−Removed: Wabtec recorded charges of approximately $ 3 million in each of the three months ended March 31, 2025 and 2024, primarily for asset write downs related to Portfolio Optimization.
+Added: Wabtec recorded net charges of approximately $ 3 million during the six months ended June 30, 2025, and $ 2 million and $ 5 million during the three and six months ended June 30, 2024, respectively, primarily for asset write downs related to Portfolio Optimization.
Total one-time restructuring charges related to Portfolio Optimization to date are approximately $ 59 million.
2 unchanged sentences
The Company anticipates that it will incur one-time restructuring charges related to Integration 2.0 of up to approximately $ 170 million, of which approximately $ 145 million has been incurred to date.
−Removed: There were no material charges or cash payments during the three months ended March 31, 2025.
−Removed: During the three months ended March 31, 2024, charges and cash payments of approximately $ 8 million and approximately $ 22 million, respectively, were recognized.
+Added: There were no material charges or cash payments during the three and six months ended June 30, 2025.
+Added: Wabtec recorded charges of $ 4 million and $ 12 million for the three and six months ended June 30, 2024, respectively.
+Added: Cash payments made during the three and six months ended June 30, 2024 were $ 8 million and $ 30 million, respectively.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.