What changed in this filing

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Item 1. Financial Statements

2025-10-22 compared with 2025-07-24 · 184 added, 123 removed, 690 unchanged (31% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

In millions, except par value June 30,

In millions, except par value September 30,

2025 December 31,

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500.0 shares authorized;

171.9 shares issued and 170.9 outstanding at June 30, 2025;

171.9 shares issued and 170.9 outstanding at September 30, 2025;

226.9 shares issued and 171.3 outstanding at December 31, 2024

Additional paid-in capital 8,047 8,023

Treasury stock, at cost, 1.0 and 55.6 shares, at June 30, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 1.0 and 55.6 shares, at September 30, 2025 and December 31, 2024, respectively

( 115 ) ( 3,273 )

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

In millions, except per share data 2025 2024 2025 2024

15 unchanged sentences

Interest expense, net ( 65 ) ( 52 ) ( 157 ) ( 148 )

Other income, net 24 4 22 2

Other (expense) income, net ( 1 ) ( 3 ) 21 ( 1 )

Income before income taxes 425 378 1,301 1,126

14 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

In millions 2025 2024 2025 2024

Net income attributable to Wabtec shareholders $ 310 $ 283 $ 968 $ 844

Foreign currency translation gain (loss) 166 ( 49 ) 282 ( 137 )

Unrealized gain on derivative contracts 10 — 7 13

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 )

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 )

Foreign currency translation (loss) gain ( 44 ) 114 238 ( 23 )

Unrealized (loss) gain on derivative contracts — ( 2 ) 7 11

Change in unrealized gain (loss) on pension and post-retirement benefit plans 2 1 ( 2 ) ( 3 )

Other comprehensive (loss) income before tax ( 42 ) 113 243 ( 15 )

Income tax expense related to components of other comprehensive income ( 1 ) — ( 1 ) ( 2 )

Other comprehensive (loss) income, net of tax ( 43 ) 113 242 ( 17 )

Comprehensive income attributable to Wabtec shareholders $ 267 $ 396 $ 1,210 $ 827

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

In millions 2025 2024

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Investing Activities

Purchase of property, plant and equipment ( 83 ) ( 77 )

Acquisitions of businesses, net of cash acquired ( 1,755 ) ( 13 )

Purchase of property, plant and equipment ( 138 ) ( 123 )

Proceeds from dispositions of businesses 3 17

Proceeds from disposal of property, plant and equipment 3 13

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Cash dividends ( 130 ) ( 106 )

Payment of contingent consideration — ( 42 )

Payment of income tax withholding on share-based compensation ( 39 ) ( 24 )

Distribution to noncontrolling interest ( 6 ) ( 6 )

Other financing activities ( 5 ) 5

1 unchanged sentence

Effect of changes in currency exchange rates 26 ( 6 )

Increase (decrease) in cash 784 ( 25 )

Decrease in cash ( 187 ) ( 210 )

Cash, cash equivalents and restricted cash, beginning of period 715 620

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Balance, June 30, 2025 171.9 $ 1 $ 8,025 ( 1.0 ) $ ( 116 ) $ 3,452 $ ( 561 ) $ 44 $ 10,845

Cash dividends ($ 0.25 dividend per share)

— — — — — ( 43 ) — — ( 43 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — — — 1 — — — 1

Stock based compensation — — 22 — — — — — 22

Net income — — — — — 310 — 3 313

Other comprehensive loss, net of tax — — — — — — ( 43 ) — ( 43 )

Balance, September 30, 2025 171.9 $ 1 $ 8,047 ( 1.0 ) $ ( 115 ) $ 3,719 $ ( 604 ) $ 47 $ 11,095

The accompanying notes are an integral part of these statements.

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

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Balance, June 30, 2024 226.9 $ 2 $ 7,981 ( 51.3 ) $ ( 2,545 ) $ 5,759 $ ( 720 ) $ 43 $ 10,520

Cash dividends ($ 0.20 dividend per share)

— — — — — ( 35 ) — — ( 35 )

Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — — — ( 1 ) — — — ( 1 )

Stock based compensation — — 18 — — — — — 18

Net income — — — — — 283 — 3 286

Other comprehensive income, net of tax — — — — — — 113 — 113

Stock repurchase — — — ( 3.7 ) ( 605 ) — — — ( 605 )

Distribution to noncontrolling interest — — — — — — — (5) ( 5 )

Balance, September 30, 2024 226.9 $ 2 $ 7,999 ( 55.0 ) $ ( 3,151 ) $ 6,007 $ ( 607 ) $ 41 $ 10,291

The accompanying notes are an integral part of these statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 (UNAUDITED)

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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.

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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 core products and services are essential in the safe and efficient operation of freight rail, passenger transit vehicles and other modes of transportation.

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

In the first six months of 2025, approximately half of the Company’s Net sales came from customers outside the United States.

In the first nine months of 2025, approximately half of the Company’s Net sales came from customers outside the United States.

ACCOUNTING POLICIES

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Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied performance obligations.

As of June 30, 2025, the Company's remaining performance obligations were approximately $ 21.8 billion.

As of September 30, 2025, the Company's remaining performance obligations were approximately $ 25.6 billion.

The Company expects to recognize revenue of approximately 32 % of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.

Revolving Receivables Program Effective January 1, 2025, the Company utilizes its Revolving Receivables Program to request borrowings from a financial institution against certain collateralized receivables for up to $ 350 million.

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.

The Company and certain of its subsidiaries (the "Originators") contribute receivables to our bankruptcy-remote subsidiary, which can then be collateralized on a recurring basis.

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Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.

At 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.

At September 30, 2025 and December 31, 2024, the bankruptcy-remote subsidiary held receivables of $ 723 million and $ 693 million, respectively, which are included in the Company's Condensed Consolidated Balance Sheets.

The receivables held by the bankruptcy-remote subsidiary collateralize the outstanding receivables sold and outstanding borrowings.

There were no outstanding 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.

There were outstanding borrowings of $ 200 million at September 30, 2025 and no 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, if applicable.

Our maximum exposure to losses related to these receivables transferred to the program is limited to the amount outstanding.

The following table sets forth a summary of receivables used as collateral for requested borrowings and the resulting impact of net cash proceeds included in cash from financing activities.

There were no receivables sold under the program during the six months ended June 30, 2025.

In millions Six Months Ended

June 30, 2025

There were no receivables sold under the program during the nine months ended September 30, 2025.

In millions Nine Months Ended

September 30, 2025

Gross receivables collateralized/cash borrowings received $ 800

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Net cash proceeds received $ 200

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:

In millions Six Months Ended

June 30, 2024

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 nine months ended September 30, 2024:

In millions Nine Months Ended

September 30, 2024

Gross receivables sold/cash proceeds received $ 926

Customer collections remitted to financial institution ( 851 )

Net cash proceeds remitted $ ( 20 )

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.

Net cash proceeds received $ 75

Restricted Cash At September 30, 2025 and December 31, 2024, the Company classified cash of $ 28 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.

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The Company is assessing the extent of the impact of the amendments on its future filings.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

The amendments in this update remove all references to prescriptive and sequential software development stages to improve the operability of the guidance to different software development methods.

The amendments in this update will be effective for Wabtec's annual and interim reporting periods beginning January 1, 2028.

The Company is assessing the extent of the impact of the amendments on its future filings.

Accounting Standards Recently Adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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

Accumulated Other Comprehensive Loss Comprehensive income (loss) comprises both Net income and Other comprehensive income (loss) resulting from the change in equity from transactions and other events and circumstances from non-owner sources.

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:

Accumulated Other Comprehensive Loss Comprehensive (loss) income comprises both Net income and Other comprehensive (loss) income resulting from the change in equity from transactions and other events and circumstances from non-owner sources.

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the three months ended September 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

Balance at March 31 $ ( 702 ) $ ( 629 ) $ 15 $ 17 $ ( 46 ) $ ( 55 ) $ ( 733 ) $ ( 667 )

Other comprehensive income (loss) before reclassifications 166 ( 49 ) 8 — ( 2 ) ( 1 ) 172 ( 50 )

Amounts reclassified from Accumulated other comprehensive loss — — ( 1 ) — 1 ( 3 ) — ( 3 )

Other comprehensive income (loss), net of tax 166 ( 49 ) 7 — ( 1 ) ( 4 ) 172 ( 53 )

Balance at June 30 $ ( 536 ) $ ( 678 ) $ 22 $ 17 $ ( 47 ) $ ( 59 ) $ ( 561 ) $ ( 720 )

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:

Other comprehensive (loss) income, net of tax ( 44 ) 114 — ( 1 ) 1 — ( 43 ) 113

Balance at September 30 $ ( 580 ) $ ( 564 ) $ 22 $ 16 $ ( 46 ) $ ( 59 ) $ ( 604 ) $ ( 607 )

The changes in Accumulated other comprehensive loss by component, including any tax impacts, for the nine months ended September 30, 2025 and 2024 are as follows:

Foreign currency translation Derivative contracts Pension and postretirement benefit plans Total

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The arrangements do not change the payable terms negotiated by the Company and our vendors, which range between net 30 and net 180 days, and does not result in a change in the classification of amounts due as Accounts payable in the Condensed Consolidated Balance Sheets.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 307 million and $ 311 million of the Company's outstanding Accounts payable as of June 30, 2025 and December 31, 2024, respectively.

Suppliers utilized the program to accelerate receipt of payment from these financial institutions for $ 301 million and $ 311 million of the Company's outstanding Accounts payable as of September 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.

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.

On January 14, 2025, Wabtec announced a definitive agreement to acquire Evident’s Inspection Technologies division (Inspection Technologies) for approximately $ 1.78 billion.

On July 1, 2025, Wabtec acquired 100 % ownership in Evident’s Inspection Technologies division ("Inspection Technologies") for approximately $ 1.788 billion.

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.

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

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.

Inspection Technologies reports within the Digital Intelligence product line of the Freight Segment.

The acquisition was funded with a combination of cash on hand, proceeds from the 2035 Notes, and borrowings under other sources of available liquidity.

The following table summarizes the preliminary fair value of the Inspection Technologies assets acquired and liabilities assumed:

Assets acquired

Cash and cash equivalents $ 44

Accounts receivable 73

Inventory 144

Other current assets 8

Property, plant and equipment 59

Other intangible assets 734

Other noncurrent assets 37

Total assets acquired 2,031

Liabilities assumed

Current liabilities 64

Noncurrent liabilities 179

Total liabilities assumed 243

Net assets acquired $ 1,788

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

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

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

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

Contingent liabilities assumed as part of the transaction were not material.

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

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

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

Approximately half of the purchased goodwill is expected to be deductible for tax purposes.

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

Also during the nine months ended September 30, 2025, the Freight Segment completed two additional acquisitions which were individually and collectively immaterial.

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.

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.

Both transactions are subject to customary closing conditions and regulatory approvals.

Both announced transactions are subject to customary closing conditions and regulatory approvals.

Transaction costs related to the completed and announced acquisitions for the three and nine months ended September 30, 2025, were approximately $ 9 million and $ 44 million, respectively, and are included in Selling, general, and administrative expenses.

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

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The components of inventory, net of reserves, were:

In millions June 30,

In millions September 30,

2025 December 31,

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Balance at December 31, 2024

$ 7,248 $ 1,462 $ 8,710

Additions/adjustments 949 — 949

Foreign currency impact 14 180 194

Balance at June 30, 2025 $ 7,291 $ 1,645 $ 8,936

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.

Balance at September 30, 2025

$ 8,211 $ 1,642 $ 9,853

As of September 30, 2025 and December 31, 2024, the Company’s trade names had a net carrying amount of $ 788 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

In millions Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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Total $ 4,587 $ ( 1,829 ) $ 2,758 $ 4,062 $ ( 1,723 ) $ 2,339

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.

At September 30, 2025, the weighted average remaining useful lives of backlog, customer relationships and acquired technology were 8 years, 16 years and 7 years, respectively.

The backlog intangible asset primarily consists of in-place long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation.

Amortization expense for intangible assets was $ 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 intangible assets was $ 77 million and $ 219 million for the three and nine months ended September 30, 2025, respectively, and $ 79 million and $ 224 million for the three and nine months ended September 30, 2024, respectively.

Amortization expense for the five succeeding years is estimated to be as follows:

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The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the Condensed Consolidated Balance Sheets.

Noncurrent contract assets were $ 191 million at June 30, 2025 and $ 170 million at December 31, 2024.

Noncurrent contract assets were $ 191 million at September 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.

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The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other long-term liabilities" on the Condensed Consolidated Balance Sheets.

Noncurrent contract liabilities were $ 203 million at June 30, 2025 and $ 389 million at December 31, 2024.

Noncurrent contract liabilities were $ 187 million at September 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.

Provisions for loss contracts were $ 85 million and $ 91 million at June 30, 2025 and December 31, 2024, respectively.

Provisions for loss contracts were $ 86 million and $ 91 million at September 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.

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:

The change in the carrying amount of contract assets and contract liabilities for the nine months ended September 30, 2025 and 2024 is as follows:

Contract Assets

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Foreign currency impact 20 ( 5 )

Balance at June 30

Balance at September 30

Contract Liabilities

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Foreign currency impact 36 —

Balance at June 30 $ 1,224 $ 1,049

Balance at September 30 $ 1,213 $ 975

The Company leases certain property, buildings and equipment.

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As most of the Company's leases do not provide a readily stated discount rate, the Company must estimate the rate to discount lease payments using its incremental borrowing rate.

Operating lease expense was $ 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.

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.

Operating lease expense was $ 19 million and $ 52 million for the three and nine months ended September 30, 2025, respectively, and $ 18 million and $ 50 million for the three and nine months ended September 30, 2024, respectively.

New operating leases of $ 82 million and $ 117 million were added during the three and nine months ended September 30, 2025, respectively, and $ 8 million and $ 40 million for the three and nine months ended September 30, 2024, respectively.

Wabtec does not have material financing leases, short-term or variable leases or sublease income.

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The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Weighted-average remaining lease term (years) 8.8 7.9

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Long-term debt consisted of the following:

Effective Interest Rate Face Value June 30, 2025 December 31, 2024

Effective Interest Rate Face Value September 30, 2025 December 31, 2024

In millions Book Value Fair Value 1

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5.6 % $ 750 743 776 — —

Other Borrowings 251 251 — —

Total 5,285 5,363 3,980 3,944

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Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense.

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.

As of September 30, 2025 and December 31, 2024, the Company had total combined unamortized discount and debt issuance costs of $ 27 million and $ 15 million, respectively.

Credit Agreements

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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.

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.

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").

During the third quarter of 2025, the remaining $ 250 million under the Term Loan Facility was drawn and utilized as part of funding for the Inspection Technologies acquisition.

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.

The Revolving Credit Facility matures on April 23, 2030.

The Term Loan Facility was fully drawn after June 30, 2025, and all borrowings under the Term Loan Facility mature on April 23, 2030.

Amounts borrowed and repaid under the Term Loan

Facility may not be reborrowed.

The Term Loan Facility was fully drawn at September 30, 2025, and all borrowings under the Term Loan Facility mature on April 23, 2030.

Amounts borrowed and repaid under the Term Loan Facility may not be reborrowed.

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.

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 %.

At September 30, 2025, the interest rate on the Term Loan Facility was 5.5 % and the interest rate on the undrawn Revolving Credit Facility was 5.4 %.

Obligations under the 2025 Credit Agreement have been guaranteed by certain of the Company’s subsidiaries.

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All terms are as defined in the 2025 Credit Agreement.

The Company was in compliance with all financial covenants in the 2025 Credit Agreement as of June 30, 2025.

The following table presents availability under the 2025 Credit Agreement at June 30, 2025:

The Company was in compliance with all financial covenants in the 2025 Credit Agreement as of September 30, 2025.

The following table presents availability under the 2025 Credit Agreement at September 30, 2025:

In millions Revolving Credit Facility Term Loan Facility Total

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Outstanding Borrowings — ( 725 ) ( 725 )

— ( 475 ) ( 475 )

Letters of Credit Under Credit Agreement — — —

Current Availability $ 2,000 $ — $ 2,000

$ 2,000 $ 250 $ 2,250

(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

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The 2034 Notes were issued at 100 % of face value and the Company recognized approximately $ 5 million of total deferred financing costs.

Interest on the 2034 Notes 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.

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.

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The Company maintains employee stock-based compensation plans for stock options, restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated (the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”).

The 2011 Plan has a term through May 10, 2027, and as of June 30, 2025, the number of shares available for future grants under the 2011 Plan was approximately 3.9 million shares.

The 2011 Plan has a term through May 10, 2027, and as of September 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”).

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.

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-based compensation expense was $ 24 million and $ 68 million for the three and nine months ended September 30, 2025, respectively, and $ 23 million and $ 57 million for the three and nine months ended September 30, 2024, respectively.

At September 30, 2025, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest was approximately $ 105 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.

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There were no stock options granted in the periods presented.

At June 30, 2025, there were 95,551 shares issuable pursuant to exercisable stock options.

At September 30, 2025, there were 92,925 shares issuable pursuant to exercisable stock options.

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.

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In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals, including a Relative Total Stockholder Return ("RTSR") modifier.

The RTSR modifier can increase or decrease the payment by 10 % or 20 % depending on plan year.

The RTSR modifier can increase or decrease the payment by 10 % or 20 % depending on the plan year.

Significant judgments and estimates are used in determining the estimated three-year performance, which is then used to estimate the total shares expected to vest over the three-year vesting cycle and corresponding expense based on the grant date fair value of the award.

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The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets.

As of 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.

As of September 30, 2025, the Company estimates that it will achieve 188 %, 200 % and 139 % 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.

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:

The following table summarizes the restricted stock, restricted stock unit and incentive stock unit activity and related information for the nine months ended September 30, 2025:

and Units Incentive

6 unchanged sentences

Canceled ( 20,785 ) ( 1,162 ) $ 140.81

Outstanding at June 30, 2025 602,603 785,850 $ 144.96

The overall effective tax rate for the three and six months ended June 30, 2025 was 24.8 % and 24.0 %, respectively.

The overall effective tax rate for the three and six months ended June 30, 2024 was 24.5 % and 24.1 %, respectively.

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.

Outstanding at September 30, 2025 604,468 852,863 $ 146.84

The following table presents the overall effective tax rate for the three and nine months ended September 30, 2025 and 2024:

3Q25 3Q24 3Q25 YTD 3Q24 YTD

Overall Effective Tax Rate 26.4 % 24.2 % 24.8 % 24.1 %

The year over year increase in the effective rate for the both the three and nine months ended September 30, 2025 was primarily driven by audit closures that occurred during the third quarter of 2024 and the jurisdictional mix of earnings.

Additionally, the year over year increase in the effective tax rate for the nine month period ended September 30, 2025 was impacted by non-deductible transaction related expenses.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

Among other provisions, this act includes permanently extending and modifying certain expiring provisions of the 2017 Tax Cuts and Jobs Act and immediate expensing of domestic research and development expenses.

The Company is evaluating the impacts of these provisions and does not expect the OBBBA to have a material impact on our consolidated financial statements.

EARNINGS PER SHARE

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

In millions, except per share data 2025 2024 2025 2024

10 unchanged sentences

Diluted $ 1.81 $ 1.63 $ 5.64 $ 4.80

The following table reconciles the changes in the Company’s product warranty reserve for the six months ended June 30, 2025 and 2024:

The following table reconciles the changes in the Company’s product warranty reserve for the nine months ended September 30, 2025 and 2024:

In millions 2025 2024

2 unchanged sentences

Warranty claim payments ( 82 ) ( 63 )

Acquisitions 2 —

Foreign currency impact/other 9 2

Balance at June 30

Balance at September 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.

The fair value of cash, cash equivalents and restricted cash approximated the carrying value at June 30, 2025 and December 31, 2024.

The fair value of cash, cash equivalents and restricted cash approximated the carrying value at September 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.

For the three and six months ended June 30, 2025 and 2024, the amounts reclassified into income were not material.

For the three and nine months ended September 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.

We conduct our business worldwide in U.S.

dollars and the functional currencies of our foreign subsidiaries, including euro, Indian rupee, British pound sterling, Australian dollars, Brazilian real, Kazakhstani tenge, and several other foreign currencies.

dollars and the functional currencies of our foreign subsidiaries, including euro, Indian rupee, British pound sterling, Australian dollars, Canadian dollars, Brazilian real, Kazakhstani tenge, and several other foreign currencies.

Changes in these foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S.

3 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.

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.

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 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) income, net.

The net gains and losses related to these contracts, except as described below, were not material for the three and nine months ended September 30, 2025 and 2024.

These contracts typically mature within one year .

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.

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.

For the three and six months ended June 30, 2025 these contracts resulted in a gain of $ 32 million.

In connection with the announced definitive agreements to acquire Dellner Couplers and Frauscher, the Company entered into foreign exchange contracts for a notional value of € 890 million to mitigate foreign currency exposure of the purchase price.

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 (expense) income, net.

For the three and nine months ended September 30, 2025 these contracts resulted in a net loss of $( 2 ) million and a net gain of $ 30 million, respectively.

Interest Rate Risk

3 unchanged sentences

During the first quarter of 2024, interest rate hedge contracts related to the 2034 Notes closed.

For the three and six months ended June 30, 2025 and 2024, the amounts reclassified into income were not material.

For the three and nine months ended September 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.

For the three and six months ended June 30, 2025 and 2024, the amounts recognized as income or expense were not material.

The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of June 30, 2025, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:

For the three and nine months ended September 30, 2025 and 2024, the amounts recognized as income or expense were not material.

The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy classification of the designated and non-designated hedges discussed in the above sections as of September 30, 2025, which are included in other current assets and liabilities on the Condensed Consolidated Balance Sheets:

Fair Value Gross Notional Amount

63 unchanged sentences

The amounts of depreciation and amortization disclosed by reportable segment are included within their respective segment expense captions, such as Cost of sales, Selling, general & administrative expenses and Amortization expense.

During the first quarter of 2025, Company Management determined that certain businesses within the Services product line would be better aligned with Management oversight in the Components product line.

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.

These changes were within the Freight Segment and had no impact on Total Freight Segment Sales, Gross profit, or Income from operations.

Segment financial information for the three months ended June 30, 2025 is as follows:

Segment financial information for the three months ended September 30, 2025 is as follows:

In millions Freight

17 unchanged sentences

Segment assets $ 15,471 $ 4,454 $ 1,602 $ 21,527

Segment financial information for the three months ended June 30, 2024 is as follows:

Segment financial information for the three months ended September 30, 2024 is as follows:

In millions Freight

17 unchanged sentences

Segment assets $ 13,259 $ 4,102 $ 1,283 $ 18,644

Segment financial information for the six months ended June 30, 2025 is as follows:

Segment financial information for the nine months ended September 30, 2025 is as follows:

In millions Freight

16 unchanged sentences

Capital expenditures $ 92 $ 36 $ 10 $ 138

Segment financial information for the six months ended June 30, 2024 is as follows:

Segment financial information for the nine months ended September 30, 2024 is as follows:

In millions Freight

18 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

In millions 2025 2024 2025 2024

9 unchanged sentences

Total Transit Segment $ 793 $ 733 $ 2,289 $ 2,130

OTHER INCOME, NET

The components of Other income, net are as follows:

OTHER (EXPENSE) INCOME, NET

The components of Other (expense) income, net are as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

In millions 2025 2024 2025 2024

Foreign currency loss $ ( 1 ) $ ( 6 ) $ ( 15 ) $ ( 11 )

Gain on mark-to-market derivatives 32 — 32 —

Equity (loss) income ( 3 ) 1 — 2

(Loss) gain on mark-to-market derivatives ( 2 ) — 30 —

Equity income 1 1 1 3

Expected return on pension assets/amortization 3 3 8 7

Other miscellaneous (expense) income, net ( 2 ) 2 ( 1 ) 1

Total Other income, net $ 24 $ 4 $ 22 $ 2

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.

For the three and six months ended June 30, 2025, these contracts resulted in a gain of $ 32 million.

Other miscellaneous expense, net ( 2 ) ( 1 ) ( 3 ) —

Total Other (expense) income, net $ ( 1 ) $ ( 3 ) $ 21 $ ( 1 )

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 (expense) income, net.

For the three and nine months ended September 30, 2025, these contracts resulted in a net loss of $( 2 ) million and a net gain of $ 30 million, respectively.

RESTRUCTURING

5 unchanged sentences

Amounts recorded to date are approximately $ 24 million, including amounts recorded during the fourth quarter 2024, and are primarily for employee-related costs.

Cash payments for the three and six months ended June 30, 2025 were not material.

Cash payments for the three and nine months ended September 30, 2025 were not material.

A summary of restructuring charges related to the Integration 3.0 initiative is as follows:

In millions Three Months Ended

June 30, Six Months Ended

June 30, 2025

September 30, 2025 Nine Months Ended

September 30, 2025

Freight Segment:

6 unchanged sentences

Total Transit Segment $ 1 $ 9

Selling, general and administrative expenses $ 2 $ 2

Total Integration 3.0 restructuring charges $ 4 $ 15

1 unchanged sentence

Wabtec is focused on exiting various low margin product offerings through Portfolio Optimization to improve profitability while reducing manufacturing complexity.

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.

Wabtec recorded net charges of approximately $ 3 million during the nine months ended September 30, 2025, and $ 8 million and $ 13 million during the three and nine months ended September 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 $ 147 million has been incurred to date.

There were no material charges or cash payments during the three and six months ended June 30, 2025.

Wabtec recorded charges of $ 4 million and $ 12 million for the three and six months ended June 30, 2024, respectively.

Cash payments made during the three and six months ended June 30, 2024 were $ 8 million and $ 30 million, respectively.

There were no material charges or cash payments during the three and nine months ended September 30, 2025.

Wabtec recorded charges of $ 10 million and $ 22 million for the three and nine months ended September 30, 2024, respectively.

Cash payments made during the three and nine months ended September 30, 2024 were approximately $ 5 million and $ 35 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.

What changed 10-Q

Item 1. Financial Statements