UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

____________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 033-90866

WESTINGHOUSE AIR BRAKE TECHNOLOGIES

CORPORATION

(Exact name of registrant as specified in its charter)

____________________________________


Delaware									25-1615902
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

30 Isabella Street Pittsburgh, Pennsylvania									15212
(Address of principal executive offices)									(Zip code)

412-825-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	WAB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Emerging growth company

☐

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of October ~~22, 2021,~~27, 2022, there were ~~186,821,013~~181,867,864 shares of common stock, par value $.01 per share, of the registrant outstanding.

WESTINGHOUSE AIR BRAKE

TECHNOLOGIES CORPORATION

September 30, ~~2021~~2022

FORM 10-Q

TABLE OF CONTENTS


		Page
	PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements - (Unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, ~~2021~~2022 and December 31, ~~2020~~2021	3
	Condensed Consolidated Statements of Income for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	4
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	6
	Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2724
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4342
Item 4.	Controls and Procedures	4342
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	4443
Item 1A.	Risk Factors	4443
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4443
Item 4.	Mine Safety Disclosures	44
Item 6.	Exhibits	4544
	Signatures	4645

PART I—FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


		Unaudited					Unaudited
In millions, except par value	In millions, except par value	September 30, 2021		December 31, 2020		In millions, except par value	September 30, 2022		December 31, 2021
Assets	Assets					Assets
Assets	Assets					Assets
Cash, cash equivalents and restricted cash		$	456.4	$	598.7
Cash and cash equivalents						Cash and cash equivalents	$	514	$	473
Accounts receivable	Accounts receivable	960.3		969.3		Accounts receivable	1,004		1,085
Unbilled accounts receivable	Unbilled accounts receivable	406.7		443.2		Unbilled accounts receivable	458		392
Inventories	Inventories	1,689.6		1,642.1		Inventories	2,023		1,689
Other current assets	Other current assets	247.1		226.5		Other current assets	200		193
Total current assets	Total current assets	3,760.1		3,879.8		Total current assets	4,199		3,832
Property, plant and equipment, net	Property, plant and equipment, net	1,509.0		1,601.6		Property, plant and equipment, net	1,402		1,497
Goodwill	Goodwill	8,604.7		8,485.2		Goodwill	8,361		8,587
Other intangible assets, net	Other intangible assets, net	3,779.8		3,869.2		Other intangible assets, net	3,410		3,705
Other noncurrent assets	Other noncurrent assets	698.3		618.7		Other noncurrent assets	890		833
Total noncurrent assets	Total noncurrent assets	14,591.8		14,574.7		Total noncurrent assets	14,063		14,622
Total Assets	Total Assets	$	18,351.9	$	18,454.5	Total Assets	$	18,262	$	18,454
Liabilities and Shareholders’ Equity	Liabilities and Shareholders’ Equity					Liabilities and Shareholders’ Equity
Liabilities	Liabilities					Liabilities
Accounts payable	Accounts payable	$	947.3	$	909.4	Accounts payable	$	1,206	$	1,012
Customer deposits	Customer deposits	556.9		642.7		Customer deposits	691		629
Accrued compensation	Accrued compensation	309.3		242.3		Accrued compensation	278		335
Accrued warranty	Accrued warranty	238.1		240.1		Accrued warranty	208		228
Current portion of long-term debt	Current portion of long-term debt	3.8		447.2		Current portion of long-term debt	251		2
Other accrued liabilities	Other accrued liabilities	756.2		744.6		Other accrued liabilities	694		704
Total current liabilities	Total current liabilities	2,811.6		3,226.3		Total current liabilities	3,328		2,910
Long-term debt	Long-term debt	4,067.2		3,792.2		Long-term debt	3,824		4,056
Accrued postretirement and pension benefits	Accrued postretirement and pension benefits	104.2		113.5		Accrued postretirement and pension benefits	63		77
Deferred income taxes	Deferred income taxes	184.7		168.4		Deferred income taxes	287		288
Contingent consideration	Contingent consideration	219.8		218.1		Contingent consideration	143		141
Other long term liabilities		773.2		783.3
Other long-term liabilities						Other long-term liabilities	692		743
Total Liabilities	Total Liabilities	8,160.7		8,301.8		Total Liabilities	8,337		8,215
Commitments and contingencies (Note 15)		0		0
Commitments and contingencies (Note 14)						Commitments and contingencies (Note 14)
Equity	Equity					Equity
Common stock, $.01 par value; 500.0 shares authorized: 226.9 and 226.9 shares issued and 186.8 and 188.9 outstanding at September 30, 2021 and December 31, 2020, respectively		2.0		2.0
Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued: 181.9 and 185.8 outstanding at September 30, 2022 and December 31, 2021, respectively						Common stock, $.01 par value; 500.0 shares authorized and 226.9 shares issued: 181.9 and 185.8 outstanding at September 30, 2022 and December 31, 2021, respectively	2		2
Additional paid-in capital	Additional paid-in capital	7,905.6		7,880.6		Additional paid-in capital	7,937		7,916
Treasury stock, at cost, 40.1 and 38.0 shares, at September 30, 2021 and December 31, 2020, respectively		(1,206.2)		(1,010.1)
Treasury stock, at cost, 45.0 and 41.1 shares, at September 30, 2022 and December 31, 2021, respectively						Treasury stock, at cost, 45.0 and 41.1 shares, at September 30, 2022 and December 31, 2021, respectively	(1,697)		(1,306)
Retained earnings	Retained earnings	3,887.8		3,588.9		Retained earnings	4,447		4,055
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(432.6)		(339.1)		Accumulated other comprehensive loss	(808)		(466)
Total Westinghouse Air Brake Technologies Corporation shareholders’ equity	Total Westinghouse Air Brake Technologies Corporation shareholders’ equity	10,156.6		10,122.3		Total Westinghouse Air Brake Technologies Corporation shareholders’ equity	9,881		10,201
Noncontrolling interest	Noncontrolling interest	34.6		30.4		Noncontrolling interest	44		38
Total Equity	Total Equity	10,191.2		10,152.7		Total Equity	9,925		10,239
Total Liabilities and Equity	Total Liabilities and Equity	$	18,351.9	$	18,454.5	Total Liabilities and Equity	$	18,262	$	18,454

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME


		Unaudited				Unaudited					Unaudited				Unaudited
		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
In millions, except per share data	In millions, except per share data	2021		2020		2021		2020		In millions, except per share data	2022		2021		2022		2021

Net sales:	Net sales:									Net sales:
Sales of goods	Sales of goods	$	1,489.1	$	1,543.6	$	4,562.2	$	4,540.5	Sales of goods	$	1,625	$	1,489	$	4,714	$	4,562
Sales of services	Sales of services	417.8		321.5		1,187.2		991.9		Sales of services	456		418		1,342		1,187
Total net sales	Total net sales	1,906.9		1,865.1		5,749.4		5,532.4		Total net sales	2,081		1,907		6,056		5,749
Cost of sales:	Cost of sales:									Cost of sales:
Cost of goods	Cost of goods	(1,075.5)		(1,109.9)		(3,368.2)		(3,327.1)		Cost of goods	(1,200)		(1,075)		(3,431)		(3,368)
Cost of services	Cost of services	(229.1)		(189.0)		(664.6)		(573.7)		Cost of services	(233)		(229)		(737)		(664)
Total cost of sales	Total cost of sales	(1,304.6)		(1,298.9)		(4,032.8)		(3,900.8)		Total cost of sales	(1,433)		(1,304)		(4,168)		(4,032)
Gross profit	Gross profit	602.3		566.2		1,716.6		1,631.6		Gross profit	648		603		1,888		1,717
Operating expenses:	Operating expenses:									Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	(269.0)		(252.7)		(766.5)		(712.9)		Selling, general and administrative expenses	(260)		(269)		(757)		(766)
Engineering expenses	Engineering expenses	(43.8)		(36.5)		(123.5)		(123.7)		Engineering expenses	(54)		(44)		(149)		(124)
Amortization expense	Amortization expense	(72.5)		(70.3)		(214.7)		(211.6)		Amortization expense	(73)		(73)		(218)		(215)
Total operating expenses	Total operating expenses	(385.3)		(359.5)		(1,104.7)		(1,048.2)		Total operating expenses	(387)		(386)		(1,124)		(1,105)
Income from operations	Income from operations	217.0		206.7		611.9		583.4		Income from operations	261		217		764		612
Other income and expenses:	Other income and expenses:									Other income and expenses:
Interest expense, net	Interest expense, net	(42.2)		(45.6)		(134.7)		(150.3)		Interest expense, net	(48)		(42)		(135)		(135)
Other income, net	Other income, net	0.5		14.3		25.0		5.8		Other income, net	4		—		15		25
Income before income taxes	Income before income taxes	175.3		175.4		502.2		438.9		Income before income taxes	217		175		644		502
Income tax expense	Income tax expense	(43.5)		(46.9)		(130.5)		(113.4)		Income tax expense	(54)		(43)		(162)		(130)
Net income	Net income	131.8		128.5		371.7		325.5		Net income	163		132		482		372
Less: Net (income) loss attributable to noncontrolling interest		(1.2)		(0.4)		(3.9)		1.0
Less: Net income attributable to noncontrolling interest										Less: Net income attributable to noncontrolling interest	(3)		(1)		(7)		(4)
Net income attributable to Wabtec shareholders	Net income attributable to Wabtec shareholders	$	130.6	$	128.1	$	367.8	$	326.5	Net income attributable to Wabtec shareholders	$	160	$	131	$	475	$	368

Earnings Per Common Share	Earnings Per Common Share									Earnings Per Common Share
Basic	Basic									Basic
Net income attributable to Wabtec shareholders	Net income attributable to Wabtec shareholders	$	0.69	$	0.67	$	1.95	$	1.71	Net income attributable to Wabtec shareholders	$	0.88	$	0.69	$	2.60	$	1.95
Diluted	Diluted									Diluted
Net income attributable to Wabtec shareholders	Net income attributable to Wabtec shareholders	$	0.69	$	0.67	$	1.95	$	1.71	Net income attributable to Wabtec shareholders	$	0.88	$	0.69	$	2.59	$	1.95

Weighted average shares outstanding	Weighted average shares outstanding									Weighted average shares outstanding
Basic	Basic	187.6		189.8		188.2		190.1		Basic	181.3		187.6		182.6		188.2
Diluted	Diluted	188.0		190.2		188.6		190.6		Diluted	181.9		188.0		183.1		188.6

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Unaudited Unaudited
Three Months Ended
September 30, Nine Months Ended
September 30,
In millions 2021 2020 2021 2020
Net income attributable to Wabtec shareholders $ 130.6 $ 128.1 $ 367.8 $ 326.5
Foreign currency translation (loss) gain (59.9) 53.8 (87.8) (98.4)
Unrealized (loss) gain on derivative contracts (0.4) 2.8 (7.8) 1.8
Unrealized gain (loss) on pension benefit plans and post-retirement benefit plans 4.4 (0.6) — (3.5)
Other comprehensive (loss) income before tax (55.9) 56.0 (95.6) (100.1)
Income tax (expense) benefit related to components of Other comprehensive (loss) income (0.9) (0.5) 2.1 0.4
Other comprehensive (loss) income, net of tax (56.8) 55.5 (93.5) (99.7)
Comprehensive income attributable to Wabtec shareholders $ 73.8 $ 183.6 $ 274.3 $ 226.8


	Unaudited				Unaudited
	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2022		2021		2022		2021

Net income attributable to Wabtec shareholders	$	160	$	131	$	475	$	368
Foreign currency translation loss	(170)		(60)		(352)		(88)
Unrealized gain (loss) on derivative contracts	—		—		3		(8)
Unrealized gain on pension benefit plans and post-retirement benefit plans	6		4		11		—
Other comprehensive loss before tax	(164)		(56)		(338)		(96)
Income tax (expense) benefit related to components of other comprehensive loss	(3)		(1)		(4)		2
Other comprehensive loss, net of tax	(167)		(57)		(342)		(94)
Comprehensive (loss) income attributable to Wabtec shareholders	$	(7)	$	74	$	133	$	274

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


		Unaudited					Unaudited
		Nine Months Ended September 30,					Nine Months Ended September 30,
In millions	In millions	2021		2020		In millions	2022		2021

Operating Activities	Operating Activities					Operating Activities
Net income	Net income	$	371.7	$	325.5	Net income	$	482	$	372
Adjustments to reconcile Net income to cash provided by (used for) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	368.6		353.3		Depreciation and amortization	359		368
Stock-based compensation expense	Stock-based compensation expense	34.2		17.6		Stock-based compensation expense	30		34
Below market intangible amortization	Below market intangible amortization	(36.2)		(67.9)		Below market intangible amortization	(39)		(36)
Net loss on disposal of property, plant and equipment	Net loss on disposal of property, plant and equipment	7.1		3.0		Net loss on disposal of property, plant and equipment	5		7
Changes in operating assets and liabilities, net of acquisitions	Changes in operating assets and liabilities, net of acquisitions					Changes in operating assets and liabilities, net of acquisitions
Accounts receivable and unbilled accounts receivable	Accounts receivable and unbilled accounts receivable	34.9		245.2		Accounts receivable and unbilled accounts receivable	(39)		35
Inventories	Inventories	(32.3)		7.8		Inventories	(401)		(32)
Accounts payable	Accounts payable	41.1		(203.4)		Accounts payable	232		41
Accrued income taxes	Accrued income taxes	28.9		17.9		Accrued income taxes	43		29
Accrued liabilities and customer deposits	Accrued liabilities and customer deposits	(11.0)		(76.3)		Accrued liabilities and customer deposits	37		(11)
Other assets and liabilities	Other assets and liabilities	(47.7)		(164.6)		Other assets and liabilities	(81)		(48)
Net cash provided by operating activities	Net cash provided by operating activities	759.3		458.1		Net cash provided by operating activities	628		759
Investing Activities	Investing Activities					Investing Activities
Purchase of property, plant and equipment	Purchase of property, plant and equipment	(78.5)		(98.7)		Purchase of property, plant and equipment	(82)		(78)
Proceeds from disposal of assets and businesses		8.3		19.1
Acquisitions of businesses, net of cash acquired	Acquisitions of businesses, net of cash acquired	(405.1)		(40.3)		Acquisitions of businesses, net of cash acquired	(69)		(405)
Proceeds from disposal of property, plant and equipment						Proceeds from disposal of property, plant and equipment	2		8
Net cash used for investing activities	Net cash used for investing activities	(475.3)		(119.9)		Net cash used for investing activities	(149)		(475)
Financing Activities	Financing Activities					Financing Activities
Proceeds from debt		4,328.6		2,936.0
Proceeds from debt, net of issuance costs						Proceeds from debt, net of issuance costs	4,567		4,329
Payments of debt	Payments of debt	(4,491.3)		(3,117.1)		Payments of debt	(4,474)		(4,491)
Repurchase of stock	Repurchase of stock	(200.3)		(105.3)		Repurchase of stock	(400)		(200)
Cash dividends	Cash dividends	(68.9)		(69.2)		Cash dividends	(83)		(69)
Other financing activities	Other financing activities	(1.4)		(5.2)		Other financing activities	(5)		(2)
Net cash used for financing activities	Net cash used for financing activities	(433.3)		(360.8)		Net cash used for financing activities	(395)		(433)
Effect of changes in currency exchange rates	Effect of changes in currency exchange rates	7.0		(22.3)		Effect of changes in currency exchange rates	(43)		6
Decrease in cash		(142.3)		(44.9)
Cash, cash equivalents and restricted cash, beginning of period		598.7		604.2
Cash, cash equivalents and restricted cash, end of period		$	456.4	$	559.3
Increase (decrease) in cash						Increase (decrease) in cash	41		(143)
Cash and cash equivalents, beginning of period						Cash and cash equivalents, beginning of period	473		599
Cash and cash equivalents, end of period						Cash and cash equivalents, end of period	$	514	$	456

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)


In millions, except per share data		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
Balance, December 31, 2020		226.9	$	2.0	$	7,880.6	(38.0)	$	(1,010.1)	$	3,588.9	$	(339.1)	$	30.4	$	10,152.7
Cash dividends ($0.12 dividend per share)		—	—		—		—	—		(23.0)		—		—		(23.0)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax		—	—		(5.4)		—	0.2		—		—		—		(5.2)
Stock based compensation		—	—		8.7		—	—		—		—		—		8.7
Net income		—	—		—		—	—		112.4		—		2.3		114.7
Other comprehensive loss, net of tax		—	—		—		—	—		—		(69.9)		—		(69.9)
Stock repurchase		—	—		—		—	(1.2)		—		—		—		(1.2)
Other		—	—		—		—	—		—		—		0.3		0.3
Balance, March 31, 2021		226.9	$	2.0	$	7,883.9	(38.0)	$	(1,011.1)	$	3,678.3	$	(409.0)	$	33.0	$	10,177.1
Cash dividends ($0.12 dividend per share)		—	—		—		—	—		(23.0)		—		—		(23.0)
In millions																		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
Balance, December 31, 2021																		Balance, December 31, 2021	226.9	$	2	$	7,916	(41.1)	$	(1,306)	$	4,055	$	(466)	$	38	$	10,239
Cash dividends ($0.15 dividend per share)																		Cash dividends ($0.15 dividend per share)	—	—		—		—	—		(28)		—		—		(28)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		(1.1)		0.1	2.5		—		—		—		1.4		Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		(9)		0.2	5		—		—		—		(4)
Stock based compensation	Stock based compensation	—	—		13.9		—	—		—		—		—		13.9		Stock based compensation	—	—		10		—	—		—		—		—		10
Net income	Net income	—	—		—		—	—		124.8		—		0.4		125.2		Net income	—	—		—		—	—		149		—		1		150
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—	—		—		—	—		—		33.2		—		33.2		Other comprehensive income, net of tax	—	—		—		—	—		—		17		—		17
Stock repurchase																		Stock repurchase	—	—		—		(3.1)	(296)		—		—		—		(296)

Balance, June 30, 2021		226.9	$	2.0	$	7,896.7	(37.9)	$	(1,008.6)	$	3,780.1	$	(375.8)	$	33.4	$	10,327.8
Cash dividends ($0.12 dividend per share)		—	—		—		—	—		(22.9)		—		—		(22.9)
Balance, March 31, 2022																		Balance, March 31, 2022	226.9	$	2	$	7,917	(44.0)	$	(1,597)	$	4,176	$	(449)	$	39	$	10,088
Cash dividends ($0.15 dividend per share)																		Cash dividends ($0.15 dividend per share)	—	—		—		—	—		(27)		—		—		(27)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		0.8		0.1	1.5		—		—		—		2.3		Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		(1)		0.1	4		—		—		—		3
Stock based compensation	Stock based compensation	—	—		8.1		—	—		—		—		—		8.1		Stock based compensation	—	—		10		—	—		—		—		—		10
Net income	Net income	—	—		—		—	—		130.6		—		1.2		131.8		Net income	—	—		—		—	—		166		—		3		169
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	—	—		—		—	—		—		(56.8)		—		(56.8)		Other comprehensive loss, net of tax	—	—		—		—	—		—		(192)		—		(192)
Stock repurchase	Stock repurchase	—	—		—		(2.3)	(199.1)		—		—		—		(199.1)		Stock repurchase	—	—		—		(1.1)	(103)		—		—		—		(103)

Balance, September 30, 2021		226.9	$	2.0	$	7,905.6	(40.1)	$	(1,206.2)	$	3,887.8	$	(432.6)	$	34.6	$	10,191.2
Balance, June 30, 2022																		Balance, June 30, 2022	226.9	$	2	$	7,926	(45.0)	$	(1,696)	$	4,314	$	(641)	$	42	$	9,947
Cash dividends ($0.15 dividend per share)																		Cash dividends ($0.15 dividend per share)	—	—		—		—	—		(28)		—				(28)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax																		Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		1		—	—		—		—		—		1
Stock based compensation																		Stock based compensation	—	—		10		—	—		—		—		—		10
Net income																		Net income	—	—		—		—	—		160		—		3		163
Other comprehensive loss, net of tax																		Other comprehensive loss, net of tax	—	—		—		—	—		—		(167)		—		(167)
Stock repurchase																		Stock repurchase	—	—		—		—	(1)		—		—		—		(1)

Balance, September 30, 2022																		Balance, September 30, 2022	226.9	$	2	$	7,937	(45.0)	$	(1,697)	$	4,447	$	(808)	$	44	$	9,925

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

~~WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION~~

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ~~(CONTINUED)~~

(Unaudited)
In millions, except per share data 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
Balance, December 31, 2019 226.9 $ 2.0 $ 7,877.2 (35.3) $ (807.1) $ 3,267.0 $ (382.6) $ 37.1 $ 9,993.6
Cash dividends ($0.12 dividend per share) — — — — — (23.0) — — (23.0)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — (7.9) 0.2 2.2 — — — (5.7)
Stock based compensation — — 10.0 — — — — — 10.0
Net income (loss) — — — — — 111.6 — (0.4) 111.2
Other comprehensive loss, net of tax — — — — — — (178.0) — (178.0)
Stock repurchase — — — (1.6) (105.3) — — — (105.3)
Other — — (4.3) — — — — (0.8) (5.1)
Balance, March 31, 2020 226.9 $ 2.0 $ 7,875.0 (36.7) $ (910.2) $ 3,355.6 $ (560.6) $ 35.9 $ 9,797.7
Cash dividends ($0.12 dividend per share) — — — — — (23.4) — — (23.4)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — (0.6) 0.1 0.9 — — — 0.3
Stock based compensation — — (2.7) — — — — — (2.7)
Net income (loss) — — — — — 86.8 — (1.0) 85.8
Other comprehensive income, net of tax — — — — — — 22.8 — 22.8
Other — — — — — — — 0.1 0.1
Balance, June 30, 2020 226.9 $ 2.0 $ 7,871.7 (36.6) $ (909.3) $ 3,419.0 $ (537.8) $ 35.0 $ 9,880.6
Cash dividends ($0.12 dividend per share) — — — — — (22.8) — — (22.8)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax — — 0.4 — (0.1) — — — 0.3
Stock based compensation — — 10.2 — — — — — 10.2
Net income — — — — — 128.0 — 0.5 128.5
Other comprehensive income, net of tax — — — — — — 55.6 — 55.6
Balance, September 30, 2020 226.9 $ 2.0 $ 7,882.3 (36.6) $ (909.4) $ 3,524.2 $ (482.2) $ 35.5 $ 10,052.4


In millions, except per share data	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
Balance, December 31, 2020	226.9	$	2	$	7,881	(38.0)	$	(1,010)	$	3,589	$	(339)	$	30	$	10,153
Cash dividends ($0.12 dividend per share)	—	—		—		—	—		(23)		—		—		(23)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		(6)		—	—		—		—		—		(6)
Stock based compensation	—	—		9		—	—		—		—		—		9
Net income	—	—		—		—	—		112		—		3		115
Other comprehensive loss, net of tax	—	—		—		—	—		—		(70)		—		(70)
Stock repurchase	—	—		—		—	(1)		—		—		—		(1)
Balance, March 31, 2021	226.9	$	2	$	7,884	(38.0)	$	(1,011)	$	3,678	$	(409)	$	33	$	10,177
Cash dividends ($0.12 dividend per share)	—	—		—		—	—		(23)		—		—		(23)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		(1)		0.1	2		—		—		—		1
Stock based compensation	—	—		14		—	—		—		—		—		14
Net income	—	—		—		—	—		125		—		—		125
Other comprehensive income, net of tax	—	—		—		—	—		—		33		—		33

Balance, June 30, 2021	226.9	$	2	$	7,897	(37.9)	$	(1,009)	$	3,780	$	(376)	$	33	$	10,327
Cash dividends ($0.12 dividend per share)	—	—		—		—	—		(23)		—		—		(23)
Proceeds from treasury stock issued from the exercise of stock options and other benefit plans, net of tax	—	—		1		0.1	2		—		—		—		3
Stock based compensation	—	—		8		—	—		—		—		—		8
Net income	—	—		—		—	—		131		—		1		132
Other comprehensive loss, net of tax	—	—		—		—	—		—		(57)		—		(57)
Stock repurchase	—	—		—		(2.3)	(199)		—		—		—		(199)
Balance, September 30, 2021	226.9	$	2	$	7,906	(40.1)	$	(1,206)	$	3,888	$	(433)	$	34	$	10,191

The accompanying notes are an integral part of these statements.

WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, ~~2021~~2022 (UNAUDITED)

1. BUSINESS

Westinghouse Air Brake Technologies Corporation (“Wabtec” or the "Company") is one of the world’s largest providers of ~~locomotives,~~ value-added, technology-based locomotives, equipment, systems, and services for the global freight rail and passenger transit ~~industries.~~industries, as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. ~~Many of our~~Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In the first nine months of ~~2021,~~2022, approximately ~~58%~~55% of the Company’s ~~revenues~~net sales came from customers outside the United States.

2. ACCOUNTING POLICIES

Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America and the rules and regulations of the Securities and Exchange Commission and include the accounts of Wabtec and its subsidiaries in which Wabtec has a controlling interest. These condensed consolidated interim financial statements do not include all of the information and footnotes required for complete financial statements. In management’s opinion, these financial statements reflect all adjustments of a normal, recurring nature necessary for a fair presentation of the results for the interim periods presented. Certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation.

Results for these interim periods are not necessarily indicative of results to be expected for the full year particularly in light of the ongoing COVID-19 pandemic, ~~that is continuing~~supply chain disruptions, labor availability, broad-based inflation, and the impacts resulting from Russia's invasion of Ukraine. These factors continue to impact our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our ~~operations and~~operations. We are unable to reasonably predict the full impact of these factors due to the high degree of uncertainty regarding ~~the pandemic's~~their duration and severity, ~~availability and effectiveness of vaccines, impact of variants of the disease, actions to control it, and the~~their potential impact on global economic activity, and the impact that current and new sanctions may have on our business, global supply chain operations and our customers, suppliers, and end-markets.

For the year ended December 31, 2021, Wabtec had earnings of approximately $40 million attributable to customers in Russia, while earnings from customers in Ukraine and Belarus were not significant. As of September 30, 2022, Wabtec had approximately $16 million of assets related to Russian operations, which were primarily cash and inventory. Assets related to Ukraine and Belarus operations are not significant.

The Company operates on a four-four-five week accounting quarter, and the quarters end on or about March 31, June 30, September 30, and December 31.

The notes included herein should be read in conjunction with the audited consolidated financial statements included in Wabtec’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. The December 31, ~~2020~~2021 information has been derived from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Use of Estimates The preparation of financial statements in conformity with GAAP in the United States requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from the estimates. On an ongoing basis, management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.

Revenue Recognition A majority of the Company’s revenues are derived from performance obligations that are satisfied at a point in time when control passes to the customer. The remaining revenues are earned over time. Generally, for performance obligations satisfied at a point in time control passes at the time of shipment in accordance with agreed upon delivery terms.

The Company also has long-term customer agreements involving the design and production of highly engineered products that require revenue to be recognized over time because these products have no alternative use without significant economic loss and the agreements contain an enforceable right to payment including a reasonable profit margin from the customer in the event of contract termination. Additionally, the Company has customer agreements involving the creation or enhancement of an asset that the customer controls which also require revenue to be recognized over time. Generally, the Company uses an input method for determining the amount of revenue, cost and gross margin to recognize over time for these customer agreements. The input methods used for these agreements include costs of material and labor, both of which give an accurate representation of the progress made toward complete satisfaction of a particular performance obligation. Contract

revenues and cost estimates are reviewed and revised periodically ~~through~~throughout the year and adjustments are reflected in the accounting period as such amounts are determined.

Due to the nature of work required to be performed on the Company’s long-term projects, the estimation of total revenue and cost at completion is subject to many variables and requires significant judgment. Contract estimates related to long-term projects are based on various assumptions to project the outcome of future events that could span several years. These assumptions include cost of materials; labor availability and productivity; complexity of the work to be performed; and the

performance of suppliers, customers and subcontractors that may be associated with the contract. We have a disciplined process where management reviews the progress of long term-projects periodically throughout the year. As part of this process, management reviews information including key contract matters, progress towards completion, identified risks and opportunities and any other information that could impact the Company’s estimates of revenue and costs. After completing this analysis, any adjustments to net sales, cost of goods sold, and the related impact to operating income are recognized as necessary in the period they become known.

Generally, the Company’s revenue contains a single performance obligation for each distinct good or service; however, a single contract may have multiple performance obligations comprising multiple promises to customers. When there are multiple performance obligations, revenue is allocated based on the relative stand-alone selling price. Pricing is defined in our contracts on a line item basis and includes an estimate of variable consideration when required by the terms of the individual customer contract. Types of variable consideration the Company typically has include volume discounts, prompt payment discounts, liquidating damages and performance bonuses. Sales returns and allowances are also estimated and recognized in the same period the related revenue is recognized, based upon the Company’s experience.

Remaining performance obligations represent the transaction price of firm customer orders subject to standard industry cancellation provisions and substantial scope-of-work adjustments. As of September 30, ~~2021,~~2022, the Company's remaining performance obligations were ~~$21.1~~approximately $22.2 billion. The Company expects to recognize revenue of approximately 25% of the remaining performance obligations over the next 12 months, with the remainder recognized thereafter.

Revolving Receivables Program ~~In May 2020, the~~The Company ~~entered into~~utilizes a revolving ~~agreement~~facility to ~~transfer up to $150 million of~~sell certain receivables of ~~certain subsidiaries of~~ the Company and certain of its subsidiaries (the "Originators") ~~through~~. The Originators contribute receivables to our bankruptcy-remote subsidiary, which sells the receivables to a financial institution on a recurring basis in exchange for cash equal to the gross receivables ~~transferred.~~sold. During the third quarter of 2022, the Company amended its revolving receivables facility to increase the amount of certain receivables that can be sold to such financial institution from $200 million to up to $350 million. The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company. ~~During the first quarter of 2021, the Company amended its revolving agreement to increase the amount of certain receivables that can be transferred from $150 million to $200 million.~~ As customers pay their balances, we transfer additional receivables into the program, ~~resulting~~which results in our gross receivables sold exceeding ~~net cash flow impacts (e.g., collect and reinvest).~~collections reinvested for any applicable period. The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary, which ~~held~~holds additional receivables ~~of $284.8 million at September 30, 2021~~ that are pledged as collateral under this facility. The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement. Neither the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.

At September 30, 2022 and 2021 the bankruptcy-remote subsidiary held receivables of $634 million and $285 million, respectively. The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables. No obligation was recorded at September 30, 2022 or 2021 as the estimated expected credit losses on receivables sold is insignificant. Our maximum exposure to ~~loss~~losses related to these receivables transferred is limited to the amount outstanding. The Company has agreed to guarantee the performance of the Originators respective obligations under the revolving agreement. None of the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.

The following table sets forth a summary of receivables sold:


In millions	In millions	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		In millions	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
Gross receivables sold/cash proceeds received	Gross receivables sold/cash proceeds received	$	959.1	$	583.0	Gross receivables sold/cash proceeds received	$	1,281	$	959
Collections reinvested under revolving agreement		874.9		485.5
Collections reinvested under revolving receivables agreement						Collections reinvested under revolving receivables agreement	(1,076)		(875)
Net cash proceeds received	Net cash proceeds received	$	84.2	$	97.5	Net cash proceeds received	$	205	$	84

Depreciation Expense Depreciation of property, plant and equipment related to the manufacturing of products or services provided is included in Cost of goods or Cost of services. Depreciation of other property, plant and equipment that is not attributable to the manufacturing of products or services provided is included in Selling, general and administrative expenses or Engineering ~~expense~~expenses depending on how the property, plant and equipment is used.

Goodwill and Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized. Other intangibles (with definite lives) are amortized on a straight-line basis over their estimated economic lives. Amortizable

intangible assets are reviewed for impairment when indicators of impairment are present. The Company tests goodwill and indefinite-lived intangible assets for impairment at the reporting unit level and at least annually. The Company performs its annual impairment test during the fourth quarter after the annual forecasting process is completed, and also tests for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Periodically, management of the Company assesses whether or not an indicator of impairment is present that would necessitate an impairment analysis to be performed.

Accounting Standards Recently ~~Adopted~~Issued In ~~December 2019,~~September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2019-12, “Income Taxes: Simplifying the Accounting for Income Taxes.”~~2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Obligations. The

amendments in this update ~~simplify~~outline specific quantitative and qualitative disclosure requirements for entities that use supplier finance programs in connection with the ~~accounting for certain income tax transactions~~purchase of goods or services. The amendments in this update do not affect the recognition, measurement, or financial statement presentation of obligations covered by ~~removing specific exceptions to the general principles~~supplier finance programs. The amendments in ~~Accounting Standards Codification ("ASC") 740, "Income Taxes." This guidance is~~this update will be effective for ~~fiscal years~~Wabtec's reporting periods beginning January 1, 2023 and will require increased interim and annual disclosures be provided on current and comparable reporting periods presented in annual and interim company filings.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update provide specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination and address how to determine whether a contract liability is recognized by the acquirer in a business combination. The amendments in this update will be effective for Wabtec on January 1, 2023 and will be applied prospectively to business combinations occurring on or after ~~December 15, 2020 with early adoption permitted. The adoption of this standard did not have a material impact on~~ the ~~Company's consolidated financial statements.~~effective date.

Accumulated Other Comprehensive ~~Income (Loss)~~Loss Comprehensive income (loss) 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, ~~net of~~including any tax impacts, for the three months ended September 30, 2022 and 2021 are as follows:
In millions Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total
Balance at June 30, 2021 $ (288.1) $ (3.1) $ (84.6) $ (375.8)
Other comprehensive (loss) income before reclassifications (59.9) (0.3) 2.7 (57.5)
Amounts reclassified from Accumulated other comprehensive loss — — 0.7 0.7
Other comprehensive (loss) income, net (59.9) (0.3) 3.4 (56.8)
Balance at September 30, 2021 $ (348.0) $ (3.4) $ (81.2) $ (432.6)


	Foreign currency translation				Derivative contracts				Pension and postretirement benefit plans				Total
In millions	2022		2021		2022		2021		2022		2021		2022		2021
Balance at June 30	$	(578)	$	(288)	$	(2)	$	(3)	$	(61)	$	(85)	$	(641)	$	(376)


Other comprehensive (loss) income, net	(170)		(60)		—		—		3		3		(167)		(57)
Balance at September 30	$	(748)	$	(348)	$	(2)	$	(3)	$	(58)	$	(82)	$	(808)	$	(433)

The changes in Accumulated other comprehensive loss by component, ~~net of~~including any tax ~~for the three months ended September 30, 2020 are as follows:~~
In millions Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total
Balance at June 30, 2020 $ (460.8) $ (4.1) $ (72.9) $ (537.8)
Other comprehensive income (loss) before reclassifications 53.8 2.2 (1.1) 54.9
Amounts reclassified from Accumulated other comprehensive loss — — 0.7 0.7
Other comprehensive income (loss), net 53.8 2.2 (0.4) 55.6
Balance at September 30, 2020 $ (407.0) $ (1.9) $ (73.3) $ (482.2)

~~The changes in Accumulated other comprehensive loss by component, net of tax,~~impacts, for the nine months ended September 30, 2022 and 2021 are as follows:
In millions Foreign currency translation Derivative contracts Pension and post retirement benefit plans Total
Balance at December 31, 2020 $ (260.2) $ 2.4 $ (81.3) $ (339.1)
Other comprehensive loss before reclassifications (87.8) (5.8) (2.1) (95.7)
Amounts reclassified from Accumulated other comprehensive loss — — 2.2 2.2
Other comprehensive (loss) income, net (87.8) (5.8) 0.1 (93.5)
Balance at September 30, 2021 $ (348.0) $ (3.4) $ (81.2) $ (432.6)

~~The changes in Accumulated other comprehensive loss by component, net of tax, for the nine months ended September 30, 2020 are as follows:~~


											Foreign currency translation				Derivative contracts				Pension and postretirement benefit plans				Total
In millions	In millions	Foreign currency translation		Derivative contracts		Pension and post retirement benefit plans		Total		In millions	2022		2021		2022		2021		2022		2021		2022		2021
Balance at December 31, 2019		$	(308.6)	$	(3.3)	$	(70.7)	$	(382.6)
Balance at beginning of year										Balance at beginning of year	$	(396)	$	(260)	$	(5)	$	3	$	(65)	$	(82)	$	(466)	$	(339)
Other comprehensive (loss) income before reclassifications	Other comprehensive (loss) income before reclassifications	(98.4)		1.4		(4.8)		(101.8)		Other comprehensive (loss) income before reclassifications	(352)		(88)		3		(6)		6		(2)		(343)		(96)
Amounts reclassified from Accumulated other comprehensive loss	Amounts reclassified from Accumulated other comprehensive loss	—		—		2.2		2.2		Amounts reclassified from Accumulated other comprehensive loss	—		—		—		—		1		2		1		2
Other comprehensive (loss) income, net	Other comprehensive (loss) income, net	(98.4)		1.4		(2.6)		(99.6)		Other comprehensive (loss) income, net	(352)		(88)		3		(6)		7		—		(342)		(94)
Balance at September 30, 2020		$	(407.0)	$	(1.9)	$	(73.3)	$	(482.2)
Balance at September 30										Balance at September 30	$	(748)	$	(348)	$	(2)	$	(3)	$	(58)	$	(82)	$	(808)	$	(433)

Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other income, net" with the tax impact recognized in "Income tax expense."

3. ACQUISITIONS

Nordco

On March 31, 2021, the Company acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment. Nordco's products and services portfolio includes mobile railcar movers and ultrasonic rail flaw detection technologies. The purchase price paid for 100% ownership of Nordco was approximately $410 million.

The following table summarizes the ~~preliminary~~ fair value of the Nordco assets acquired and liabilities assumed:


In millions
Assets acquired
Cash and cash equivalents	$	~~5.1~~5
Accounts receivable	~~22.5~~23
Inventory	~~34.3~~34
Other current assets	~~1.7~~2
Property, plant and equipment	~~16.6~~17
Goodwill	~~214.1~~215
Other intangible assets	~~167.6~~168
Other noncurrent assets	~~13.6~~12
Total assets acquired	~~475.5~~476
Liabilities assumed
Current liabilities	~~19.1~~20
Noncurrent liabilities	~~46.2~~46
Total liabilities assumed	~~65.3~~66
Net assets acquired	$	~~410.2~~410

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 intangibles. 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. These estimates are preliminary in nature and subject to adjustments, which could be material, as the Company has not completed its valuation of assets acquired and liabilities assumed. Any necessary adjustments will be finalized within one year from the date of acquisition; adjustments to date have not been significant. Intangible assets acquired include customer relationships and ~~intellectual property~~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.

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. The purchased goodwill is not expected to be deductible for tax purposes. The results of this business since the date of acquisition are reported within the ~~Freight segment~~

~~and the~~ Services product ~~line.~~line of the Freight Segment. The ~~pro-forma~~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.

During the second quarter of 2022 the Company made two strategic acquisitions for a combined purchase price of $69 million within the Digital Electronics product line of the Freight Segment which are individually and collectively immaterial. The Company also made acquisitions in prior periods not listed above which are individually and collectively immaterial.

4. INVENTORIES

The components of inventory, net of reserves, were:


In millions	In millions	September 30, 2021		December 31, 2020		In millions	September 30, 2022		December 31, 2021
Raw materials	Raw materials	$	725.5	$	669.4	Raw materials	$	856	$	757
Work-in-progress	Work-in-progress	342.0		339.4		Work-in-progress	534		316
Finished goods	Finished goods	622.1		633.3		Finished goods	633		616
Total inventories	Total inventories	$	1,689.6	$	1,642.1	Total inventories	$	2,023	$	1,689

5. GOODWILL AND INTANGIBLE ASSETS

The change in the carrying amount of goodwill by segment ~~for the nine months ended September 30, 2021~~ is as follows:
In millions Freight Segment Transit Segment Total
Balance at December 31, 2020 $ 6,872.2 $ 1,613.0 $ 8,485.2
Additions 214.1 — 214.1
Foreign currency impact (9.3) (85.3) (94.6)
Balance at September 30, 2021 $ 7,077.0 $ 1,527.7 $ 8,604.7


In millions	Freight Segment		Transit Segment		Total
Balance at December 31, 2021	$	7,073	$	1,514	$	8,587
Additions/adjustments	24		(2)		22
Foreign currency impact	(40)		(208)		(248)
Balance at September 30, 2022	$	7,057	$	1,304	$	8,361

As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company’s trade names had a net carrying amount of ~~$646.9~~$568 million and ~~$650.7~~$635 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 has assigned a useful life of 5 years.

Intangible assets of the Company, other than goodwill and trade names, consist of the following:
In millions September 30,
2021 December 31,
2020
Intellectual property, patents, and other intangibles, net of accumulated amortization of $301.1 and $223.7 $ 988.6 $ 1,007.6
Backlog, net of accumulated amortization of $285.5 and $206.9 1,142.7 1,224.7
Customer relationships, net of accumulated amortization of $319.3 and $276.3 1,001.6 986.2
Total $ 3,132.9 $ 3,218.5


In millions	September 30, 2022		December 31, 2021
Backlog, net of accumulated amortization of $391 and $309	$	1,035	$	1,114
Customer relationships, net of accumulated amortization of $359 and $331	904		979
Acquired technology, net of accumulated amortization of $412 and $334	903		977
Total	$	2,842	$	3,070

~~The~~At September 30, 2022 the weighted average remaining useful ~~life~~lives of backlog, ~~intellectual property,~~ customer relationships and ~~other intangible assets~~acquired technology were ~~12 years, 11~~10 years, 16 years and 89 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 in 2019. Amortization expense for intangible assets was ~~$72.5~~$73 million and ~~$214.7~~$218 million for the three and nine months ended September 30, ~~2021,~~2022, respectively, and ~~$70.3~~$73 million and ~~$211.6~~$215 million for the three and nine months ended September 30, ~~2020,~~2021, respectively.

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


In millions	In millions			In millions
Remainder of 2021		$	72.9
2022		290.2
Remainder of 2022				Remainder of 2022	$	73
2023	2023	289.5		2023	$	291
2024	2024	280.0		2024	$	282
2025	2025	277.4		2025	$	265
2026	2026	273.6		2026	$	261

6. CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets include unbilled amounts resulting from sales under long-term contracts where revenue is recognized over time and revenue exceeds the amount that can be billed to the customer based on the terms of the contract. The current portion of the contract assets are classified as current assets under the caption “Unbilled accounts receivable” while the noncurrent contract assets are classified as other assets under the caption "Other noncurrent assets" on the consolidated balance ~~sheet.~~sheets. Noncurrent contract assets were ~~$149.4~~$198 million at September 30, ~~2021~~2022 and ~~$101.0~~$153 million at December 31, ~~2020.~~2021. Included in noncurrent contract assets are certain costs that are specifically related to a contract but do not directly contribute to the transfer of control of the tangible product being created, such as non-recurring engineering costs. The Company has elected to use the practical expedient and does not consider unbilled amounts anticipated to be paid within one year as significant financing components.

Contract liabilities include customer deposits that are made prior to the incurrence of costs related to a newly agreed upon contract and advanced customer payments that are in excess of revenue recognized. The current portion of contract liabilities are classified as current liabilities under the caption “Customer deposits” while the noncurrent contract liabilities are classified as noncurrent liabilities under the caption "Other ~~long term~~long-term liabilities" on the consolidated balance ~~sheet.~~sheets. Noncurrent contract liabilities were ~~$83.1~~$79 million at September 30, ~~2021~~2022 and ~~$79.6~~$88 million at December 31, ~~2020.~~2021. 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 ~~$119.8~~$110 million and ~~$108.9~~$107 million at September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These provisions for estimated losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the consolidated balance sheets.

The change in the carrying amount of contract assets and contract liabilities for the nine months ended September 30, ~~2021~~2022 and ~~2020~~2021 is as follows:


		Contract Assets					Contract Assets
In millions	In millions	2021		2020		In millions	2022		2021
Balance at beginning of year	Balance at beginning of year	$	544.2	$	623.4	Balance at beginning of year	$	545	$	544
Acquisitions	Acquisitions	—		4.1		Acquisitions	28		—
Recognized in current year	Recognized in current year	441.6		759.2		Recognized in current year	463		442
Reclassified to accounts receivable	Reclassified to accounts receivable	(423.5)		(868.7)		Reclassified to accounts receivable	(344)		(424)
Foreign currency impact	Foreign currency impact	(6.2)		(0.7)		Foreign currency impact	(36)		(6)
Balance at September 30	Balance at September 30	$	556.1	$	517.3	Balance at September 30	$	656	$	556

		Contract Liabilities					Contract Liabilities
In millions	In millions	2021		2020		In millions	2022		2021
Balance at beginning of year	Balance at beginning of year	$	831.2	$	799.7	Balance at beginning of year	$	824	$	832
Acquisitions	Acquisitions	1.7		6.9		Acquisitions	12		2
Recognized in current year	Recognized in current year	477.0		589.1		Recognized in current year	768		477
Amounts in beginning balance reclassified to revenue	Amounts in beginning balance reclassified to revenue	(387.2)		(430.0)		Amounts in beginning balance reclassified to revenue	(348)		(387)
Current year amounts reclassified to revenue	Current year amounts reclassified to revenue	(154.3)		(152.6)		Current year amounts reclassified to revenue	(343)		(154)
Foreign currency impact	Foreign currency impact	(8.6)		(3.3)		Foreign currency impact	(33)		(10)
Balance at September 30	Balance at September 30	$	759.8	$	809.8	Balance at September 30	$	880	$	760

7. LEASES

The Company leases certain property, buildings and ~~equipment under finance and operating leases.~~equipment. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments. Many of the Company's leases include rental escalation clauses, renewal options, and/or termination options that are factored into our determination of lease payments when appropriate. The Company does not separate lease and non-lease ~~components contracts.~~components. The right-of-use assets are classified as ~~non-current~~noncurrent and included within the caption "Other noncurrent assets" on the consolidated balance sheets. The current portion of lease liabilities are classified under the caption "Other accrued liabilities," while the noncurrent portion of lease liabilities are classified under the caption "Other ~~long term~~long-term liabilities" on the consolidated balance sheets.

Operating lease expense was $15 million and $44 million for the three and nine months ended September 30, 2022, respectively, and $16 million and $44 million for the three and nine months ended September 30, 2021, respectively. New operating leases of $34 million and $58 million were added during the three and nine months ended September 30, 2022, respectively. Wabtec does not have material financing leases, short-term or variable leases or sublease income.

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. The Company has established discount rates by geographic region ranging from 1% to 9%.

~~The components of lease expense are as follows:~~

Three Months Ended September 30, Nine Months Ended September 30,
In millions 2021 2020 2021 2020
Operating lease expense $ 15.3 $ 14.1 $ 43.8 $ 42.9
Finance lease expense amortization of leased assets 0.2 0.3 0.4 0.9
Short-term and variable lease expense 0.1 — 0.4 0.1
Sublease income (0.1) (0.1) (0.3) (0.3)
Total $ 15.5 $ 14.3 $ 44.3 $ 43.6

Scheduled payments of lease liabilities are as follows:


In millions	In millions	Operating Leases		Finance Leases		Total		In millions	Operating Leases
Remaining 2021		$	15.4	$	0.2	$	15.6
2022		58.1		0.8		58.9
Remaining 2022								Remaining 2022	$	14
2023	2023	51.9		0.5		52.4		2023	56
2024	2024	46.9		0.3		47.2		2024	50
2025	2025	40.3		0.2		40.5		2025	43
2026								2026	36
Thereafter	Thereafter	148.1		0.1		148.2		Thereafter	139
Total lease payments	Total lease payments	360.7		2.1		362.8		Total lease payments	338
Less: Present value discount	Less: Present value discount	(29.2)		—		(29.2)		Less: Present value discount	(26)
Present value of lease liabilities	Present value of lease liabilities	$	331.5	$	2.1	$	333.6	Present value of lease liabilities	$	312

The following table summarizes the remaining lease term and discount rate assumptions used to develop the present value of operating lease liabilities:
September 30, 2021 December 31, 2020
Weighted-average remaining lease term (years)
     Operating leases 8.1 7.4
     Finance leases 3.5 4.5
Weighted-average discount rate
     Operating leases 2.4 % 2.7 %
     Finance leases 1.4 % 1.4 %


	September 30, 2022		December 31, 2021
Weighted-average remaining lease term (years)	8.4		8.2
Weighted-average discount rate	2.3	%	2.3	%

8. LONG-TERM DEBT

Long-term debt consisted of the following:
Effective Interest Rate September 30, 2021 December 31, 2020
In millions Book Value
Fair Value1
Book Value
Fair Value1
Senior Credit and 364 Day Facility2:
U.S. dollar-denominated Term Loans3, net of unamortized debt issuance costs of $— and $0.9
— % — — 645.1 645.1
Multi-Currency Revolving loan facility4, net of unamortized debt issuance costs of $0.4 and $0.8
1.5 % — — — —
Senior Notes:
4.375% Senior Notes, due 2023, net of unamortized discount and debt issuance costs of $0.5 and $0.7 4.5 % 249.5 262.9 249.3 267.0
4.15% Senior Notes, due 2024, net of unamortized discount and debt issuance costs of $3.3 and $4.3 4.6 % 746.7 806.9 745.7 817.3
3.20% Senior Notes, due 2025, net of unamortized discount and debt issuance costs of $3.6 and $4.4 3.4 % 496.4 532.4 495.6 533.4
3.45% Senior Notes, due 2026, net of unamortized discount and debt issuance costs of $1.1 and $1.3 3.5 % 748.9 806.2 748.7 819.5
1.25% Senior Notes (EUR), due 2027, net of unamortized discount and debt issuance costs of $8.0 and $— 1.5 % 571.7 595.9 — —
4.70% Senior Notes, due 2028, net of unamortized discount and debt issuance costs of $7.4 and $8.2 5.0 % 1,242.6 1,441.3 1,241.8 1,472.2
Other Borrowings 15.2 15.2 113.2 113.1
Total 4,071.0 4,460.8 4,239.4 4,667.6
Less - current portion 3.8 3.8 447.2 447.2
Long-term portion $ 4,067.2 $ 4,457.0 $ 3,792.2 $ 4,220.4


	Effective Interest Rate		Face Value		September 30, 2022				December 31, 2021
In millions					Book Value		Fair Value1		Book Value		Fair Value1
Restated Credit Agreement:
Revolving Credit Facility	4.8	%	$	122	$	118	$	122	$	—	$	—
Senior Notes:
4.375% Senior Notes, due 2023	4.5	%	$	250	250		248		250		260
4.15% Senior Notes, due 2024	4.6	%	$	725	723		713		747		796
3.20% Senior Notes, due 2025	3.4	%	$	500	497		468		497		523
3.45% Senior Notes, due 2026	3.5	%	$	750	749		680		749		795
1.25% Senior Notes (EUR), due 2027	1.5	%	€	500	484		396		560		574
4.70% Senior Notes, due 2028	5.0	%	$	1,250	1,244		1,161		1,243		1,423
Other Borrowings					10		10		12		12
Total					4,075		3,798		4,058		4,383
Less: current portion					251		249		2		2
Long-term portion					$	3,824	$	3,549	$	4,056	$	4,381

1. See Note 1413 for information on the fair value measurement of the Company's long-term debt.

~~2. During~~Variances between Face Value and Book Value are the ~~second quarter~~result of ~~2021,~~unamortized discounts and debt issuance fees. Amortization of discounts and debt issuance fees are included in the ~~Company repaid all outstanding term loan borrowings and related interest under the Senior Credit Facility and the 364 Day Facility.~~

~~3. U.S. dollar-denominated Term Loans includes the total outstanding balance~~calculation of ~~term loans denominated in U.S. dollars from the Senior Credit Facility and the 364 Day Facility.~~

~~4. Multi-Currency Revolving loan facility includes total outstanding amounts drawn against the Senior Credit Facility and the 364 Day Facility.~~Effective Interest Rate.

For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had total combined unamortized discount and debt issuance costs of ~~$24.3~~$22 million and ~~$20.5~~$23 million, respectively.

Credit ~~Facilities~~

~~Senior Credit Facility~~Agreement

On June 8, 2018, the Company entered into a credit agreement ~~("Senior~~(“Original Credit ~~Facility"~~Agreement”)~~, which replaced the Company's then-existing credit agreement. The Senior Credit Facility is with a syndicate of lenders and provides for borrowings~~ consisting of (i) term loans denominated in euros and U.S. dollars ~~("Term Loans");~~ and (ii) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to ~~$1,200.0 million in~~$1.2 billion. On August 15, 2022, the Company entered into a new unsecured credit agreement ("Restated

Credit Agreement"), which amended, restated and replaced the Original Credit Agreement. The Restated Credit Agreement is with a syndicate of lenders and provides for borrowings consisting of (i) a multi-currency revolving ~~loans (inclusive of swingline loans~~credit facility, providing for an equivalent in U.S. dollars of up to ~~$75.0~~$1.5 billion (the “Revolving Credit Facility”) and (ii) a new $250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and ~~letters~~conditions of ~~credit~~the Restated Credit Agreement (which are substantially similar with the terms of ~~up to $450.0 million (the "Revolving~~the Original Credit ~~Facility"))~~Agreement). The Restated 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 ~~will mature on June 8, 2023.~~

~~Under the Senior Credit Facility, we can elect to receive advances bearing interest based on either the Alternate Base Rate ("ABR")~~ and/or the London Interbank Offered Rate ("LIBOR") (each as defined in the Senior Credit Facility) plus applicable margin that is determined based on our credit ratings or the Company's Leverage (as defined in the Senior Credit Facility).(b) new incremental term loan commitments. The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type.

The ~~obligations~~Revolving Credit Facility matures on August 15, 2027. The Delayed Draw Term Loan is available for borrowings until February 15, 2024 and any borrowings under the ~~Senior~~Delayed Draw Term Loan will mature on August 15, 2027. Amounts borrowed and repaid under the Delayed Draw Term Loan may not be reborrowed. The applicable interest rate for borrowings under the Restated Credit ~~Facility are~~Agreement includes 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 financial leverage or (ii) the Company’s public rating. Obligations under the Restated Credit Agreement have been guaranteed by ~~Wabtec and~~ certain of ~~Wabtec's U.S. subsidiaries, as guarantors.~~the Company’s subsidiaries.

~~The~~Under the Restated Credit Agreement, the Company has agreed ~~that, so long as any lender has any commitment under the Senior Credit Facility, any letter~~to maintain an Interest Coverage Ratio of credit is outstanding under the Senior Credit Facility, or any loan or other obligation is outstanding under the Senior Credit Facility, it will maintain the following as of the end of each fiscal quarter or the period of four quarters then ended:


at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio1						~~3.0x~~
~~Leverage Ratio~~ 2						~~3.25x~~

~~1. The interest coverage ratio~~ is defined as EBITDA (earnings before interest, taxes, depreciation, and amortization)~~, as defined in the Senior Credit Facility,~~ to ~~net interest expense~~Interest Expense for the four quarters then ended.

2. The ~~leverage ratio~~Leverage Ratio is defined as ~~net debt~~Net Debt as of the last day of such fiscal quarter to EBITDA ~~as defined in the Senior Credit Facility,~~ for the four quarters then ended.

~~The Senior Credit Facility was amended in the second quarter of 2021 so~~ Additionally, the Company may ~~increase the~~submit a request for an increased maximum ~~leverage ratio to (x) 3.75 to 1.00 at the end~~Leverage Ratio in contemplation of the fiscal quarter in which the Nordco acquisition was consummated and each of the three fiscal quarters immediately following such fiscal quarter and (y) 3.50 to 1.00 at the end of each of the fourth and fifth full fiscal quarters after the consummation of the Nordco acquisition upon the Company's request. The Company has not requested any increasea Material Acquisition. All terms are as defined in the ~~leverage ratio at this time.~~Restated Credit Agreement.

The Company was in compliance with all financial covenants in the ~~Senior~~Restated Credit ~~Facility~~Agreement as of September 30, ~~2021.~~2022.

The following table presents availability under the ~~Senior~~Restated Credit ~~Facility~~Agreement at September 30, ~~2021:~~2022:


(In ~~millions)~~millions	~~Senior Credit Facility~~
Maximum Revolving Credit Facility Availability	$	~~1,200.0~~1,500
Delayed Draw Term Loan	250
Outstanding Borrowings	— (122)
Letters of Credit Under Credit Agreement	~~(3.5)~~(3)
Current Availability	$	~~1,196.5~~1,625

~~364 Day Facility~~

On April 10, 2020 the Company entered into a $600 million 364 day credit facility ("364 Day Facility") initially scheduled to mature in April 2021 with a group of banks which includes a $144.0 million revolving credit facility ("364 Day Revolver") and a $456.0 million term loan ("364 Term Loan"). The agreement called for interest at either a LIBOR-based rate, or a rate based on the prime lending rate of the agent bank, at the Company's option. The agreement contained affirmative, negative and financial covenants, and events of default customary for facilities of this type and substantially similar to our existing Senior Credit Facility. The obligations under the 364 Day Facility were guaranteed by certain of the Company's U.S. subsidiaries, as guarantors. On June 12, 2020 the Company amended the 364 Day Facility maturity to July 9, 2021. On June 3, 2021, the Company repaid all outstanding borrowings and related interest, effectively retiring the facility.

~~0Senior~~ Notes

The Company or its subsidiaries may issue senior notes from time to time. These notes are comprised of our 4.375% Senior Notes due 2023 (the "2023 Notes"), 4.15% Senior Notes due 2024 (the "2024 Notes"), 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" ~~discussed below)~~), and 4.70% Senior Notes due 2028 (the "2028 Notes"). The 2023 Notes, 2024 Notes, 2025 Notes, 2026 Notes and 2028 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually. Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The US Notes and the ~~Compnay's~~Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt, and are senior to all existing and future subordinated indebtedness of the Company.

~~On June 3, 2021, Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") issued €500.0~~During the second quarter of 2022, the Company redeemed $25 million of ~~1.25% Senior~~principal from the 2024 Notes ~~due in 2027, which are fully~~plus a premium and ~~unconditionally guaranteed by~~ the Company. The Euro Notes were issued at 99.267% of face value. Interest on the Euro Notes accrues at a rate of 1.25% per annum and is payable annually beginning December 3, 2021. The Company incurred approximately $4.3 million of deferred financing costs related ~~to the issuance of the Euro Notes for total net proceeds of approximately $598.7 million after consideration of the discount.~~accrued interest.

The indentures under which the Senior Notes were issued contain covenants and restrictions which limit, subject to certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt without equally and ratably securing the Senior Notes, and certain merger and consolidation transactions. The covenants do not require the Company to maintain any financial ratios or specified levels of net worth or liquidity. The US Notes are fully and

unconditionally guaranteed, jointly and severally, on an unsecured basis by each of the Company's subsidiaries that is a guarantor under the Senior Credit Facility. The Euro Notes were issued by Wabtec Transportation Netherlands B.V. and are fully and unconditionally guaranteed by the Company.

The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.

9. STOCK-BASED COMPENSATION

As of September 30, ~~2021,~~2022, 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 15, 2030, and ~~provides a maximum~~as of ~~9.1 million~~September 30, 2022 the number of shares available for future grants ~~or awards, plus any shares which remain available~~ under ~~the 2000 Plan. The amendment and restatement of~~ the 2011 Plan was ~~approved by stockholders of Wabtec on May 15, 2020.~~approximately 5.3 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 ~~$10.0~~$12 million and ~~$12.0~~$35 million for the three and nine months ended September 30, ~~2021 and 2020,~~2022, respectively, and ~~$34.2~~$10 million and ~~$17.6~~$34 million for the three and nine months ended September 30, 2021, ~~and 2020,~~ respectively. At September 30, ~~2021,~~2022, unamortized compensation expense related to stock options, non-vested restricted shares and incentive stock units expected to vest totaled ~~$44.1~~$57 million.

Stock Options Stock options are granted to eligible employees at an exercise price equivalent to the stock's fair market value, which is the average of the high and low Wabtec stock price on the date of grant. ~~Under the 2011 Plan and the 2000 Plan,~~New options granted ~~prior to 2019 become exercisable over a four-year vesting period, while options granted in 2019 and after~~ become exercisable over a three-year vesting period. ~~Both vesting periods~~Options expire 10 years from the date of grant. No stock options were granted during the nine months ended September 30, 2022.

The following table summarizes the Company’s stock option activity and related information for the 2011 Plan, the 2000 Plan and the Directors Plan for the nine months ended September 30, ~~2021:~~2022:
Options Weighted
Average
Exercise
Price Weighted
Average
Remaining
Contractual Life Aggregate
Intrinsic value
(in millions)
Outstanding at December 31, 2020 552,669 $ 69.82 6.1 $ 4.2
Granted 126,794 $ 81.21
Exercised (74,343) $ 52.13
Canceled (26,037) $ 74.73
Outstanding at September 30, 2021 579,083 $ 73.11 6.3 $ 9.0
Exercisable at September 30, 2021 336,940 $ 58.96 5.7 $ 9.4


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic value (in millions)
Outstanding at December 31, 2021	531,915	$	75.40	6.5	$	9
Exercised	(55,944)	$	74.64
Canceled	(21,052)	$	74.59
Outstanding at September 30, 2022	454,919	$	75.53	5.8	$	3
Exercisable at September 30, 2022	347,995	$	74.44	5.6	$	3

~~The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:~~


	~~Nine Months Ended September 30, 2021~~
~~Dividend yield~~	~~0.60~~	%
~~Risk-free interest rate~~	~~0.81~~	%
~~Stock price volatility~~	~~36.1~~	%
~~Expected life (years)~~	~~5.0~~

The dividend yield is based on the Company’s dividend rate and the current market price of the underlying common stock at the date of grant. Expected life in years is determined from historical stock option exercise data. Expected volatility is based on the historical volatility of the Company’s stock. The risk-free interest rate is based on the U.S. Treasury bond rates for the expected life of the option.

Restricted Stock, Restricted Units and Incentive Stock ~~Beginning in 2006, the Company adopted a restricted stock program.~~ As provided for under the 2011 Plan and 2000 Plan, eligible employees are granted restricted stock that generally vests over three ~~or four~~ years from the date of grant. Under the Directors Plan, restricted stock awards vest one year from the date of grant.

In addition, the Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative three-year performance goals. Based on the Company’s performance for each three-year period then ended, the incentive stock units can vest, with underlying shares of common stock being awarded in an amount ranging from 0% to 200% of the amount of initial incentive stock units granted. The incentive stock units included in the table below represent the number of incentive stock units that are expected to vest based on the Company’s estimate for meeting those established performance targets. As of September 30, ~~2021,~~2022, the Company estimates that it will achieve ~~33%~~135%, ~~113%~~120% and ~~100%~~106% for the incentive stock awards expected to vest based on performance for the three-year periods ending December 31, ~~2021,~~ 2022, 2023, and ~~2023,~~2024, respectively, and has recorded incentive compensation expense accordingly. If the estimate of the number of these incentive stock units expected to vest changes in a future accounting period, cumulative compensation expense could increase or decrease resulting in recognition in the current period for the elapsed portion of the vesting period and would change future expense for the remaining vesting period.

Compensation expense for the non-vested restricted stock and incentive stock units is based on the average of the high and low Wabtec stock price on the date of grant and recognized over the applicable vesting period.

The following table summarizes the restricted stock activity and incentive stock ~~units~~units' activity for the nine months ended September 30, ~~2021:~~2022:


		Restricted Stock and Units	Incentive Stock Units	Weighted Average Grant Date Fair Value			Restricted Stock and Units	Incentive Stock Units	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2020		656,006	270,645	$	73.80
Outstanding at December 31, 2021						Outstanding at December 31, 2021	507,698	607,101	$	78.06
Granted	Granted	226,896	241,467	$	81.38	Granted	449,076	176,657	$	91.16
Vested	Vested	(303,439)	(37,672)	$	71.52	Vested	(213,043)	(43,039)	$	74.98
Adjustment for incentive stock awards expected to vest	Adjustment for incentive stock awards expected to vest	—	120,546	$	74.32	Adjustment for incentive stock awards expected to vest	—	26,222	$	84.10
Canceled	Canceled	(28,732)	(41,494)	$	76.10	Canceled	(37,548)	(38,313)	$	75.69
Outstanding at September 30, 2021		550,731	553,492	$	77.63
Outstanding at September 30, 2022						Outstanding at September 30, 2022	706,183	728,628	$	84.56

10. INCOME TAXES

The overall effective tax rate ~~was 24.8%~~of 24.7% and ~~26.0%~~25.1% for the three and nine months ended September 30, ~~2021,~~2022, respectively, ~~and 26.7% and 25.8% for~~differs from the ~~three and nine months ended September 30, 2020, respectively.~~

~~The decrease in the quarterly effective tax~~U.S. federal statutory rate isof 21.0% primarily ~~the result of tax expense on internal restructuring activities incurred during the three months ended September 30, 2020 that did not recur in the three months ended September 30, 2021.~~

~~The increase in the year-to-date effective tax rate is primarily the result of withholding tax expense on intercompany dividends incurred during the nine months ended September 30, 2021.~~

As of September 30, 2021, the liability for income taxes associated with uncertain tax positions was $14.9 million, of which $13.3 million, if recognized, would favorably affect the Company’s effective income tax rate. As of December 31, 2020, the liability for income taxes associated with unrecognized tax benefits was $16.4 million, of which $14.8 million, if recognized, would favorably affect the Company's effective tax rate.

~~At this time, the Company believes it is reasonably possible that unrecognized tax benefits of approximately $6.6 million may change within the next 12 months~~ due to the ~~expiration~~impact of ~~statutory review periods~~state and ~~current examinations.~~ foreign taxes.

11. EARNINGS PER SHARE

The computation of basic and diluted earnings per share for Net income attributable to Wabtec shareholders is as follows:
Three Months Ended
September 30,
In millions, except per share data 2021 2020
Numerator
Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ 130.6 $ 128.1
Less: dividends declared - common shares and non-vested restricted stock (22.6) (22.8)
Undistributed earnings 108.0 105.3
Percentage allocated to common shareholders (1) 99.8 % 99.8 %
107.8 105.1
Add: dividends declared - common shares 22.6 22.8
Numerator for basic earnings per common share $ 130.4 $ 127.9
Numerator for diluted earnings per common share $ 130.4 $ 127.9
Denominator
Denominator for basic earnings per common share - weighted average shares 187.6 189.8
Effect of dilutive securities:
Assumed conversion of dilutive stock-based compensation plans 0.4 0.4
Denominator for diluted earnings per common share - adjusted weighted average
shares and assumed conversion 188.0 190.2
Net income attributable to Wabtec shareholders per common share
Basic $ 0.69 $ 0.67
Diluted $ 0.69 $ 0.67
(1) Basic weighted-average common shares outstanding 187.6 189.8
Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 188.0 190.3
Percentage allocated to common shareholders 99.8 % 99.8 %


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions, except per share data	2022		2021		2022		2021
Numerator
Net income attributable to Wabtec shareholders	$	160	$	131	$	475	$	368
Denominator
Weighted average shares outstanding - basic	181.3		187.6		182.6		188.2
Effect of dilutive securities:
Assumed conversion of dilutive stock-based compensation plans	0.6		0.4		0.5		0.4
Weighted average shares outstanding - diluted	181.9		188.0		183.1		188.6
Net income attributable to Wabtec shareholders per common share
Basic	$	0.88	$	0.69	$	2.60	$	1.95
Diluted	$	0.88	$	0.69	$	2.59	$	1.95

Nine Months Ended
September 30,
In millions, except per share data 2021 2020
Numerator
Numerator for basic and diluted earnings per common share - net income attributable to Wabtec shareholders $ 367.8 $ 326.5
Less: dividends declared - common shares and non-vested restricted stock (68.0) (68.7)
Undistributed earnings 299.8 257.8
Percentage allocated to common shareholders (1) 99.8 % 99.7 %
299.2 257.0
Add: dividends declared - common shares 67.9 68.5
Numerator for basic earnings per common share $ 367.1 $ 325.5
Numerator for diluted earnings per common share $ 367.1 $ 325.5
Denominator
Denominator for basic earnings per common share - weighted average shares 188.2 190.1
Effect of dilutive securities:
Assumed conversion of dilutive stock-based compensation plans 0.4 0.5
Denominator for diluted earnings per common share - adjusted weighted average
shares and assumed conversion 188.6 190.6
Net income attributable to Wabtec shareholders per common share
Basic $ 1.95 $ 1.71
Diluted $ 1.95 $ 1.71
(1) Basic weighted-average common shares outstanding 188.2 190.1
Basic weighted-average common shares outstanding and non-vested restricted stock expected to vest 188.6 190.6
Percentage allocated to common shareholders 99.8 % 99.7 %

The Company’s non-vested restricted stock contains rights to receive nonforfeitable dividends, and thus are participating securities requiring the two-class method of computing earnings per share. The calculation of earnings per share for common stock shown above excludes the income attributable to the non-vested restricted stock from the numerator and excludes the dilutive impact of those shares from the denominator. Approximately 0.1 million outstanding shares of ~~Common Stock~~stock options for the three and nine ~~month period of~~months ended September 30, 2021 were not included in the computation of ~~quarterly or year-to-date~~ diluted earnings per share because their exercise price exceeded the average market price of the Company's common stock.

12. WARRANTIES

The following table reconciles the changes in the Company’s product warranty reserve ~~as follows:~~
In millions 2021 2020
Balance at beginning of year $ 278.5 $ 267.7
Acquisitions 1.7 4.3
Warranty expense 84.7 86.8
Warranty claim payments (84.5) (95.7)
Foreign currency impact/other (8.4) 1.7
Balance at September 30 $ 272.0 $ 264.8

~~13. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING~~

~~Hedging Activities~~ In the normal course of business, we are exposed to interest rate, commodity price and foreign currency exchange rate fluctuations. At times, we mitigate these risk exposures through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity forwards and futures. In accordance with our policy, derivatives are only used for ~~hedging purposes. We do not use derivatives for trading or speculative purposes.~~

~~Foreign Currency Exchange Risk~~

The Company uses forward contracts to mitigate its foreign currency exchange rate exposure due to forecasted sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge forecasted transactions and specific cash flows associated with foreign currency denominated financial assets and liabilities that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. These contracts typically mature within two years. For the three and nine months ended September 30, 2021 and 2020, the amounts reclassified into income were not material.

The Company has established revenue hedging, balance sheet risk management and net investment hedging programs to protect against volatility of future foreign currency cash flows and changes in fair value caused by volatility in foreign exchange rates. 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 and several other foreign currencies. Changes in foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies and net purchases and sales in non-functional currencies. We have certain foreign currency exchange rate risk management programs that use foreign currency forward contracts and cross-currency swaps. These forward contracts and cross-currency swaps are generally used to offset the potential income statement effects from intercompany loans denominated in non-functional currencies. These programs mitigate but do not entirely eliminate foreign currency exchange rate risk.

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 loss related to these contracts was $0.2 million and $3.3 million for the three and nine months ended September 30, 2021, respectively, and a net gain of $3.1 million and $2.7 million for the three and nine months ended September 30, 2020, respectively. These contracts typically mature within one year.

~~The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of September 30, 2021:~~
Fair Value Gross Notional Amount
In millions Designated Non-Designated Designated Non-Designated
Foreign Exchange Contracts
Other current assets $ 8.9 $ — $ 768.2 $ —
Other current liabilities — — — 270.1
Cross-currency Swaps
Other current assets 5.1 — 579.7 —
Total $ 14.0 $ — $ 1,347.9 $ 270.1

~~The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of December 31, 2020:~~
Fair Value Gross Notional Amount
In millions Designated Non-Designated Designated Non-Designated
Foreign Exchange Contracts
Other current assets $ 9.2 $ 0.5 $ 793.6 $ 1.3
Other current liabilities (3.9) (1.5) 928.0 319.6
Cross-currency Swaps
Other current liabilities (26.0) — 613.2 —
Total $ (20.7) $ (1.0) $ 2,334.8 $ 320.9

~~Interest Rate Risk~~

~~The Company may use~~ interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce 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.For~~ the nine months ended September 30, ~~2021~~2022 and ~~2020 the amounts reclassified into income were not material.~~2021:

~~Commodity Price Risk~~

~~The Company may use commodity forward contracts and futures to mitigate its exposure to commodity price changes and to reduce its overall cost of manufacturing.~~ ~~For the nine months ended September 30, 2021 and 2020 the amounts recognized as income or expense were not material.~~


In millions	2022		2021
Balance at beginning of year	$	259	$	279
Acquisitions	3		2
Warranty expense	55		85
Warranty claim payments	(65)		(85)
Foreign currency impact/other	(16)		(9)
Balance at September 30	$	236	$	272

~~14.~~

13. FAIR VALUE MEASUREMENT AND ~~FAIR VALUE OF FINANCIAL~~DERIVATIVE INSTRUMENTS

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and explains the related disclosure requirements. ASC 820 indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model.

Valuation Hierarchy. ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as ~~follows.~~follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or ~~liabilities.~~liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial ~~instrument.~~instrument; and, Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2021 which are included in other current assets and liabilities on the consolidated balance sheet:
Fair Value Measurements at September 30, 2021 Using
Total Carrying
Value at
September 30,
2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other
Observable Inputs (Level 2) Significant
Unobservable
Inputs (Level 3)
In millions
Foreign Exchange Contracts
Other current assets $ 8.9 $ — $ 8.9 $ —
Other current liabilities — — — —
Cross-Currency Swap Agreement
Other current assets 5.1 — 5.1 —

As a result of our global operating activities, the Company is exposed to market risks from changes in foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, the Company mitigates these risks through entering into foreign currency forward contracts. The foreign currency forward contracts are valued using broker quotations, or market transactions in either the listed or over-the counter markets. As such, these derivative instruments are classified within level 2.

The Company’s cash and cash equivalents 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 and cash equivalents approximated the carrying value at September 30, ~~2021~~2022 and December 31, ~~2020.~~2021. The Company’s defined benefit pension plan assets consist primarily of equity security funds, debt security funds, insurance contracts, and temporary cash and cash equivalent investments. These investments are comprised of a number of investment funds that invest in a diverse portfolio of assets including equity securities, corporate and governmental bonds, and money markets. Trusts are valued at the net asset value (“NAV”) as determined by their custodian. NAV represents the accumulation of the unadjusted quoted close prices on the reporting date for the underlying investments divided by the total shares outstanding at the reporting dates. The Senior Notes are considered Level 2 based on the fair value valuation hierarchy. Contingent consideration related to the GE Transportation acquisition is considered Level 3 based on the fair value valuation ~~hierarchy~~hierarchy. At September 30, 2022 and ~~includes $130.0~~December 31, 2021, $110 million was classified as "Other accrued liabilities" on the Company's ~~consolidated balance sheet~~Consolidated Balance Sheets and ~~$219.8~~$143 million inand $141 million, respectively, was included within long-term liabilities classified as "Contingent consideration" on the Company's ~~consolidated balance sheet.~~Consolidated Balance Sheets. The fair value approximates the carrying value at September 30, 2022 and December 31, 2021.

Hedging Activities In the normal course of business, the Company is exposed to market risk related to interest rates, commodity prices and foreign currency exchange rate fluctuations, which may adversely affect our operating results and financial position. At times, we limit these risks through the use of derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity swaps and options. These hedging contracts are valued using broker quotations, or market transactions in either the listed or over-the-counter markets. As such, these derivative instruments are classified within level 2. In accordance with our policy, derivatives are only used for hedging purposes. We do not use derivatives for trading or speculative purposes.

Foreign Currency Exchange Risk

The Company uses forward contracts to hedge forecasted foreign currency denominated sales of finished goods and future settlement of foreign currency denominated assets and liabilities. Derivatives used to hedge firm commitments relevant to sales and purchases and forecasted transactions to be realized with high probability that meet the criteria for hedge accounting are designated as cash flow hedges. The effective portion of gains and losses is deferred as a component of Accumulated other comprehensive loss and is recognized in earnings at the time the hedged item affects earnings, in the same line item as the underlying hedged item. For the three and nine months ended September 30, 2022 and 2021, 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 and several other foreign currencies. Changes in these foreign currency exchange rates could have a material adverse impact on our financial results that are reported in U.S. dollars. We are also exposed to foreign currency exchange rate risk related to our foreign subsidiaries, including intercompany loans denominated in non-functional currencies. We hedge these exposures using foreign currency swap contracts and cross-currency swaps to offset the potential income statement effects on intercompany loans denominated in non-functional currencies. These programs reduce but do not eliminate foreign currency exchange rate risk entirely.

2319

~~15.~~component of Other income, net. The net loss related to these contracts was $3 million and $11 million for the three and nine months ended September 30, 2022, respectively, and a net loss of $3 million for the nine months ended September 30, 2021. These contracts typically mature within one year.

The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of September 30, 2022, which are included in "Other current assets" and "Other accrued liabilities" on the Consolidated Balance Sheets:


		Fair Value				Gross Notional Amount
In millions	Level	Designated		Non-Designated		Designated		Non-Designated
Foreign Exchange Contracts
Other current assets	2	$	4	$	—	$	458	$	234
Other current liabilities	2	(2)		—		539		—
Cross-currency Swaps
Other current liabilities	2	—		—		12		—
Total		$	2	$	—	$	1,009	$	234

The following table summarizes the gross notional amounts and fair values of the designated and non-designated hedges discussed in the above sections as of December 31, 2021, which are included in "Other current assets" and "Other accrued liabilities" on the Consolidated Balance Sheets:


		Fair Value				Gross Notional Amount
In millions	Level	Designated		Non-Designated		Designated		Non-Designated
Foreign Exchange Contracts
Other current assets	2	$	8	$	—	$	627	$	—
Other current liabilities	2	(1)		(2)		613		289
Cross-currency Swaps
Other current assets	2	—		—		14		—
Total		$	7	$	(2)	$	1,254	$	289

Interest Rate Risk

The Company may use interest rate swap contracts on certain investing and borrowing transactions to manage its net exposure to interest rate changes and to reduce 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.For the nine months ended September 30, 2022 and 2021 the amounts reclassified into income were not material.

Commodity Price Risk

The Company may use commodity forward contracts and futures to mitigate its exposure to commodity price changes and to reduce its overall cost of manufacturing. For the nine months ended September 30, 2022 and 2021 the amounts recognized as income or expense were not material.

14. COMMITMENTS AND CONTINGENCIES

The Company is subject to a variety of environmental laws and regulations governing discharges to air and water, the handling, storage and disposal of hazardous or solid waste materials and the remediation of contamination associated with releases of hazardous substances. The Company believes its operations currently comply in all material respects with all of the various environmental laws and regulations applicable to our business; however, there can be no assurance that environmental requirements will not change in the future or that we will not incur significant costs to comply with such requirements.

Claims have been filed against the Company and certain of its affiliates in various jurisdictions across the United States by persons alleging bodily injury as a result of exposure to asbestos-containing products. ~~Additionally, from time to time, the Company is involved in litigation related to claims arising out~~The vast majority of the ~~Company's operations in~~claims are submitted to insurance carriers for defense and indemnity, or to non-affiliated companies that retain the ~~ordinary course~~liabilities for the asbestos-containing products at issue. We cannot, however, assure that all of ~~business, including claims based on product liability, contracts, intellectual property or other causes of action. Further information and detail on~~ these claims will be fully covered by insurance, or that the indemnitors or insurers will remain financially viable. Our ultimate legal and financial liability with respect to these claims, as is the case with other pending litigation, cannot be estimated. A limited number of claims are ~~described in~~not covered by insurance, nor are they subject to indemnity from non-affiliated parties. Management believes that the costs of the Company’s ~~Annual Report on Form 10-K for the year ended December 31, 2020. During the first nine months of 2021, there were no~~asbestos-related cases will not be material ~~changes~~ to the ~~information described in the Form 10-K related to claims arising from asbestos exposure or the Company's ordinary operations.~~Company’s overall financial position, results of operations and cash flows.

Xorail, Inc., a wholly owned subsidiary of the Company (“Xorail”), has received notices from Denver Transit Constructors (“DTC”) alleging breach of contract related to the operating of constant warning wireless crossings, and late delivery of the Train Management & Dispatch System (“TMDS”) for the Denver Eagle P3 Project, which is owned by the Denver Regional Transit District ("RTD"). No damages have been asserted for the alleged late delivery of the TMDS, and no formal claim has been filed; Xorail has successfully completed a remediation plan concerning the TMDS issues. With regard to the wireless crossing issue, as of September 8, 2017, DTC alleged that total damages were ~~$36.8~~$37 million through July 31, 2017 and ~~are~~were continuing to accumulate. The majority of the damages stems from a delay in approval of the wireless crossing system by the Federal Railway Administration ("FRA") and the Public Utility Commission ("PUC"), resulting in the use of flaggers at all of the crossings pending approval of the wireless crossing system and certification of the crossings. DTC has alleged that the delay is due to Xorail's failure to achieve constant warning times for the crossings in accordance with the approval requirements imposed by the FRA and PUC. Xorail has denied DTC's assertions, stating that its system satisfied the contractual requirements. Xorail has worked with DTC to modify its system and implement the FRA's and PUC's previously undefined approval requirements; the FRA and PUC have both approved modified wireless crossing system, and as of August 2018, DTC completed the process of certifying the crossings and eliminated the use of flaggers. DTC has not updated its claim notices or alleged damages against Xorail, nor have they filed any formal claim against Xorail. On September 21, 2018, DTC filed a complaint against RTD in Colorado state court for breach of contract related to non-payments and the costs for the flaggers, asserting a change-in-law arising from the FRA/PUC’s new certification requirements. DTC’s complaint generally supports Xorail’s position and does not name or implicate Xorail. DTC's claim against RTD proceeded to trial on September 21, 2020; the trial has been completed, ~~included~~including post-trial ~~submission.~~submissions.

From time to time the Company is involved in litigation relating to claims arising out of its operations in the ordinary course of business. As of the date hereof, the Company is involved in no litigation that the Company believes will have a material adverse effect on its financial condition, results of operations or liquidity.

~~16.~~15. SEGMENT INFORMATION

Wabtec has 2two reportable segments—the Freight Segment and the Transit Segment. The key factors used to identify these reportable segments are the organization and alignment of the Company’s internal operations, the nature of the products and services and customer type. ~~The Company’s business segments are:~~

Freight Segment primarily builds new locomotives, manufactures and services components for new and existing freight cars and locomotives, rebuilds freight locomotives, supplies railway electronics, positive train control equipment, signal design and engineering services and provides related heat exchange and cooling systems. Customers include large, publicly traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars and utilities. We refer to sales of both goods, such as spare parts and equipment upgrades, and related services, such as monitoring, maintenance and repairs, as sales in our Services product line.

Transit Segment primarily manufactures and services components for new and existing passenger transit vehicles, typically regional trains, high speed trains, subway cars, light-rail vehicles and ~~buses, builds new commuter locomotives,~~buses. It also refurbishes subway cars and provides heating, ventilation, and air conditioning equipment and doors for buses and subway cars. Customers include public transit authorities and municipalities, leasing companies and manufacturers of subway cars and buses around the world.

The Company evaluates its business segments’ operating results based on income from operations. Intersegment sales are accounted for at prices that are generally established by reference to similar transactions with unaffiliated customers. Corporate activities include general corporate expenses, elimination of intersegment transactions, interest income and expense, and other unallocated charges. ~~Since certain administrative and other operating expenses have not been allocated to business segments,~~

Segment financial information for the ~~results in the following tables are not necessarily a measure computed in accordance with generally accepted accounting principles and may not be comparable to other companies.~~three months ended September 30, 2022 is as follows:


In millions	Freight Segment		Transit Segment		Corporate Activities and Elimination		Total
Sales to external customers	$	1,531	$	550	$	—	$	2,081
Intersegment sales/(elimination)	13		7		(20)		—
Total sales	$	1,544	$	557	$	(20)	$	2,081
Income (loss) from operations	$	233	$	53	$	(25)	$	261
Interest expense and other, net	—		—		(44)		(44)
Income (loss) before income taxes	$	233	$	53	$	(69)	$	217

2421

Segment financial information for the three months ended September 30, 2021 is as follows:
In millions Freight
Segment Transit
Segment Corporate
Activities and
Elimination Total
Sales to external customers $ 1,295.0 $ 611.9 $ — $ 1,906.9
Intersegment sales/(elimination) 12.3 8.6 (20.9) —
Total sales $ 1,307.3 $ 620.5 $ (20.9) $ 1,906.9
Income (loss) from operations $ 195.2 $ 43.9 $ (22.1) $ 217.0
Interest expense and other, net — — (41.7) (41.7)
Income (loss) before income taxes $ 195.2 $ 43.9 $ (63.8) $ 175.3


In millions	Freight Segment		Transit Segment		Corporate Activities and Elimination		Total
Sales to external customers	$	1,295	$	612	$	—	$	1,907
Intersegment sales/(elimination)	12		8		(20)		—
Total sales	$	1,307	$	620	$	(20)	$	1,907
Income (loss) from operations	$	195	$	44	$	(22)	$	217
Interest expense and other, net	—		—		(42)		(42)
Income (loss) before income taxes	$	195	$	44	$	(64)	$	175

Segment financial information for the ~~three~~nine months ended September 30, ~~2020~~2022 is as follows:


In millions	In millions	Freight Segment		Transit Segment		Corporate Activities and Elimination		Total		In millions	Freight Segment		Transit Segment		Corporate Activities and Elimination		Total
Sales to external customers	Sales to external customers	$	1,237.3	$	627.8	$	—	$	1,865.1	Sales to external customers	$	4,343	$	1,713	$	—	$	6,056
Intersegment sales/(elimination)	Intersegment sales/(elimination)	10.9		7.8		(18.7)		—		Intersegment sales/(elimination)	38		24		(62)		—
Total sales	Total sales	$	1,248.2	$	635.6	$	(18.7)	$	1,865.1	Total sales	$	4,381	$	1,737	$	(62)	$	6,056
Income (loss) from operations	Income (loss) from operations	$	160.2	$	64.1	$	(17.6)	$	206.7	Income (loss) from operations	$	655	$	168	$	(59)	$	764
Interest expense and other, net	Interest expense and other, net	—		—		(31.3)		(31.3)		Interest expense and other, net	—		—		(120)		(120)
Income (loss) before income taxes	Income (loss) before income taxes	$	160.2	$	64.1	$	(48.9)	$	175.4	Income (loss) before income taxes	$	655	$	168	$	(179)	$	644

Segment financial information for the nine months ended September 30, 2021 is as follows:

In millions Freight
Segment Transit
Segment Corporate
Activities and
Elimination Total
Sales to external customers $ 3,814.2 $ 1,935.2 $ — $ 5,749.4
Intersegment sales/(elimination) 36.5 25.3 (61.8) —
Total sales $ 3,850.7 $ 1,960.5 $ (61.8) $ 5,749.4
Income (loss) from operations $ 510.2 $ 159.3 $ (57.6) $ 611.9
Interest expense and other, net — — (109.7) (109.7)
Income (loss) before income taxes $ 510.2 $ 159.3 $ (167.3) $ 502.2

~~Segment financial information for the nine months ended September 30, 2020 is as follows:~~

In millions Freight
Segment Transit
Segment Corporate
Activities and
Elimination Total
Sales to external customers $ 3,743.0 $ 1,789.4 $ — $ 5,532.4
Intersegment sales/(elimination) 36.3 23.0 (59.3) —
Total sales $ 3,779.3 $ 1,812.4 $ (59.3) $ 5,532.4
Income (loss) from operations $ 463.4 $ 172.9 $ (52.9) $ 583.4
Interest expense and other, net — — (144.5) (144.5)
Income (loss) before income taxes $ 463.4 $ 172.9 $ (197.4) $ 438.9


In millions	Freight Segment		Transit Segment		Corporate Activities and Elimination		Total
Sales to external customers	$	3,814	$	1,935	$	—	$	5,749
Intersegment sales/(elimination)	37		25		(62)		—
Total sales	$	3,851	$	1,960	$	(62)	$	5,749
Income (loss) from operations	$	510	$	159	$	(57)	$	612
Interest expense and other, net	—		—		(110)		(110)
Income (loss) before income taxes	$	510	$	159	$	(167)	$	502

Sales to external customers by product line are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
In millions	In millions	2021		2020		2021		2020		In millions	2022		2021		2022		2021
Freight Segment	Freight Segment									Freight Segment
Services										Services	$	669	$	583	$	2,046	$	1,767
Equipment	Equipment	$	335.2	$	355.3	$	924.8	$	1,098.2	Equipment	443		335		1,098		925
Components	Components	222.1		208.2		648.9		624.1		Components	232		222		695		649
Digital Electronics	Digital Electronics	155.2		161.0		473.5		500.1		Digital Electronics	187		155		504		473
Services		582.5		512.8		1,767.0		1,520.6
Total Freight Segment	Total Freight Segment	$	1,295.0	$	1,237.3	$	3,814.2	$	3,743.0	Total Freight Segment	$	1,531	$	1,295	$	4,343	$	3,814

Transit Segment	Transit Segment									Transit Segment
Original Equipment Manufacturer	Original Equipment Manufacturer	$	286.9	$	303.1	$	894.1	$	817.4	Original Equipment Manufacturer	$	264	$	287	$	815	$	894
Aftermarket	Aftermarket	325.0		324.7		1,041.1		972.0		Aftermarket	286		325		898		1,041
Total Transit Segment	Total Transit Segment	$	611.9	$	627.8	$	1,935.2	$	1,789.4	Total Transit Segment	$	550	$	612	$	1,713	$	1,935

~~17.~~

16. OTHER INCOME, NET

The components of Other income, net are as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
In millions	In millions	2021		2020		2021		2020		In millions	2022		2021		2022		2021
Foreign currency (loss) gain	Foreign currency (loss) gain	$	(3.5)	$	6.4	$	7.4	$	(7.7)	Foreign currency (loss) gain	$	(6)	$	(4)	$	(5)	$	7
Equity income	Equity income	3.2		5.6		10.5		6.7		Equity income	6		4		13		11
Expected return on pension assets/amortization	Expected return on pension assets/amortization	1.9		2.5		7.3		7.2		Expected return on pension assets/amortization	2		2		7		7
Other miscellaneous expense, net		(1.1)		(0.2)		(0.2)		(0.4)
Other miscellaneous income (expense), net										Other miscellaneous income (expense), net	2		(2)		—		—
Total Other income, net	Total Other income, net	$	0.5	$	14.3	$	25.0	$	5.8	Total Other income, net	$	4	$	—	$	15	$	25

2623

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Westinghouse Air Brake Technologies Corporation’s Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission on February ~~19, 2021.~~17, 2022.

OVERVIEW

Wabtec is one of the world’s largest providers of ~~locomotives,~~ value-added, technology-based locomotives, equipment, systems, and services for the global freight rail and passenger transit ~~industries.~~industries, as well as the mining, marine and industrial markets. Our highly engineered products, which are intended to enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight cars, passenger transit cars and buses around the world. ~~Many of our~~Our core products and services are essential in the safe and efficient operation of freight rail and passenger transit vehicles. Wabtec is a global company with operations in over 50 countries and our products can be found in more than 100 countries throughout the world. In the first nine months of ~~2021,~~2022, approximately ~~58%~~55% of the Company’s ~~revenues~~net sales came from customers outside the United States.

Business Update

The COVID-19 pandemic has continued to impact our sales channels, supply chain, manufacturing operations, workforce and other key aspects of our operations. The Company continues to monitor the situation and guidance from international and domestic authorities, including federal, state, and local public health authorities; however, there are numerous uncertainties, including the duration and severity of the pandemic, availability and effectiveness of vaccines, impact of variants of the disease, actions that may be taken by governmental authorities and private industry, including preventing or curtailing the operations of our plants, the potential impact onunfavorable global economic ~~activity, global supply chain operations, our employees, our customers, suppliers and end-markets and other consequences that could negatively impact our business. We also face~~conditions driven by the possibility that government policies may become more restrictive especially if COVID-19 transmission rates increase in certain areas. As a result of these numerous uncertainties, we are unable to specifically predict the extent and length of time the COVID-19 pandemic will negatively impact our business.

~~The COVID-19 pandemic has increased the uncertainty around global economic and market conditions, which~~ impacts our sales and operations. To the extent that these factors cause, or exacerbate, instability of capital markets, shortages of raw materials or component parts, longer sales cycles, deferral or delay of customer orders or an inability to market our products effectively, our business and results of operations could be materially adversely affected, and the materially adverse impacts that we have experienced as a result of the COVID-19 pandemic ~~could continue or worsen. In addition, we face risks associated with our growth strategy including the level of investment that customers are willing to make in new technologies developed~~and supply chain disruptions, and further intensified by the ~~industry and the Company, and risks inherent in global expansion. When necessary, we will modify our financial and operating strategies~~Russian invasion of Ukraine, continue to ~~address changes in market conditions and risks.~~

Although the U.S. and other international governments deemed rail transportation as “critical infrastructure” providing essential services during the COVID-19 pandemic, the COVID-19 pandemic had a materiallyhave an adverse impact on our operations and business ~~results~~results. Impacts for the three and nine months ended September 30, 2022 and 2021, ~~and 2020, which is~~are discussed in more detail in the Results of Operations section below. Supply chain disruptions and labor availability have caused component, raw material and chip shortages resulting in an adverse effect on the timing of the Company’s revenue generation. Additionally, broad-based inflation, escalation of diesel, metals and ~~commodities~~other commodity costs, transportation and logistics costs, and labor costs all continue to impact our results.

The Russian invasion of Ukraine and the resultant sanctions related to Russia and Belarus have ~~all resulted~~further impacted our supply and distribution channels and caused significant price inflation which had, and are expected to continue to have, adverse effects on Wabtec’s business results. For the year ended December 31, 2021, Wabtec had earnings of approximately $40 million attributable to customers in Russia, while earnings from customers in Ukraine and Belarus were not significant. As of September 30, 2022, Wabtec had approximately $16 million of assets related to Russian operations, which were primarily cash and inventory. Management has determined, based on information currently available, that these assets are expected to be recoverable and therefore no impairment was recorded during the ~~COVID-19 pandemic.~~ first nine months of 2022. This will continue to be monitored and may result in a future impairment charge based on changes in the situation. Management determined that inventory related to operations in Ukraine were not expected to be recoverable and were written off resulting in an insignificant charge during the first quarter of 2022. Remaining assets related to Ukraine and those in Belarus were not significant.

The Company has implemented various mitigating actions intended to lessen the impact of ~~supply chain disruptions caused by the COVID-19 pandemic.~~these unfavorable economic conditions. These actions include implementing price escalations ~~in long-term contracts, implementing price~~and surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management, ~~strategic~~strategically sourcing ~~alignments,~~materials, reviewing and modifying distribution logistics, and accelerating integration synergies where possible. The Company expects to continue to ~~realize these~~incur increased costs ~~over~~in future quarters. Management will continue to monitor the ~~next few quarters.~~evolving situations but, as a result of the numerous uncertainties surrounding the COVID-19 pandemic, recent supply chain disruptions and the Russian invasion of Ukraine, we are unable to specifically predict the extent and length of time that our business may be negatively impacted. We also face the possibility that additional actions may be taken by governmental authorities and private industry, or government policies may become more restrictive in response to the COVID-19 pandemic, especially if COVID-19 transmission rates increase in certain areas. Changes in trade regulations and sanctions including retaliatory measures, advancements or changes in the conflict in Ukraine, the impact of variants of COVID-19, actions taken in response to COVID-19 including curtailing operations of our plants, or significant adverse impacts to our customers, suppliers, distribution channels and operating locations, could result in material adverse impacts to the business, including impairment charges from changes in estimates.

~~Cybersecurity Exposure~~Cyber Incident

As previously announced, on June 26, 2022, we detected a cyber security incident which impacted the Company’s network. The Company promptly activated incident response protocols, which included shutting down certain systems, and commenced an investigation of the incident, which is ongoing. The Company also notified law enforcement and engaged legal counsel and other third-party incident response and cybersecurity professionals.

Based on the Company's assessment to date and on the information currently known, the incident has not had a significant financial impact and the Company does not believe the incident will have a material impact on its business,

operations or financial results. The Company maintains cyber insurance, subject to certain deductibles and policy limitations typical for its size and industry.

Integration 2.0

During the ~~third~~first quarter ~~2021, one~~ of 2022, Wabtec announced a three-year strategic review expected to target incremental run rate synergies estimated to be between $75 million and $90 million by 2025. The scope of the review will include consolidating our ~~vendors publicly disclosed vulnerabilities~~operating footprint, reducing headcount, streamlining the end-to-end manufacturing process, restructuring the North America distribution channels, expanding operations in ~~one~~low-cost countries and simplifying the business through systems enablement, including the source-to-pay process. Management will also consider additional capital investments to further simplify and streamline the business. The Company anticipates that it will incur one-time restructuring charges in the future to execute on decisions resulting from the review, currently estimated to be approximately $135 million to $165 million. The estimate could change based on the specific programs approved or changes to the scope of ~~its operating systems that is used in a range of products across~~ the ~~rail sector and other industries, including in certain Wabtec products. In response, Wabtec reviewed its digital onboard locomotive products and locomotive control systems~~review. No significant programs related to ~~determine which products may be affected and~~Integration 2.0 were initiated during the potential impact to Wabtec, our customers and other relevant parties. To date, no known vulnerabilities in our products have been exploited; however, we are working closely with our vendor to appropriately address potentially impacted products. Additionally, we have communicated with potentially affected customers and discussed mitigation strategies.nine months ended September 30, 2022.

2725

RESULTS OF OPERATIONS

Consolidated Results

THIRD QUARTER ~~2021~~2022 COMPARED TO THIRD QUARTER ~~2020~~2021

The following table shows our Consolidated Statements of Operations for the periods indicated.


		Three Months Ended September 30,					Three Months Ended September 30,
In millions	In millions	2021		2020		In millions	2022		2021
Net sales:	Net sales:					Net sales:
Sales of goods	Sales of goods	$	1,489.1	$	1,543.6	Sales of goods	$	1,625	$	1,489
Sales of services	Sales of services	417.8		321.5		Sales of services	456		418
Total net sales	Total net sales	1,906.9		1,865.1		Total net sales	2,081		1,907
Cost of sales:	Cost of sales:					Cost of sales:
Cost of goods	Cost of goods	(1,075.5)		(1,109.9)		Cost of goods	(1,200)		(1,075)
Cost of services	Cost of services	(229.1)		(189.0)		Cost of services	(233)		(229)
Total cost of sales	Total cost of sales	(1,304.6)		(1,298.9)		Total cost of sales	(1,433)		(1,304)
Gross profit	Gross profit	602.3		566.2		Gross profit	648		603
Operating expenses:	Operating expenses:					Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	(269.0)		(252.7)		Selling, general and administrative expenses	(260)		(269)
Engineering expenses	Engineering expenses	(43.8)		(36.5)		Engineering expenses	(54)		(44)
Amortization expense	Amortization expense	(72.5)		(70.3)		Amortization expense	(73)		(73)
Total operating expenses	Total operating expenses	(385.3)		(359.5)		Total operating expenses	(387)		(386)
Income from operations	Income from operations	217.0		206.7		Income from operations	261		217
Other income and expenses:	Other income and expenses:					Other income and expenses:
Interest expense, net	Interest expense, net	(42.2)		(45.6)		Interest expense, net	(48)		(42)
Other income, net	Other income, net	0.5		14.3		Other income, net	4		—
Income before income taxes	Income before income taxes	175.3		175.4		Income before income taxes	217		175
Income tax expense	Income tax expense	(43.5)		(46.9)		Income tax expense	(54)		(43)
Net income	Net income	131.8		128.5		Net income	163		132
Less: Net income attributable to noncontrolling interest	Less: Net income attributable to noncontrolling interest	(1.2)		(0.4)		Less: Net income attributable to noncontrolling interest	(3)		(1)
Net income attributable to Wabtec shareholders	Net income attributable to Wabtec shareholders	$	130.6	$	128.1	Net income attributable to Wabtec shareholders	$	160	$	131

The following table shows the major components of the change in sales in the three months ended September 30, ~~2021~~2022 from the three months ended September 30, ~~2020:~~2021:


In millions	In millions	Freight Segment		Transit Segment		Total		In millions	Freight Segment		Transit Segment		Total
Third Quarter 2020 Net Sales		$	1,237.3	$	627.8	$	1,865.1
Third Quarter 2021 Net Sales								Third Quarter 2021 Net Sales	$	1,295	$	612	$	1,907
Acquisitions	Acquisitions	38.3		—		38.3		Acquisitions	18		1		19
Foreign Exchange	Foreign Exchange	7.5		15.1		22.6		Foreign Exchange	(21)		(78)		(99)
Organic	Organic	11.9		(31.0)		(19.1)		Organic	239		15		254
Third Quarter 2021 Net Sales		$	1,295.0	$	611.9	$	1,906.9
Third Quarter 2022 Net Sales								Third Quarter 2022 Net Sales	$	1,531	$	550	$	2,081

Net sales

Net sales for the three months ended September 30, ~~2021~~2022 increased by ~~$42~~$174 million, or ~~2.2%~~9.1%, to ~~$1.91~~$2.08 billion compared to the same period in ~~2020. Organic sales in the~~2021. Freight Segment organic sales increased ~~$12~~$239 million driven primarily by Equipment sales from higher international locomotive deliveries and higher mining equipment sales, and Services sales from higher locomotive modernizations and a larger active locomotive fleet. In addition, Components sales increased due to ~~an increase~~a higher railcar build and increased railcars in ~~Services and Components, partially offset by lower Equipment~~operation, and Digital ~~Electronics sales.~~sales increased due to higher demand for on-board locomotive products and network optimization software. Transit ~~segment~~Segment organic sales ~~decreased by $31~~increased $15 million primarily due to higher demand for OEM and

2826

~~million due to global supply chain and COVID-19 related disruptions.~~Aftermarket products. Sales from acquisitions contributed $19 million to the ~~acquisition of Nordco were $38 million~~change in net sales and ~~favorable changes in foreign currency~~unfavorable exchange rates, ~~increased~~primarily in the Transit Segment, decreased sales by ~~$23~~$99 million.

Cost of sales

Cost of sales for the three months ended September 30, ~~2021~~2022 increased by $6$129 million, or ~~0.4%~~9.9%, to ~~$1.30~~$1.43 billion compared to the same period in ~~2020.~~2021. Cost of sales as a percentage of sales was 68.9% and 68.4% for the three months ended September 30, 2022 and 2021, respectively, representing a 0.5 percentage point increase. The increase can be attributed to increased materials, transportation and labor costs and an unfavorable product mix partially offset by improved productivity and decreased restructuring cost. Cost of sales for the three months ended September 30, 2022 and 2021 ~~includes~~included $5 million and $23 million, respectively, of restructuring costs, primarily for footprint rationalization in Europe. Cost of sales in the three months ended September 30, 2020 included $5 million of restructuring costs, primarily for the exit of certain product lines, footprint rationalization, and related headcount actions ~~as part of the GE Transportation acquisition~~ and in response to the COVID-19 pandemic. Excluding these charges in both years, cost of sales as a percentage of sales was 67.2% in 2021 and 69.4% in 2020, representing a 2.2 percentage point decrease. The decrease can be attributed to a favorable product mix, the realization of synergies and the effects of prior year restructuring programs, partially offset by increased metals, transportation and labor costs.footprint rationalization.

Operating expenses

Total operating expenses increased ~~$26~~$1 million, or ~~7.2%~~0.3%, for the three months ended September 30, 2022 compared to ~~$385~~the same period in 2021. Operating expenses as a percentage of sales was 18.6% and 20.2% for the three months ended September 30, 2022 and 2021, respectively. Selling, general and administrative expenses ("SG&A") decreased $9 million due to lower restructuring and transaction costs. Restructuring and transaction costs included in SG&A were $4 million and $12 million for the three months ended September 30, ~~2021 to 20.2% of sales compared to $360 million, or 19.3% of sales in the same period of 2020. Restructuring~~2022 and ~~transaction costs included in selling, general, and administrative expense ("SG&A") were $12 million for both the three months ended September 30,~~ 2021, ~~and 2020,~~ respectively, and were primarily for headcount actions and footprint rationalization ~~and related headcount actions. Excluding restructuring and transaction costs and $4~~programs. Engineering expenses increased $10 million ~~of incremental expense from the acquisition of Nordco, SG&A increased $13 million~~ primarily ~~for higher employee compensation and benefit costs. Engineering expense increased $7 million~~ due to investments in new ~~technologies and products and amortization~~technology. Amortization expense ~~increased $2 million due to the acquisition of Nordco.~~remained flat year over year.

Interest expense, net

Interest expense, net, ~~decreased $3~~increased $6 million for the three months ended September 30, ~~2021~~2022 compared to the same period in ~~2020 attributable~~2021 primarily due to ~~lower overall average debt balances and lower~~higher effective interest ~~rates.~~rates in the current period.

Other income, net

Other income, net, ~~was $1~~increased to $4 million of income for the three months ended September 30, ~~2021 compared to $14 million of income in the same period of 2020. The variance is primarily~~2022 driven by ~~foreign exchange gains in the prior year compared to losses~~higher equity income in the current year.

Income taxes

The effective income tax rate was ~~24.8%~~24.7% and ~~26.7%~~24.8% for the three months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The decrease in the quarterly effective tax rate is primarily the result of ~~tax expense on~~ a ~~restructuring that was incurred during~~more favorable earnings mix for the ~~three months~~period ended September 30, ~~2020 that did not recur in 2021.~~2022.

2927

Freight Segment

The following table shows our Consolidated Statements of Operations for our Freight Segment for the periods indicated:


		Three Months Ended September 30,							Three Months Ended September 30,
In millions	In millions	2021			2020			In millions	2022			2021
Net sales:	Net sales:							Net sales:
Sales of goods	Sales of goods	$	883.0		$	923.3		Sales of goods	$	1,079		$	883
Sales of services	Sales of services	412.0			314.0			Sales of services	452			412
Total net sales	Total net sales	1,295.0			1,237.3			Total net sales	1,531			1,295
Cost of sales:	Cost of sales:							Cost of sales:
Cost of goods	Cost of goods	(626.6)			(659.8)			Cost of goods	(804)			(626)
Cost of services	Cost of services	(224.7)			(183.0)			Cost of services	(230)			(225)
Total cost of sales	Total cost of sales	(851.3)			(842.8)			Total cost of sales	(1,034)			(851)

Gross profit	Gross profit	443.7			394.5			Gross profit	497			444

Operating expenses	Operating expenses	(248.5)			(234.3)			Operating expenses	(264)			(249)

Income from operations ($)	Income from operations ($)	$	195.2		$	160.2		Income from operations ($)	$	233		$	195
Income from operations (%)		15.1		%	12.9		%
Income from operations (% of net sales)								Income from operations (% of net sales)	15.2		%	15.1		%

The following table shows the major components of the change in net sales for the Freight Segment in the third quarter of ~~2021~~2022 from the third quarter of ~~2020:~~2021:


In millions
Third Quarter ~~2020~~2021 Net Sales	$	~~1,237.3~~1,295
Acquisitions	~~38.3~~18
Foreign Exchange	~~7.5~~ (21)
Changes in Sales by Product Line:
Equipment	~~(21.6)~~113
Services	89
Components	~~10.9~~19
Digital Electronics	~~(7.1)~~
~~Services~~	~~29.7~~18
Third Quarter ~~2021~~2022 Net Sales	$	~~1,295.0~~1,531

Net sales

Freight Segment sales ~~for the three months ended September 30, 2021~~ increased by ~~$58~~$236 million, or ~~4.7%~~18.2%, to ~~$1.30~~$1.53 billion, compared to the same period in ~~2020. Organic~~2021. Equipment sales increased ~~$12 million primarily in Services~~ due to ~~lower~~higher international locomotive ~~parkings~~deliveries and higher mining equipment sales, Services sales increased from higher locomotive modernizations and a larger active locomotive fleet, Components sales increased due to a higher railcar build and increased ~~Components sales. These increases were partially offset by a decrease~~railcars in ~~Equipment~~operation, and Digital sales increased due to ~~lower~~higher demand for on-board locomotive ~~deliveries primarily in North America~~products and ~~supply chain disruptions.~~network optimization software. Sales from acquisitions contributed ~~$38~~$18 million to the change in net sales and ~~favorable~~the effects of unfavorable foreign ~~currency~~ exchange rates ~~increased net~~decreased sales by $8$21 million.

Cost of sales

Freight Segment cost of sales for the three months ended September 30, ~~2021~~2022 increased by $9$183 million, or ~~1.0%~~21.5%, to ~~$851 million,~~$1.03 billion, compared to the same period in ~~2020. Excluding restructuring~~2021. The increase is primarily due to the increase in sales and ~~transaction costs, cost~~increased materials, transportation and labor costs. Cost of sales as a percentage of sales was ~~65.7% in~~67.5% and 65.8% for the three months ended September 30, 2022 and 2021, ~~and 68.0% in 2020,~~respectively, representing a ~~2.3~~1.7 percentage point ~~decrease. The decrease can be attributed to a favorable~~increase driven by an unfavorable product mix and the increased costs discussed above. Cost of sales ~~and improved absorption~~for the three months ended September 30, 2022 included restructuring costs of ~~fixed~~$4 million primarily for headcount actions. Cost of sales for the three months ended September 30, 2021 included transaction costs asof $1 million primarily related to the ~~prior year was particularly affected by the COVID-19 pandemic, partially offset by increased metals, transportation and labor costs.~~acquisition of Nordco.

Operating expenses

Freight Segment operating expenses increased ~~$14~~$15 million, or ~~6.1%~~6.0%, ~~in 2021 to $249 million, or 19.2% of sales compared to $234 million or 18.9% of sales in the same period in 2020. Restructuring and transaction costs included in SG&A were $3 million and $7 million~~ for the three months ended September 30, ~~2021 and 2020, respectively . Excluding restructuring~~

2022 compared to the same period in 2021. SG&A increased $2 million due to incremental expense from acquisitions. SG&A for the three months ended September 30,

~~and transaction costs and $4~~ 2022 includes $1 million of ~~additional~~restructuring costs, compared to $2 million for ~~acquisitions, SG&A~~the same period in 2021. Engineering expenses increased $6$13 million primarily ~~due to higher employee compensation and benefit costs. Engineering costs increased $6 million~~ due to investments in new ~~technologies and products and amortization expenses~~technology. Amortization expense increased $1 million due to ~~the addition of Nordco.~~acquisitions.

3129

Transit Segment

The following table shows our Consolidated Statements of Operations for our Transit Segment for the periods indicated:


		Three Months Ended September 30,							Three Months Ended September 30,
In millions	In millions	2021			2020			In millions	2022			2021
Net sales	Net sales	$	611.9		$	627.8		Net sales	$	550		$	612
Cost of sales	Cost of sales	(453.3)			(456.1)			Cost of sales	(399)			(454)
Gross profit	Gross profit	158.6			171.7			Gross profit	151			158

Operating expenses	Operating expenses	(114.7)			(107.6)			Operating expenses	(98)			(114)

Income from operations ($)	Income from operations ($)	$	43.9		$	64.1		Income from operations ($)	$	53		$	44
Income from operations (%)		7.2		%	10.2		%
Income from operations (% of net sales)								Income from operations (% of net sales)	9.6		%	7.2		%

The following table shows the major components of the change in net sales for the Transit Segment in the third quarter of ~~2021~~2022 from the third quarter of ~~2020:~~2021:


In millions
Third Quarter ~~2020~~2021 Net Sales	$	~~627.8~~612
Acquisitions	1
Foreign Exchange	~~15.1~~ (78)
Changes in Sales by Product Line:
Original Equipment Manufacturing	~~(22.0)~~5
Aftermarket	~~(9.0)~~10
Third Quarter ~~2021~~2022 Net Sales	$	~~611.9~~550

Net sales

Transit Segment sales for the three months ended September 30, ~~2021~~2022 decreased by ~~$16~~$62 million, or ~~2.5%~~10.1%, to ~~$612~~$550 million compared to the same period in ~~2020.~~2021. The ~~decrease is primarily attributed~~effects of unfavorable foreign exchange rates decreased sales by $78 million. Transit Segment organic sales increased by $15 million due to ~~global supply chain~~increased demand and ~~COVID-19 pandemic disruptions,~~an increase in government transportation spending partially offset by ~~favorable foreign currency exchange rate changes.~~the carryover effects of the cyber incident in the second quarter.

Cost of sales

Transit Segment cost of sales for the three months ended September 30, ~~2021~~2022 decreased by $3$55 million, or ~~0.6%~~12.1%, to ~~$453~~$399 million compared to the same period in ~~2020.~~2021. The decrease is primarily due to the decrease in sales discussed above along with a decrease in restructuring cost in the current year. Cost of sales as a percentage of sales was 72.5% and 74.2% for the three months ended September 30, 2022 and 2021, respectively, representing a 1.7 percentage point decrease. This can be attributed to improved productivity, higher pricing, the exit of low margin businesses in the United Kingdom, and prior year structured cost actions taken through restructuring programs, partially offset by increased materials, transportation and labor costs and inefficiencies associated with the cyber incident. Cost of sales for the three months ended September 30, 2022 and 2021 includes $1 million and ~~2020 includes~~ $22 million, ~~and $3 million~~respectively, of restructuring costs, ~~respectively,~~ primarily ~~due to~~for footprint rationalization in ~~Europe. Excluding these charges, cost of sales as a percentage of sales was 70.4% in 2021~~Europe and 72.2% in 2020, representing a 1.8 percentage point decrease. The decrease can be attributed to improved operational performance stemming from the effects of prior year restructuring programs and disruption from the COVID-19 pandemic, partially offset by increased metals, transportation and labor costs.headcount actions.

Operating expenses

Transit Segment operating expenses ~~increased $7~~decreased $16 million, or ~~6.6%~~14.0%, ~~in 2021 to $115 million or 18.7% of sales,~~for the three months ended September 30, 2022 compared to ~~$108 million or 17.1% of sales in~~ the same period in ~~2020. Restructuring and transaction costs included in~~2021. SG&A ~~were $5 million and $3~~decreased $14 million for the three months ended September 30, 2022 compared to the same period in 2021 due to the effects of foreign exchange rates and ~~2020,~~lower employee compensation and benefit costs. SG&A for the three months ended September 30, 2022 and 2021 includes $2 million and $5 million of restructuring costs, respectively, ~~and were~~ primarily for footprint rationalization and related headcount actions. ~~Excluding restructuring and transaction costs, SG&A increased $4 million primarily due to employee compensation and benefit costs.~~ Additionally, engineering and amortization expenses remained consistent year over year.

FIRST NINE MONTHS OF ~~2021~~2022 COMPARED TO FIRST NINE MONTHS OF ~~2020~~2021

The following table shows our Consolidated Statements of Operations for the periods indicated.


		Nine Months Ended September 30,					Nine Months Ended September 30,
In millions	In millions	2021		2020		In millions	2022		2021
Net sales:	Net sales:					Net sales:
Sales of goods	Sales of goods	$	4,562.2	$	4,540.5	Sales of goods	$	4,714	$	4,562
Sales of services	Sales of services	1,187.2		991.9		Sales of services	1,342		1,187
Total net sales	Total net sales	5,749.4		5,532.4		Total net sales	6,056		5,749
Cost of sales:	Cost of sales:					Cost of sales:
Cost of goods	Cost of goods	(3,368.2)		(3,327.1)		Cost of goods	(3,431)		(3,368)
Cost of services	Cost of services	(664.6)		(573.7)		Cost of services	(737)		(664)
Total cost of sales	Total cost of sales	(4,032.8)		(3,900.8)		Total cost of sales	(4,168)		(4,032)
Gross profit	Gross profit	1,716.6		1,631.6		Gross profit	1,888		1,717
Operating expenses:	Operating expenses:					Operating expenses:
Selling, general and administrative expenses	Selling, general and administrative expenses	(766.5)		(712.9)		Selling, general and administrative expenses	(757)		(766)
Engineering expenses	Engineering expenses	(123.5)		(123.7)		Engineering expenses	(149)		(124)
Amortization expense	Amortization expense	(214.7)		(211.6)		Amortization expense	(218)		(215)
Total operating expenses	Total operating expenses	(1,104.7)		(1,048.2)		Total operating expenses	(1,124)		(1,105)
Income from operations	Income from operations	611.9		583.4		Income from operations	764		612
Other income and expenses:	Other income and expenses:					Other income and expenses:
Interest expense, net	Interest expense, net	(134.7)		(150.3)		Interest expense, net	(135)		(135)
Other income, net	Other income, net	25.0		5.8		Other income, net	15		25
Income before income taxes	Income before income taxes	502.2		438.9		Income before income taxes	644		502
Income tax expense	Income tax expense	(130.5)		(113.4)		Income tax expense	(162)		(130)
Net income	Net income	371.7		325.5		Net income	482		372
Less: Net (income) loss attributable to noncontrolling interest		(3.9)		1.0
Less: Net income attributable to noncontrolling interest						Less: Net income attributable to noncontrolling interest	(7)		(4)
Net income attributable to Wabtec shareholders	Net income attributable to Wabtec shareholders	$	367.8	$	326.5	Net income attributable to Wabtec shareholders	$	475	$	368

The following table shows the major components of the change in sales in the nine months ended September 30, ~~2021~~2022 from the nine months ended September 30, ~~2020:~~2021:


In millions	In millions	Freight Segment		Transit Segment		Total		In millions	Freight Segment		Transit Segment		Total
First Nine Months of 2020 Net Sales		$	3,743.0	$	1,789.4	$	5,532.4
First Nine Months of 2021 Net Sales								First Nine Months of 2021 Net Sales	$	3,814	$	1,935	$	5,749
Acquisitions	Acquisitions	76.7		—		76.7		Acquisitions	62		3		65
Foreign Exchange	Foreign Exchange	25.1		126.7		151.8		Foreign Exchange	(41)		(171)		(212)
Organic	Organic	(30.6)		19.1		(11.5)		Organic	508		(54)		454
First Nine Months of 2021 Net Sales		$	3,814.2	$	1,935.2	$	5,749.4
First Nine Months of 2022 Net Sales								First Nine Months of 2022 Net Sales	$	4,343	$	1,713	$	6,056

Net sales

Net sales for the nine months ended September 30, ~~2021~~2022 increased by ~~$217~~$307 million, or ~~3.9%~~5.3%, to ~~$5.7~~$6.06 billion compared to the same period in ~~2020. Transit segment~~2021. Freight Segment organic sales increased ~~$19~~$508 million ~~due to improved demand for original equipment door, HVAC, and brakes systems. This increase is partially offset~~driven primarily by an organic decrease in the Freight segment of $31 million due to lower locomotive Equipment sales, particularly in North America and lower Digital Electronics sales due to supply chain disruptions partially offset by an increase in Services sales from higher locomotive modernizations and a ~~decrease~~larger active locomotive fleet. In addition, Equipment sales increased due to higher international locomotive deliveries and higher mining equipment sales, and Components sales increased due to a higher railcar build, increased railcars in operation and growth in industrial end-markets. Transit Segment organic sales decreased $54 million primarily due to supply chain issues caused by the COVID-19 pandemic and the prior year exit of low margin

3331

~~locomotive parkings. Favorable changes~~businesses and contracts in ~~foreign~~the United Kingdom. Sales from acquisitions contributed $65 million, primarily in the Freight Segment, and unfavorable exchange rates, ~~increased~~primarily in the Transit Segment, decreased sales by ~~$152 million and sales from the acquisition of Nordco contributed $77~~$212 million.

Cost of sales

Cost of sales for the nine months ended September 30, ~~2021~~2022 increased by ~~$132~~$136 million, or 3.4%, to ~~$4.0~~$4.17 billion compared to the same period in ~~2020.~~2021. The increase is primarily due to the increase in sales and increased materials, labor and transportation costs, partially offset due to favorable product mix between operating segments and product lines. Cost of sales as a percentage of sales was 68.8% and 70.1% for the nine months ended September 30, 2022 and 2021, respectively, representing a 1.3 percentage point decrease. The decrease as a percentage of sales can be attributed to favorable product mix, higher pricing and strong productivity and lower restructuring cost, partially offset by the increase in the costs described above. Cost of sales for the nine months ended September 30, 2022 and 2021 ~~includes~~included $12 million and $48 million, respectively, of restructuring costs, primarily for ~~footprint rationalization and~~ headcount actions ~~in Europe. Cost of sales in the first nine months of 2020 included $23 million of restructuring costs, primarily for the exit of certain product lines,~~and footprint rationalization and related headcount actions as part of the integration of the GE Transportation acquisition and in response to the COVID-19 pandemic. Excluding these charges in both years, cost of sales as a percentage of sales was 69.3% in 2021 and 70.1% in 2020, representing a 0.8 percentage point decrease. The decrease can be attributed to synergy savings and the structural cost actions taken in the prior year, partially offset by increased metals, transportation and labor costs.rationalization.

Operating expenses

Total operating expenses increased ~~$57~~$19 million, or ~~5.4%~~1.7%, infor the ~~first~~ nine months ~~of 2021~~ended September 30, 2022 compared to the same period in ~~2020.~~2021. Operating expenses as a percentage of sales was ~~19.2%~~18.6% and ~~18.9%~~19.2% for the nine months ended September 30, 2022 and 2021, respectively. SG&A decreased $9 million for the nine months ended September 30, compared to the same period in 2021 due to the impacts of foreign exchange rates and ~~2020, respectively.~~lower restructuring and transaction costs, partially offset by higher technology costs and incremental expense from acquisitions. Restructuring and transaction costs included in SG&A were ~~$32~~$8 million and ~~$41~~$32 million for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and were primarily for headcount actions and footprint rationalization programs. ~~Excluding restructuring and transaction costs and $9 million of incremental expense from the acquisition of Nordco, SG&A~~Engineering expenses increased ~~$54~~$25 million primarily due to ~~higher employee compensation~~investments in new technology and ~~benefit costs and costs incurred to support the higher sales volumes. Engineering~~incremental expense ~~remained flat and amortization~~from acquisitions. Amortization expense increased $3 million primarily due to the acquisition of Nordco.

Interest expense, net

Interest expense, net, ~~decreased $16 million in~~remained consistent for the ~~first~~ nine months ~~of 2021~~ended September 30, 2022 compared to the same period in ~~2020 attributable to lower overall average debt balances and lower interest rates.~~2021.

Other income, net

Other income, net, was ~~$25~~$15 million of income infor the ~~first~~ nine months ~~of 2021~~ended September 30, 2022 compared to $6$25 million of income in the same period of ~~2020. The variance is~~2021 primarily driven by a foreign exchange ~~gains~~loss of $5 million in the current year as compared to ~~losses~~a gain of $7 million in the prior ~~year as well as higher equity income in the current~~ year.

Income taxes

The effective income tax rate was ~~26.0%~~25.1% and ~~25.8%~~26.0% for the nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increase~~decrease in the effective tax rate is primarily the result of ~~withholding tax expense on intercompany dividends incurred during~~a more favorable earnings mix for the nine months ended September 30, ~~2021.~~2022.

3432

Freight Segment

The following table shows our Consolidated Statements of Operations for our Freight Segment for the periods indicated:


		Nine Months Ended September 30,					Nine Months Ended September 30,
In millions	In millions	2021		2020		In millions	2022			2021
Net sales:	Net sales:					Net sales:
Sales of goods	Sales of goods	$	2,645.6	$	2,774.6	Sales of goods	$	3,014		$	2,646
Sales of services	Sales of services	1,168.6		968.4		Sales of services	1,329			1,168
Total net sales	Total net sales	3,814.2		3,743.0		Total net sales	4,343			3,814
Cost of sales:	Cost of sales:					Cost of sales:
Cost of goods	Cost of goods	(1,950.6)		(2,039.2)		Cost of goods	(2,203)			(1,951)
Cost of services	Cost of services	(650.2)		(555.0)		Cost of services	(726)			(650)
Total cost of sales	Total cost of sales	(2,600.8)		(2,594.2)		Total cost of sales	(2,929)			(2,601)

Gross profit	Gross profit	1,213.4		1,148.8		Gross profit	1,414			1,213

Operating expenses	Operating expenses	(703.2)		(685.4)		Operating expenses	(759)			(703)

Income from operations ($)	Income from operations ($)	$	510.2	$	463.4	Income from operations ($)	$	655		$	510
Income from operations (%)		13.4%		12.4%
Income from operations (% of net sales)						Income from operations (% of net sales)	15.1		%	13.4		%

The following table shows the major components of the change in net sales for the Freight Segment in the first nine months of ~~2021~~2022 from the first nine months of ~~2020:~~2021:


In millions
First Nine Months of ~~2020~~2021 Net Sales	$	~~3,743.0~~3,814
Acquisitions	~~76.7~~62
Foreign Exchange	~~25.1~~ (41)
Changes in Sales by Product Line:
Services	242
Equipment	~~(174.4)~~184
Components	~~8.0~~66
Digital Electronics	~~(36.3)~~
~~Services~~	~~172.1~~16
First Nine Months of ~~2021~~2022 Net Sales	$	~~3,814.2~~4,343

Net sales

Freight Segment sales ~~for the nine months ended September 30, 2021~~ increased by ~~$71~~$529 million or ~~1.9%~~13.9%, to ~~$3.81~~$4.34 billion, compared to the same period in 2020. Organic sales decreased by $31 million primarily due to lower locomotive Equipment sales, particularly in North America and lower Digital Electronics sales due to supply chain constraints and COVID-19 disruptions, partially offset by an increase in2021. Services sales ~~due to~~increased from higher locomotive modernizations and ~~overhauls~~a larger active locomotive fleet, Equipment sales increased due to higher international locomotive deliveries and higher mining equipment sales, and Components sales increased due to a ~~decrease~~higher railcar build and increased railcars in ~~parking of locomotives. The organic sales decrease was more than offset by sales~~operation. Sales from acquisitions, ~~of $77~~contributed $62 million and the effects of ~~favorable~~unfavorable foreign exchange rates ~~of $25~~decreased sales by $41 million.

Cost of sales

Freight Segment cost of sales for the nine months ended September 30, ~~2021~~2022 increased by $7$328 million, or 12.6%, to ~~$2.60~~$2.93 billion, compared to the same period in ~~2020.~~2021. The increase is primarily due to the increase in sales and increased materials, transportation and labor costs. Cost of sales as a percentage of sales was 67.4% and 68.2% for the nine months ended September 30, 2022 and 2021, respectively, representing a 0.8 percentage point decrease which benefited from favorable product mix, increased pricing, improved productivity and synergy savings. Cost of sales for the nine months ended September 30, 2022 and 2021 includes $7 million and $6 million, respectively, of restructuring and transaction costs, primarily for ~~a charge related to purchase price accounting for the step-up of Nordco inventory and~~ headcount ~~actions as part of the ongoing integration actions~~actions. The nine months ended September 30, 2021 also included transaction costs related to the ~~GE Transportation~~Nordco acquisition. ~~Cost of sales in~~

Operating expenses

Freight Segment operating expenses increased $56 million, or 8.0%, for the ~~first~~ nine months ~~of 2020~~ended September 30, 2022 compared to the same period in 2021. SG&A increased $23 million primarily due to incremental expense from acquisitions and higher technology costs, partially offset by a decrease in restructuring and transaction costs. Restructuring and transaction costs included ~~$16 million of restructuring costs, primarily~~in SG&A for the ~~exit of certain product lines, costs~~nine months ended September 30, 2022 were $1 million compared to $11 million for ~~site closures, and related~~the same period in 2021 primarily for headcount actions as part of the integration of the GE Transportation acquisition and in response to the COVID-19 pandemic. Excluding these charges in both years, cost of sales as a percentage of sales was 68.0% and 68.9% in for the nine months ended September 30, 2021 and 2020, respectively, representing a 0.9 percentage point

~~decrease. The decrease can be attributed to a favorable mix of sales and improved absorption of fixed costs, partially offset by increased metals, transportation and labor costs.~~

~~Operating expenses~~

Freight Segment operating expenses for the nine months ended September 30, 2021 increased $18 million compared to the same period in 2020. Restructuring and transaction costs included in SG&A were $11 million and $28 million for the nine months ended September 30, 2021 and 2020, respectively and were primarily for headcount actions and footprint rationalization as part of the integration of GE Transportation. ~~Excluding restructuring and transaction and $9 million of incremental expense for acquisitions, SG&A~~Engineering expenses increased ~~$26~~$29 million primarily due to ~~higher employee compensation~~investments in new technology and ~~benefit costs. Engineering~~incremental expense ~~decreased $3~~from acquisitions. Amortization expense increased $4 million due to ~~cost control measures on research and development projects and amortization expense increased $3 million due to the acquisition of Nordco.~~

acquisitions.

3634

Transit Segment

The following table shows our Consolidated Statements of Operations for our Transit Segment for the periods indicated:


		Nine Months Ended September 30,							Nine Months Ended September 30,
In millions	In millions	2021			2020			In millions	2022			2021
Net sales	Net sales	$	1,935.2		$	1,789.4		Net sales	$	1,713		$	1,935
Cost of sales	Cost of sales	(1,432.0)			(1,306.6)			Cost of sales	(1,239)			(1,432)
Gross profit	Gross profit	503.2			482.8			Gross profit	474			503

Operating expenses	Operating expenses	(343.9)			(309.9)			Operating expenses	(306)			(344)

Income from operations ($)	Income from operations ($)	$	159.3		$	172.9		Income from operations ($)	$	168		$	159
Income from operations (%)		8.2		%	9.7		%
Income from operations (% of net sales)								Income from operations (% of net sales)	9.8		%	8.2		%

The following table shows the major components of the change in net sales for the Transit Segment in the first nine months of ~~2021~~2022 from the first nine months of ~~2020:~~2021:


In millions
First Nine Months of ~~2020~~2021 Net Sales	$	~~1,789.4~~1,935
Acquisitions	3
Foreign Exchange	~~126.7~~ (171)
Changes in Sales by Product Line:
Original Equipment Manufacturing	~~21.4~~ (16)
Aftermarket	~~(2.3)~~(38)
First Nine Months of ~~2021~~2022 Net Sales	$	~~1,935.2~~1,713

Net sales

Transit Segment sales for the nine months ended September 30, ~~2021 increased~~2022 decreased by ~~$146~~$222 million, or ~~8.1%~~11.5%, to ~~$1.94~~$1.71 billion compared to the same period in ~~2020,~~2021, with unfavorable foreign exchange rates ~~being the primary driver~~reducing sales $171 million. Sales of ~~the increase. Transit segment organic sales increased $19 million~~Original Equipment Manufacturing decreased due to ~~improved~~supply chain issues caused by the COVID-19 pandemic partially offset by higher demand ~~for original equipment door, HVAC,~~ and ~~brakes systems.~~an increase in government transportation spending. Aftermarket sales decreased from lower maintenance and overhauls driven by the prior year exit of low margin businesses and contracts in the United Kingdom, as well as supply chain issues caused by the COVID-19 pandemic. Additionally, both Original Equipment Manufacturing and Aftermarket sales were impacted by a manufacturing disruption caused by the second quarter cyber incident.

Cost of sales

Transit Segment cost of sales for the nine months ended September 30, ~~2021 increased~~2022 decreased by ~~$125~~$193 million, or ~~9.6%~~13.5%, to ~~$1.43~~$1.24 billion compared to the same period in ~~2020.~~2021. The decrease is primarily due to the decrease in sales discussed above and decreased restructuring costs. Cost of sales as a percentage of sales was 72.3% and 74.0% for the nine months ended September 30, 2022 and 2021, respectively, representing a 1.7 percentage point decrease. This can be attributed to improved productivity, higher pricing, the exit of low margin businesses in the United Kingdom, and prior year structured cost actions taken through restructuring programs, partially offset by increased metals, transportation and labor costs. Cost of sales for the nine months ended September 30, 2022 and 2021 included $5 million and ~~2020 includes~~ $43 million, ~~and $8 million~~respectively, of restructuring ~~and transactions~~ costs, respectively, primarily for footprint rationalization in Europe. Excluding these costs, cost of sales as a percentage of sales was 71.8% in 2021 and 72.6% in 2020, a 0.8 percentage point decrease over the comparable period in 2020, attributable to improved operational efficiency and the impact that the COVID-19 pandemic had on margins in 2020, partially offset by increased metals, transportation and labor costs.

~~Operating expenses~~

Transit Segment operating expenses increased $34 million, or 11.0%, in 2021 to 17.8% of sales. Restructuring and transaction costs included within SG&A were $12 million and $6 million for the nine months ended September 30, 2021 and 2020, respectively, and were primarily for headcount actions and footprint rationalization in Europe. ~~Excluding restructuring and transaction costs,~~

Operating expenses

Transit Segment operating expenses decreased $38 million, or 11.0%, for the nine months ended September 30, 2022 compared to the same period in 2021. SG&A ~~increased $25~~decreased $33 million ~~primarily~~ due to ~~higher employee compensation and benefit costs and to support~~ the ~~increase~~decrease in sales, ~~volumes. Engineering expense increased $3~~the effects of foreign exchange rates and decreased restructuring cost. SG&A for the nine months ended September 30, 2022 and 2021 included $5 million and $12 million, respectively, of restructuring costs, primarily for headcount actions in Europe. Additionally, engineering and amortization ~~expense~~expenses remained consistent year over year.

3735

Liquidity and Capital Resources

Liquidity is provided primarily by operating cash flow and borrowings under the Company’s Senior Notes and ~~Senior Credit Facility~~unsecured credit facility with a consortium of commercial banks. Additionally, the Company utilizes the revolving receivables program and supply chain financing program described below for added flexibility as part of our liquidity management strategy. The following is a summary of selected cash flow information and other relevant data:


		Nine Months Ended September 30,					Nine Months Ended September 30,
In millions	In millions	2021		2020		In millions	2022		2021
Cash provided by (used for):	Cash provided by (used for):					Cash provided by (used for):
Operating activities	Operating activities	$	759.3	$	458.1	Operating activities	$	628	$	759
Investing activities	Investing activities	$	(475.3)	$	(119.9)	Investing activities	$	(149)	$	(475)
Financing activities	Financing activities	$	(433.3)	$	(360.8)	Financing activities	$	(395)	$	(433)

Operating activities In the first nine months of ~~2021,~~2022, cash provided by ~~operations~~operating activities was ~~$759~~$628 million compared to ~~cash provided by operations of $458~~$759 million in the first nine months of ~~2020.~~2021. Significant changes to the sources and (uses) of cash for the nine month periods include the following:

•~~($6)~~$92 million attributable to higher Net income and other changes in the related statements of income amounts;

•$(252) million from net changes in working capital primarily driven by: ~~($210)~~$(369) million unfavorable change in inventory primarily from proactive inventory build-ups ahead of expected growth and in response to supply chain challenges, $(74) million related to changes in receivables due to timing and volume of sales and the net change in the Revolving Receivables ~~Program; ($40)~~Program, and $191 million ~~unfavorable change~~ in ~~inventory primarily from inventory build-ups in response to supply chain challenges; $244 million improvement from~~ accounts payable, primarily due to the timing of payments to ~~suppliers and the COVID-19 related impacts on expenditures in 2020;~~suppliers;

•~~approximately $140~~$(100) million from higher employee related benefit payments, inclusive of payments related to ~~cash payments made during 2020 for costs related to the GE Transportation acquisition~~severance accruals; and, ~~settlement of litigation that did not recur;~~

•~~and $114 attributable to higher Net income and other~~$156 million from changes in the ~~related statement~~timing of ~~income.~~customer deposits.

Investing activities In the first nine months of ~~2021~~2022 and ~~2020,~~2021, cash used for investing activities was ~~$475~~$(149) million and ~~$120~~$(475) million, respectively. The major components of the cash outflow in ~~2021~~2022 were ~~$79~~$(82) million in additions to property, plant and equipment for investments in our facilities and manufacturing processes and ~~$405~~$(69) million ~~in net cash paid~~ for ~~the acquisition of Nordco.~~strategic acquisitions. This compares to ~~$99~~$(78) million in additions to property, plant, and equipment ~~for additions in the first nine months of 2020~~ and ~~$40~~$(405) million in net cash paid for acquisitions ~~during 2020.~~in the first nine months of 2021. Additional information with respect to acquisitions is included in Note 3 of the “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this report.

Financing activities In the first nine months of ~~2021,~~2022, cash used for financing activities was ~~$433~~$(395) million which included ~~$4.3 billion~~$93 million from changes in ~~proceeds from~~ debt, ~~$4.5 billion in repayments of debt, $200~~$(400) million in stock repurchases, and ~~$69~~$(83) million of dividend payments. In the first nine months of ~~2020,~~2021, cash used for financing activities was ~~$361~~$(433) million, which included ~~$2.9 billion~~$(162) million in ~~proceeds from debt, $3.1 billion in~~net repayments of debt, ~~$105~~$(200) million in stock repurchases and ~~$69~~$(69) million of dividend payments.

AsDuring the second quarter of ~~September 30, 2021,~~2022, the Company ~~held approximately $456~~redeemed $25 million of ~~cash, cash equivalents~~principal from the 2024 Notes plus a premium and ~~restricted cash,~~the related accrued interest.

On August 15, 2022, the Company amended, restated and replaced the then-existing credit agreement. The Restated Credit Agreement updated the multi-currency revolving loan facility from $1.2 billion to $1.5 billion and added a new Delayed Draw Term Loan of which $29 million of cash was classified as restricted cash. Of the $456 million, approximately $55 million was held within the United States and approximately $401 million was held outside of the United States, primarily in Europe, India, Brazil, and China. While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriatedup to ~~the United States.~~

$250 million. Additional information with respect to credit facilities and long-term debt is included in Note 8 of the "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report.

As of September 30, 2022, the Company held approximately $514 million of cash and cash equivalents, of which approximately $1 million was held within the United States and approximately $513 million was held outside of the United States, primarily in India, Europe, China, and Brazil. While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the United States net of any tax impacts.

We or our affiliates may, from time to time, seek to retire or purchase outstanding debt through negotiated or open-market cash purchases, exchanges, or otherwise, and such transactions, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

Revolving Receivables Program

~~In May 2020, the~~The Company ~~entered into~~utilizes a revolving ~~agreement~~receivables facility to ~~transfer~~sell up to ~~$150~~$350 million of certain receivables ~~of the Originators~~ through our bankruptcy-remote ~~subsidiary~~facility to a financial institution on a recurring basis in exchange for cash equal to the gross receivables transferred. The bankruptcy remote subsidiary is a separate legal entity with its own creditors, and its assets are not available to pay creditors of the Company or any other affiliates of the Company. During the first quarter of 2021, the Company amended its revolving agreement to increase the amount of certain receivables that can be transferred from $150 million to $200 million.sold. As customers pay their balances, we transfer additional receivables into the program, ~~resulting~~which results in our gross receivables sold exceeding ~~net~~collections reinvested for any applicable periods. Net cash ~~flow impacts (e.g., collect~~proceeds from the revolving receivables program were $205 million and ~~reinvest). The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary which held additional receivables of $284.8~~$84 million atfor the nine months ended September 30, 2022 and 2021, ~~that are pledged as collateral under this agreement. The transfers are recorded at the fair value of the proceeds received and obligations assumed less derecognized receivables.No obligation was recorded at September 30, 2021 as the estimated expected credit~~

~~losses on receivables sold is insignificant. Our maximum exposure to loss related to these receivables transferred is limited~~respectively. Additional information with respect to the ~~amount outstanding. The Company has agreed~~Revolving Receivables Program is included in Note 2 of "Notes to ~~guarantee the performance~~Condensed Consolidated Financial Statements" included in Part I, Item 1 of the Originators respective obligations under the revolving agreement. None of the Company (except for the bankruptcy-remote consolidated subsidiary referenced above) nor the Originators guarantees the collectability of the receivables under the revolving agreements.this report.

Supply Chain Financing Program

The Company has entered into supply chain financing arrangements with third-party financial institutions to provide our vendors with enhanced payment options while providing the Company with added working capital flexibility. The Company does not provide any guarantees under these arrangements, does not have an economic interest in our supplier's voluntary participation and does not receive an economic benefit from the financial institutions. The arrangements do not change the payable terms negotiated by the Company and our vendors and does not result in a change in the classification of amounts due as accounts payable in the consolidated balance ~~sheet.~~sheets.

Guarantor Summarized Financial Information

The obligations under the Company's US Notes and Senior Credit ~~Facility, and 364 Day~~ Facility have been fully and unconditionally guaranteed by certain of the Company's U.S. subsidiaries. Each guarantor is 100% owned by the parent company, with the exception of GE Transportation, a Wabtec Company, which has 15,000 shares outstanding of Class A Non-Voting Preferred Stock held by General Electric Company. The Euro Notes are issued by Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") and are fully and unconditionally guaranteed by the Company.

On January 1, 2022, the Company completed an internal legal entity reorganization that resulted in changes to the subsidiaries and operating divisions serving as guarantors under the Company's US Notes and Senior Credit Facility. As such, certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation in line with the legal reorganization. Refer to Exhibit 22.1 for the updated list of guarantor subsidiaries.

The following tables present summarized financial information of the parent and the guarantor subsidiaries on a combined basis for the Company's US Notes and Senior Credit ~~Facility, and 364 Day~~ Facility. The combined summarized financial information eliminates intercompany balances and transactions among the parent and guarantor subsidiaries and equity in earnings and investments in any guarantor subsidiaries or non-guarantor subsidiaries. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and guarantor subsidiaries.

Summarized Statement of Income


	Unaudited
	Westinghouse Air Brake Technologies Corp. and Guarantor Subsidiaries
In millions	Nine Months Ended September 30, ~~2021~~2022
Net sales	$	~~2,786.5~~3,431
Gross profit	$	~~641.5~~829
Net income attributable to Wabtec shareholders	$	~~106.5~~288

Summarized Balance Sheet


		Unaudited					Unaudited
		Westinghouse Air Brake Technologies Corp. and Guarantor Subsidiaries					Westinghouse Air Brake Technologies Corp. and Guarantor Subsidiaries
In millions	In millions	September 30, 2021		December 31, 2020		In millions	September 30, 2022		December 31, 2021
Current assets	Current assets	$	926.1	$	1,092.3	Current assets	$	1,189	$	1,057
Noncurrent assets	Noncurrent assets	$	1,950.4	$	1,835.7	Noncurrent assets	$	2,435	$	2,344
Current liabilities	Current liabilities	$	1,149.8	$	1,408.8	Current liabilities	$	1,683	$	1,414
Long-term debt	Long-term debt	$	3,482.0	$	3,779.6	Long-term debt	$	3,329	$	3,483
Other non-current liabilities	Other non-current liabilities	$	577.1	$	373.9	Other non-current liabilities	$	612	$	592

3937

The following is a description of the transactions between the combined Westinghouse Air Brake Technologies Corp. and guarantor subsidiaries with non-guarantor subsidiaries.


	Unaudited
	Westinghouse Air Brake Technologies Corp. and Guarantor Subsidiaries
In millions	Nine Months Ended September 30, ~~2021~~2022
Net sales to non-guarantor subsidiaries	$	~~494.2~~590
Purchases from non-guarantor subsidiaries	$	~~100.8~~1,030

	Unaudited
	Westinghouse Air Brake Technologies Corp. and Guarantor Subsidiaries
In millions	September 30, ~~2021~~2022
Amount due from/(to) non-guarantor subsidiaries	$	~~(3,356.9)~~(6,601)

Summarized Financial Information—Euro Notes

The obligations under Wabtec Netherlands’ Euro Notes are fully and unconditionally guaranteed by the Company. Wabtec Netherlands is a wholly-owned, indirect subsidiary of the Company. Wabtec Netherlands is a holding company and does not have any independent operations. Its assets consist of its investments in subsidiaries, which are separate and distinct legal entities that are not guarantors of the Euro Notes and have no obligations to pay amounts due under Wabtec Netherlands’ obligations.

On January 1, 2022, the Company completed an internal legal entity reorganization that resulted in changes to the operating divisions serving as the parent guarantor under the Company's Euro Notes. As such, certain prior year amounts have been reclassified, where necessary, to conform to the current year presentation in line with the legal reorganization.

The following tables present summarized financial information of Wabtec Netherlands, as the ~~issuer~~Issuer of the Euro Notes, and the Company, as the parent ~~guarantor,~~Guarantor, on a combined basis. The combined summarized financial information eliminates all intercompany balances and transactions among Wabtec Netherlands and the Company as well as all equity in earnings from and investments in any subsidiary of the Company, other than Wabtec Netherlands, which we refer to below as the ~~Non-Issuer and~~ Non-Guarantor Subsidiaries. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under SEC Regulation S-X for the issuer and parent guarantor.

Summarized Statement of Income


	Unaudited
	Issuer and Guarantor
In millions	Nine Months Ended September 30, ~~2021~~2022
Net sales	$	~~401.9~~311
Gross profit	$	~~76.9~~46
Net income attributable to Wabtec shareholders	$	~~(290.4)~~(237)

Summarized Balance Sheet


		Unaudited					Unaudited
		Issuer and Guarantor					Issuer and Guarantor
In millions	In millions	September 30, 2021		December 31, 2020		In millions	September 30, 2022		December 31, 2021
Current assets	Current assets	$	213.8	$	407.9	Current assets	$	162	$	217
Noncurrent assets	Noncurrent assets	$	699.8	$	709.8	Noncurrent assets	$	762	$	770
Current liabilities	Current liabilities	$	436.6	$	824.1	Current liabilities	$	646	$	479
Long-term debt	Long-term debt	$	4,055.4	$	3,779.6	Long-term debt	$	3,815	$	4,044
Other non-current liabilities	Other non-current liabilities	$	308.2	$	314.1	Other non-current liabilities	$	204	$	207

The following is a description of the transactions between the combined Westinghouse Air Brake Technologies Corp. and Wabtec Netherlands, with the subsidiaries of Westinghouse Air Brake Technologies Corp., other than Wabtec Netherlands,

none of which are guarantors of the Euro Notes.


	Unaudited
	Issuer and Guarantor
In millions	Nine Months Ended September 30, ~~2021~~2022
Net sales to non-guarantor subsidiaries	$	~~52.1~~24
Purchases from non-guarantor subsidiaries	$	~~82.1~~59

	Unaudited
	Issuer and Guarantor
In millions	September 30, ~~2021~~2022
Amount due from/(to) non-guarantor subsidiaries	$	~~(5,565.1)~~(8,138)

Company Stock Repurchase Plan

On February ~~11, 2021,~~10, 2022, the Board of Directors increased its stock repurchase authorization to increase the amount available for stock repurchases to ~~$500~~$750 million of the Company’s outstanding shares. This new stock repurchase authorization ~~supersedes~~superseded the previous authorization of $500 million of which ~~about $292.2~~approximately $155 million remained. No time limit was set for the completion of the program which conforms to the requirements under the Senior Credit Facility and the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of September 30, 2022, approximately $395 million was remaining under the stock repurchase plan.

Forward Looking Statements

We believe that all statements other than statements of historical facts included in this report, including certain statements under “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure that our assumptions and expectations are correct.

These forward-looking statements are subject to various risks, uncertainties and assumptions about us, including, among other things:

Economic and industry conditions

•changes in general economic and/or industry specific conditions, including the impacts of tax and tariff programs, inflation, supply chain disruptions, foreign currency exchange, and industry consolidation;

•prolonged unfavorable economic and industry conditions in the markets served by us, including North America, South America, Europe, Australia, Asia and Africa;

•decline in demand for freight cars, locomotives, passenger transit cars, buses and related products and services;

•reliance on major original equipment manufacturer customers;

•original equipment manufacturers’ program delays;

•demand for services in the freight and passenger rail industry;

•demand for our products and services;

•orders either being delayed, canceled, not returning to historical levels, or reduced or any combination of the foregoing;

•consolidations in the rail industry;

•continued outsourcing by our customers;

•industry demand for faster and more efficient braking equipment;

•fluctuations in interest rates and foreign currency exchange rates; or

•availability of credit; or

•changes in market consensus as to what attributes are required for projects to be considered "green" or "sustainable" or negative perceptions regarding determinations in such regard with respect to our Green Finance Framework;

Operating factors

•supply disruptions;

•technical difficulties;

•changes in operating conditions and costs;

•increases in raw material costs;

•successful introduction of new products;

•performance under material long-term contracts;

•labor availability and relations;

•hiring and retention of key personnel;

•the outcome of our existing or any future legal proceedings, including litigation involving our principal customers and any litigation with respect to environmental matters, asbestos-related matters, pension liabilities, warranties, product liabilities, competition and anti-trust matters or intellectual property claims;

•completion and integration of ~~acquisitions, including the acquisition of Faiveley Transport and the GE Transportation Business; or~~acquisitions;

•the development and use of new technology; or

•cybersecurity and data protection risks;

Competitive factors

•the actions of competitors; or

•the outcome of negotiations with partners, suppliers, customers or others;

Political/governmental factors

•political stability in relevant areas of the ~~world;~~world, including the impacts of war and conflicts;

•future regulation/deregulation of our customers and/or the rail industry;

•levels of governmental funding on transit projects, including for some of our customers;

•political developments and laws and regulations, including those related to Positive Train Control; or

��federal and state income tax legislation;

•~~tax law, regulation~~sanctions imposed on countries and ~~policy;~~persons; or

•the outcome of negotiations with ~~governments.~~governments;

COVID-19 factors

•the severity and duration of the pandemic;

•deterioration of general economic conditions;

•shutdown of one or more of our operating facilities;

•supply chain and sourcing disruptions;

•ability of our customers to pay timely for goods and services delivered;

•health of our employees;

•ability to retain and recruit talented employees; or

•difficulty in obtaining debt or equity ~~financing.~~financing;

Statements in this Quarterly Report on Form 10-Q apply only as of the date on which such statements are made, and we undertake no obligation to update any statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Reference is also made to the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021 and the risk factor added in Part II, Item 1A of this report on Form 10-Q.

Critical Accounting ~~Policies~~Estimates

A summary of critical accounting ~~policies~~estimates is included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. In particular, judgment is used in areas such as accounts receivable and the allowance for doubtful accounts, inventories, goodwill and indefinite-lived intangibles, business combinations, warranty reserves, stock-based compensation, income taxes, and revenue recognition. There have been no significant changes in the related accounting policies since December 31, ~~2020.~~2021.

Contractual Obligations

On June 3, 2021, Wabtec Netherlands completed a public offering and sale of €500.0 million aggregate principal amount of Euro Notes. The Euro Notes will bear interest from June 3, 2021, at a rate equal to 1.250% per year, with payments made annually commencing on December 3, 2021. Additionally, duringDuring the second quarter of ~~2021, all U.S. dollar-denominated Term Loans were repaid.~~2022, the Company redeemed $25 million of principal from the 2024 Notes plus a premium and the related accrued interest. As a result, of these collective changes, interest payment obligations related to total debt as of September 30, 2021 are expected to be $164.8 million for 2021, $310.8 million for 2022-2023, $230.6 million for 2024-2025, and $226.0 million thereafter for a combined total of $932.2 million. Further, as of September 30, 2021, contractual obligations related to the repayment of Long-term debt ~~are expected~~for 2023-2024 were reduced from $1,012 million to ~~be $3.8 million for 2021, $250.0 million for 2022-2023, $1,261.4 million for 2024-2025, and $2,579.7 million thereafter for a combined total of $4,094.9~~$987 million.

4241

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A of Part II of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Our exposure to market risk has not changed materially since December 31, ~~2020.~~2021. Refer to Note 13 - Fair Value Measurement and Derivative ~~Financial~~ Instruments ~~and Hedging~~ of "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report for additional information regarding interest rate and foreign currency exchange risk.

Item 4. CONTROLS AND PROCEDURES

Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s “disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of September 30, ~~2021.~~2022. Based upon their evaluation, the principal executive officer and principal financial officer concluded that Wabtec’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by Wabtec in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by Wabtec in such reports is accumulated and communicated to Wabtec’s Management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, ~~2021,~~2022, that has materially affected, or is reasonably likely to materially affect, Wabtec’s internal control over financial reporting.

4342

PART II—OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Additional information with respect to legal proceedings is included in Note 1514 of “Notes to Condensed Consolidated Financial Statements” included in Part I, Item 1 of this report.

Item 1A. RISK FACTORS

In response to the ~~cybersecurity exposure discussed in Part I Item II - Management's Discussion~~Russian invasion of Ukraine and ~~Analysis~~the impact of ~~Financial Condition and Results of Operations of this Form 10-Q,~~the conflict on the Company ~~has reviewed~~ and ~~updated~~the global markets, the Company is providing the below additional risk factor. Other than the below, ~~risk factor,~~ there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~We face cybersecurity~~The ongoing conflict between Russia and ~~data protection risks relating to cyber-attacks~~Ukraine may adversely affect our business and ~~information technology failures that could cause loss~~results of ~~confidential information~~operations.

Given the nature of our business and our global operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as those arising from the current conflict between Russia and Ukraine, may adversely affect our business ~~disruptions.~~and results of operations. The broader consequences of this conflict, which may include further sanctions, embargoes, regional instability, and geopolitical shifts; disruptions to transportation and distribution routes, or strategic decisions to alter certain routes; potential retaliatory action by the Russian government against companies, including us, including nationalization of foreign businesses and/or assets in Russia; increased tensions between the United States and countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.

Additionally, Wabtec has operations and a strategic joint venture in Kazakhstan that have continued operating but have incurred supply, distribution and currency impacts as an indirect result from the Russian invasion of Ukraine. To date, the operations in Kazakhstan have not been significantly impacted by the ongoing conflict outside of the overall unfavorable impact to economic conditions; however, the future impact to these operations cannot be predicted.

~~We rely extensively on~~To the ~~security, stability,~~extent the current conflict between Russia and ~~availability~~Ukraine adversely affects our business, particularly in Russia and Kazakhstan, it may also have the effect of ~~technology systems~~heightening many other risks disclosed in our ~~business. We also collect, process,~~Annual Report, any of which could materially and retain sensitive and confidential customer information, including proprietary business information, personal data and other information that may be subject to privacy and security laws, regulations and/or customer-imposed data protection controls. Our business may be adversely ~~impacted by unintentional technology disruptions, including those resulting from programming errors, employee operational errors, software defects, and product vulnerabilities.~~

~~We also provide technological products integral to train operation. Accordingly,~~affect our business ~~may be adversely impacted by~~and results of operations. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation and business spending; disruptions to our ~~own or third-party information~~global technology infrastructure, ~~which could result from cybersecurity incidents,~~ including ~~but not limited~~through cyberattack, ransom attack, or cyber-intrusion; adverse changes in international trade policies and relations; our ability to ~~unauthorized access~~maintain or increase our prices, our ability to implement and execute our business strategy, disruptions in global supply chains, our exposure to foreign currency fluctuations, and constraints, volatility, or disruption in the ~~Company’s information technology systems, data access or acquisition, and/or encryption~~capital markets, difficulty staffing and managing impacted operations, and the recoverability of assets in the Company’s environment. For instance, one of our vendors publicly disclosed vulnerabilities in its operating system that we use for certain Wabtec products. A successful exploitation of our own or our vendors’ information technology infrastructure could result in service interruptions, safety hazards, misappropriation of confidential information, process failures, security breaches or other operational difficulties. Such an event could result in decreased revenues and increased capital, insurance or operating costs, including the increased costs of security to protect the Company’s infrastructure, among other results. Insurance maintained by the Company to protect against loss of business and other related consequences resulting from cyber incidents may not be sufficient to cover all damages. A disruption or compromise of the Company’s technology systems, even for short periods of time, could have a material adverse effect.region.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the Company's stock repurchase activity for the three months ended September 30, ~~2021:~~2022:
Issuer Purchases of Common Stock
In millions, except shares and price per share Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs (1) Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
July 2021 — $ — — $ 499.4
August 2021 2,265,103 $ 87.89 2,265,103 $ 300.3
September 2021 — $ — — $ 300.3
Total quarter ended September 30, 2021 2,265,103 $ — 2,265,103 $ 300.3


Issuer Purchases of Common Stock
In millions, except shares and price per share	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs (1)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Programs (1)
July 2022	11,214	$	81.73	11,214	$	395
August 2022	—	$	—	—	$	395
September 2022	—	$	—	—	$	395
Total quarter ended September 30, 2022	11,214	$	81.73	11,214	$	395

(1) On February ~~11, 2021,~~10, 2022, the Board of Directors increased its stock repurchase authorization ~~such that~~to increase the ~~Company has $500 million~~amount available for stock repurchases to $750 million of the Company’s outstanding shares. This new stock repurchase authorization ~~supersedes~~superseded the previous authorization of $500 million, of which ~~about $292.2~~approximately $155 million ~~remained.~~remained at the reauthorization date. No time limit was set for the completion of the program which conforms to the requirements under the Senior Credit Facility and the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of September 30, 2022, approximately $395 million was remaining under the stock repurchase plan.

Item 4. MINE SAFETY DISCLOSURES

Not Applicable

Item 6. EXHIBITS

The following exhibits are being filed with this report:


10.1			~~Employment~~ ~~Continuation~~Amendment and Restatement Agreement, ~~of John~~ A. ~~Olin~~ dated as of ~~September 14, 2021~~

~~10.2~~			~~Transition~~August 15, 2022, among Westinghouse Air Brake Technologies Corporation, Wabtec Transportation Netherlands BV, the other loan parties hereto, the lenders party thereto, the issuing banks thereto, the swingline lender and PNC Bank, National Association as administrative agent (including the Amended and Restated Credit Agreement, ~~of Patrick~~ A. ~~Dugan dated~~ as ~~of September 9, 2021~~Annex I thereto).

22.1			List of Subsidiary Guarantors

31.1			Rule 13a-14(a) Certification of Chief Executive Officer.

31.2			Rule 13a-14(a) Certification of Chief Financial Officer.

32.1			Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

101.INS			XBRL Instance Document.

101.SCH			XBRL Taxonomy Extension Schema Document.

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

By:			/s/ JOHN A. OLIN
			John A. Olin
			Executive Vice President and Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

DATE:			~~October 27, 2021~~November 1, 2022

4645


	Three Months Ended September 30,				Nine Months Ended September 30,
In millions	2021		2020		2021		2020
Operating lease expense	$	15.3	$	14.1	$	43.8	$	42.9
Finance lease expense amortization of leased assets	0.2		0.3		0.4		0.9

Short-term and variable lease expense	0.1		—		0.4		0.1
Sublease income	(0.1)		(0.1)		(0.3)		(0.3)
Total	$	15.5	$	14.3	$	44.3	$	43.6


			Fair Value Measurements at September 30, 2021 Using
	Total Carrying Value at September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
In millions
Foreign Exchange Contracts
Other current assets	$	8.9	$	—	$	8.9	$	—
Other current liabilities	—		—		—		—
Cross-Currency Swap Agreement
Other current assets	5.1		—		5.1		—