Annual Report 2021
WabtecCorp.com
Forward Looking Statements
This Annual Report contains “forward-looking”
statements as that term is defined in Section
27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act
of 1934, as amended by the Private Securities
Litigation Reform Act of 1995. All statements,
other than historical facts, are forward-looking
statements. Forward-looking statements
concern future circumstances and results and
other statements that are not historical facts
and are sometimes identified by the words
“may,” “will,” “should,” “potential,” “intend,”
“expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,”
“believe,” “could,” “project,” “predict,”
“continue,” “target” or other similar words
or expressions. Forward-looking statements
are based upon current plans, estimates,
and expectations that are subject to risks,
uncertainties, and assumptions. Should one or
more of these risks or uncertainties materialize,
or should underlying assumptions prove
incorrect, actual results may vary materially
from those indicated or anticipated by such
forward-looking statements. The inclusion of
such statements should not be regarded as
a representation that such plans, estimates,
or expectations will be achieved. Important
factors that could cause actual results to
differ materially from such plans, estimates, or
expectations include, among others, risk factors
as detailed from time to time in our reports filed
with the Securities and Exchange Commission.
We do not undertake any obligation to update
any forward-looking statements, whether as
a result of new information or development,
future events, or otherwise, except as required
by law. Readers are cautioned not to place
undue reliance on any of these forward-looking
statements. In the enclosed Annual Report on
Form 10-K, see “Forward-Looking Statements”
and “Risk Factors.”
Non-GAAP Financial Measures
This Annual Report mentions certain non-
GAAP financial performance measures,
including adjusted operating margin and
adjusted earnings per diluted share. While
we believe these are useful supplemental
measures for investors, they are not presented
in accordance with GAAP. Investors should not
consider non-GAAP measures in isolation or as
a substitute for items calculated in accordance
with GAAP. In addition, the non-GAAP financial
measures included in this Annual Report have
inherent material limitations as performance
measures because they add back certain
expenses incurred by the company to GAAP
financial measures, resulting in those expenses
not being taken into account in the applicable
non-GAAP financial measure. Because not
all companies use identical calculations, our
presentation of non-GAAP financial measures
may not be comparable to other similarly titled
measures of other companies. Included in this
Annual Report are reconciliation tables that
provide details about how adjusted results
relate to GAAP results.
Reconciliation and reported results (in millions)
Reported Results
Restructuring & Transaction Costs
Non-cash Amortization Expense
Foreign Exchange Gain
Amended Return, net
Adjusted Results
EPS
$2.96
$0.33
$1.13
($0.03)
($0.13)
$4.26
Reported Income from Operations
Reported Margin
Restructuring and Transaction Costs
Non-cash Amortization Expense
Adjusted Income from Operations
Adjusted Margin
$876
11.2%
$78
$287
$1,241
15.9%
LETTER FROM RAFAEL SANTANA, PRESIDENT & CEO
Dear fellow shareholders
2021 was a year of continued transformation and innovation
at Wabtec. We took significant steps to drive progress against
our long-term strategy by delivering profitable growth, margin
expansion, and strong cash flow generation.
Despite several unprecedented external factors,
including supply chain challenges, inflation, labor
availability, and the continued presence of COVID-19,
our team persevered and effectively served our
customers while investing in next-generation
technologies and innovative solutions that deliver
cleaner, greener, smarter, and safer transportation.
I am incredibly proud of the resiliency of our team to
operate under these challenging conditions, maintain
our operations, pivot across our supply chain, and
deliver for our customers.
Looking forward, both the fundamentals of the
company and our ability to deliver long-term
shareholder value remains strong.
2021 Financial Performance
The efforts of our team and the broader execution of
our strategic plan enabled Wabtec to realize a year
of strong financial performance. Total sales for 2021
were $7.82 billion, with cash flow from operations of
$1.07 billion. This is a record level of cash generated
by Wabtec and a remarkable accomplishment given
the incredibly dynamic supply chain and inflationary
environment.
environment due to the pandemic and its impact
on ridership levels and operator budget constraints.
Our Transit team is leading a transformation across
the segment and continues to improve project
execution, productivity, and cost actions. We ended
the year with adjusted earnings per share of $4.26,
up 12.4 percent from 2020.
In 2021, we achieved our goal of $250 million
in run-rate synergies since the merger with GE
Transportation. This took place 15 months earlier
than expected and is a testament to the team’s
focus on execution. We also continued to invest
in the future with the strategic acquisition of
Nordco, which provides great opportunities to drive
profitable growth and international expansion in the
maintenance of way sector. Finally, we returned $392
million of capital to shareholders via dividends and
share repurchases.
Through these achievements, we will continue to
build on our solid foundation and are in a strong
position to drive profitable growth, generate cash,
and perform for our shareholders, customers, and
employees in the short- and long-term.
We achieved an adjusted operating margin of 15.9
percent and delivered significant adjusted operating
margin improvement in our Transit segment,
where we continue to experience a mixed market
Delivering on Our Purpose:
Move and Improve the World
As always, Wabtec’s ability to innovate is its
greatest competitive differentiator. Last year, we
3
continued to push the boundaries of innovation
by developing breakthrough initiatives and
sustainable technologies that are changing the face
of the industry. Recognizing that the world needs
transformative – not incremental – change to drive
the decarbonization of rail, we announced a bold
vision to accelerate the shift to alternative clean
energy solutions through zero-emission battery-
electric and hydrogen-powered locomotives.
This included testing in revenue-service operation
the world’s first heavy-haul 100-percent battery-
electric locomotive, which proved successful in
reducing fuel consumption and CO2 emissions
by more than 11 percent while operating in a
train consist between two other locomotives. Our
next version of the FLXdrive, which is currently in
development, is expected to go even further and
reduce fuel and emissions by up to 30 percent.
Customers globally are investing in our advanced
FLXdrive technology and we expect this to be an
area of continued growth. Looking forward, we aim
to extend this technology further to hydrogen fuel
cells for rail and help lead the industry to a zero-
emission rail network of the future.
In 2021, we also helped lead the charge to create
a safer and more efficient freight rail network.
This included new enhancements to, and the
international expansion of, Positive Train Control, as
well as helping our customers address their carbon
goals through the adoption of Trip Optimizer (TO),
TO Smart Horsepower Per Ton, TO Zero-to-Zero,
and LOCOTROL Extended Architecture. When
combined, these EPA-certified technologies drive
approximately 20 percent fuel savings, which, since
inception, has helped customers save more than
400 million gallons of diesel fuel and eliminated close
to 4.5 million tons of CO2.
Our services team is also playing a huge role
in making rail more fuel-efficient through our
modernization program. Locomotive fleets globally
are rapidly aging. Modernizations are a unique
solution to revitalize these fleets while unlocking
value for customers that includes up to 50 percent
more tractive effort, up to a 25 percent improvement
in fuel efficiency and reduction in emissions, and
a roughly 40 percent increase in reliability. Last
year we delivered our 1,000th modernization in the
Americas. Since 2015 the fuel efficiency benefits of
these 1,000 locomotives reduced carbon emissions
by more than 1.4 million tons.
Finally, we drove several new technology
breakthroughs to boost transit efficiency and reduce
emissions and pollutants. These included braking
products like Metroflexx and Regioflexx, which
helps reduce the weight, lifecycle cost, and braking
distance of a transit train, or Wabtec’s Green Friction
products, which reduce particle emissions from
friction braking on metro trains by up to 90 percent.
Leading the Way
Whether it’s freight cars, locomotives, modernizations,
or critical systems and subsystems in Transit and
Freight, our solutions increase efficiency, reduce
costs, and slash emissions. We are moving at
scale, with speed and quality to deliver for our
customers. As an industrial disruptor, we will
continue to build on these strengths in 2022
and launch innovative solutions to transform the
transportation landscape.
And lead we will. We’ve been at the forefront of
shaping and transforming this industry for more than
150 years. We have a unique portfolio and a leading
position to deliver long-term profitable growth. Our
strategy is built on our expertise as innovators of
breakthrough solutions that drive value. Our global
scale, commitment to continuous improvement,
and investment in rail technology will continue to
differentiate Wabtec, drive margin expansion, and
strong cash generation.
By executing on these fundamentals, we will deliver
continued results for our shareowners and our
employees, and help our customers achieve their
most important goals.
President and CEO
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2021
OR
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
(State or other jurisdiction of
incorporation or organization)
30 Isabella Street
Pittsburgh, Pennsylvania 15212
(Address of principal executive offices, including zip code)
Securities registered pursuant to Section 12(b) of the Act:
25-1615902
(IRS Employer
Identification No.)
(412) 825-1000
(Registrant’s telephone number)
Class
Common Stock, par value $.01 per share
Trading Symbol
WAB
Name of Exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ¨.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ý.
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 ý 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files) Yes ý 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
Emerging growth company
x Accelerated filer
☐ Smaller reporting company ☐
¨ Non-accelerated filer ¨
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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý.
The registrant estimates that as of June 30, 2021, the aggregate market value of the voting shares held by non-affiliates of the registrant was
approximately $15.4 billion based on the closing price on the New York Stock Exchange for such stock.
As of February 11, 2022, 185,290,114 shares of Common Stock of the registrant were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the registrant’s Annual Meeting of Stockholders to be held on May 18, 2022 are incorporated by
reference into Part III of this Form 10-K.
TABLE OF CONTENTS
PART I
Page
3
16
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90
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART IV
2
Item 1.
BUSINESS
General
PART I
Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, is a Delaware corporation
with headquarters at 30 Isabella Street in Pittsburgh, Pennsylvania. Our telephone number is 412-825-1000, and our website is
located at www.wabteccorp.com. Except as the context otherwise requires, all references to “we”, “our”, “us”, the “Company”
and “Wabtec” refer to Westinghouse Air Brake Technologies Corporation and its consolidated subsidiaries. George
Westinghouse founded the original Westinghouse Air Brake Co. in 1869 when he invented the air brake. Westinghouse Air
Brake Company (“WABCO”) was formed in 1990 when it acquired certain assets and operations from American Standard, Inc.,
now known as Trane (“Trane”). The Company went public on the New York Stock Exchange in 1995.
Throughout the years, the Company has made a number of strategic acquisitions leading the Company to where it is
today. These have primarily included:
•
•
•
the 1999 merger with MotivePower Industries, Inc. whereby the Company adopted its current name of Westinghouse
Air Brake Technologies Corporation, or Wabtec;
the 2017 acquisition of Faiveley Transport, S.A. (“Faiveley Transport”), a leading provider of value-added, integrated
systems and services, primarily for the global transit rail market. Based in France, the Faiveley Transport business has
roots to 1919 and made Wabtec a leader in manufacturing pantographs, automatic door mechanisms, air conditioning
systems, railway braking systems and couplers; and
the 2019 acquisition of GE Transportation, a business unit of General Electric Company. This brought a global
technology leader and supplier of locomotives, equipment, services and digital solutions to the rail, mining, marine,
stationary power and drilling industries into Wabtec.
As a result of those strategic acquisitions, as well as other smaller acquisitions and organic growth, Wabtec is now one of
the world’s largest providers of locomotives, value-added, technology-based equipment, systems and services for the global
freight rail and passenger transit industries with approximately 25,000 employees, excluding contingent workers, and
operations in over 50 countries. We believe we hold a leading market share for many of our core product lines globally. 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.
•
•
•
•
•
•
•
Through both internal growth as well as acquisitions, Wabtec has positioned itself with the following strategic benefits:
Increased diversity of revenues by product, geography and market. Comprehensive product offerings spanning the
freight rail and passenger transit industries, as well as products in the bus, mining and marine, and discrete industrial
markets help Wabtec to balance the cyclical nature of the global rail business.
Significant operating synergies and improved financial profile. The consummation of the GE Transportation
acquisition is leading to operating synergies across all of Wabtec. As a result, we achieved over $250 million in
annual run-rate operating synergies, driven by cost and revenue opportunities. This will enhance Wabtec’s margins and
revenue growth opportunities with strong free cash flow generation to enable strategic deleveraging through debt
reduction and earnings growth.
Increased technical and engineering expertise. Particularly with the onboarding of Faiveley Transport and GE
Transportation, Wabtec's technical capabilities and product development efforts are strengthened.
Increased scale and diversification of Wabtec’s Freight product portfolio. Wabtec is one of the world’s largest
providers of locomotives, freight car components, technology-enabled equipment, systems and services for the
locomotive and freight rail industries.
Broadened product line and international presence in the transit market. Wabtec offers a comprehensive, broad and
diversified portfolio of products to the transit rail industries throughout the world.
Complementary Digital and Electronics technologies. Wabtec has a comprehensive digital portfolio and leading
engineering and technical intellectual property, which provides electronics and digital technologies to meet growing
demand for train intelligence and network optimization.
Enhanced Aftermarket and Services opportunities. Wabtec has an installed base of more than 23,000 locomotives and
content on virtually all North American locomotives and freight cars, as well as a diverse offering of Transit
locomotives and cars both internationally and domestically, which enables significant opportunities in the higher-
margin aftermarket parts and services business and mitigates the exposure to cycles.
3
Industry Overview
The Company primarily serves the global freight rail and passenger transit industries. As such, our operating results are
largely dependent on the level of activity, financial condition and capital spending plans of freight railroads and passenger
transit agencies around the world, and transportation equipment manufacturers who serve those markets. Many factors
influence these industries, including general economic conditions; traffic volumes, as measured by freight carloadings and
passenger ridership; government spending on public transportation; and investment in new technologies. In general, trends
such as increasing urbanization and growth in developing markets, a focus on sustainability and environmental awareness,
increasing investment in technology solutions, an aging equipment fleet, and growth in global trade are expected to drive
continued investment in freight rail and passenger transit.
The Association of the European Rail Industry, UNIFE, advocates for and represents European train builders and rail
suppliers. UNIFE publishes a biennial market study that provides an overview of the market in its current form and a forecast of
its future development in different regions and market segments. According to the 2020 biennial edition of the study, the
accessible global market for railway products and services is more than $120 billion and is expected to grow in the medium-
and long-term at an average annual growth rate of 2.3% through 2025, despite an 8% COVID-induced decline in 2020. The
2020 study also concluded that the rail sector had grown 3.6% annually since 2017, supporting the appeal of rail transport for
all sectors from urban metro to commercial freight. The three largest geographic markets, which represented about 85% of the
total accessible market, were Europe, North America and Asia Pacific, all of which are projected to continue to grow.
In Europe, only 19% of freight traffic is rail while the majority of the rail system serves the passenger transit market,
which is expected to continue growing as energy and environmental policies encourage continued investment in public mass
transit, and modal shift from car to rail, although this growth may be stunted in the near-term as a result of the COVID-19
pandemic. In North America, railroads carry about 40% of intercity freight, as measured by ton-miles, which is more than any
other mode of transportation. North America’s rail network is regarded as the world’s most-efficient and lowest-cost freight rail
service. There are more than 600 railroads operating in North America, with the largest railroads, referred to as “Class I”,
accounting for more than 90% of the industry’s revenues. Growth in the Asia Pacific market has been driven mainly by the
continued urbanization of China and India, and by continued investments in freight rail rolling stock and infrastructure in
Australia to serve its mining and natural resources markets. India is making significant investments in rolling stock and
infrastructure to modernize its rail system
According to UNIFE, most emerging markets, including Russia-CIS (Commonwealth of Independent States) and Africa-
Middle East, are expected to grow at above-average rates as global trade leads to increased freight volumes and urbanization
leads to increased demand for efficient mass-transportation systems. With about 1.3 million freight cars and about 21,000
locomotives, Russia-CIS is among the largest freight rail markets in the world. The COVID-19 pandemic has impacted the
expected growth in these emerging markets.
As growth occurs, Wabtec expects to have additional opportunities to provide products and services in these markets.
New technologies offered by Wabtec can provide solutions to improve safety, cost and reliability of rail, as well as support the
modernization of the global rail fleets. In its study, UNIFE also said it expected increased investment in digitalization,
automation, and predictive maintenance through artificial intelligence, all of which would improve efficiency in the global rail
industry.
Business Segments and Products
We provide our products and services through two principal business segments, the Freight Segment and the Transit
Segment, both of which have different market characteristics and business drivers. The Freight Segment primarily manufactures
and provides aftermarket parts and services for new locomotives; provides components for new and existing locomotives and
freight cars; builds new commuter locomotives; supplies rail control and infrastructure products including electronics, positive
train control equipment, signal design and engineering services; provides a comprehensive suite of software-enabled solutions
designed to improve customer efficiency and productivity in the transportation and mining industries; overhauls locomotives;
and provides heat exchangers and cooling systems for rail and other industrial markets. Customers include large, publicly
traded railroads, leasing companies, manufacturers of original equipment such as locomotives and freight cars, and utilities. We
are the largest global manufacturer of diesel-electric locomotives for freight railroads producing mission-critical products and
solutions that help railroads reduce operating costs, decrease fuel use, minimize downtime and comply with emissions
standards. As a result of the large base of approximately 23,000 locomotives currently in use, Wabtec's services product lines of
rebuilding, remanufacturing, maintaining, and exchanging locomotives and components in the aftermarkets provides a
significant, recurring revenue stream. In 2021, the Freight Segment accounted for approximately 67% of Wabtec’s total net
sales, with approximately 57% of its net sales in the U.S. In 2021, approximately 68% of the Freight Segment’s net sales were
in the aftermarket.
4
The 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; supplies rail control and infrastructure
products including electronics, signal design and engineering services; and refurbishes passenger transit vehicles. Customers
include public transit authorities and municipalities, leasing companies, and manufacturers of passenger transit vehicles and
buses around the world. In 2021, the Transit Segment accounted for approximately 33% of our total net sales, with
approximately 14% of its net sales in the U.S. Approximately half of the Transit Segment’s net sales are in the aftermarket with
the remainder in the original equipment market. Geographically, Faiveley Transport significantly strengthened Wabtec’s
presence in the European and Asia Pacific transit markets.
Following is a summary of our leading products in both aftermarket and original equipment across both of our business
segments in 2021:
Equipment:
•
•
Diesel-electric and battery powered locomotives for freight and transit
Engines, electric motors and premium propulsion systems used in locomotives, mining, marine, stationary power and
drilling applications
• Marine and mining products
Digital & Electronic Products:
•
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•
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•
•
•
Positive Train Control ("PTC") equipment and electronically controlled pneumatic braking products
Railway electronics, including event recorders, monitoring equipment and end of train devices
Signal design and engineering services
Train performance such as distributed locomotive power, train 'cruise control', and train remote control
Transport intelligence such as Industrial/mobile Internet of Things (IoT) hardware & software, edge-to-cloud, on and
off-board analytics & rules, and asset performance management
Transport logistics such as rail transportation management, shipper transportation management, and port visibility and
optimization
Network optimization such as rail network scheduling, dispatch and optimization, intermodal, terminal management
and optimization, and rail yard management and optimization
Components:
•
•
•
•
•
•
Freight car trucks and braking equipment and related components for Freight applications
Draft gears, couplers and slack adjusters
Air compressors and dryers
Heat exchangers and cooling products for locomotives and power generation equipment
Track and switch products
New commuter and switcher locomotives
Services:
•
Freight locomotive overhaul, modernizations and refurbishment
• Master service agreements for locomotive and car maintenance
•
•
Transit locomotive and car overhaul
Unit exchange of locomotive components
Transit Products:
•
•
•
•
Railway braking equipment and related components for Transit applications, including high-speed passenger transit
vehicles
Friction products, including brake shoes, discs and pads
Heating, ventilation and air conditioning equipment
Doors for buses and subway cars
5
•
•
Platform screen doors
Pantographs
• Window assemblies
•
•
•
Couplers
Accessibility lifts and ramps for buses and subway cars
Traction motors
We have become a leader in the freight rail and passenger transit industries by capitalizing on the strength of our existing
products, technological capabilities and new product innovations, and by our ability to harden products to protect them from
severe conditions, including extreme temperatures and high-vibration environments. Supported by our technical staff of more
than 5,700 engineers and specialists, we have extensive experience in a broad range of product lines, which enables us to
provide comprehensive, systems-based solutions for our customers.
We have continued to develop Energy Management Solutions for railroads to further reduce fuel consumption and
emissions. These developments include the design of a battery electric locomotive that will be integrated with other diesel
electric locomotives in a train. This hybrid consist, under the control of our Trip Optimizer software, will significantly reduce
fuel consumption and have the ability to operate in a low emission state while in populated areas. In 2021, Wabtec and a Class
I completed a three month pilot of a battery electric locomotive which reduced fuel consumption and greenhouse gas emissions
by an average of 11% in a revenue service train. In recent years, we have also introduced a number of significant new products,
including PTC equipment that encompasses onboard digital data and global positioning communication protocols. We are
making additional investments in this technology which we believe will provide customers with opportunities to improve safety
and efficiency, in part through data analytics solutions. Other new products include HVAC inverter integrated solutions, brake
discs and brake controls, platform doors and gates and door controllers.
For additional information on our business segments, see Note 19 of “Notes to Consolidated Financial Statements”
included in Part IV, Item 15 of this report.
Competitive Strengths
Our key strengths include:
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Iconic legacy and strong reputation with a history of over 150 years of innovation. The rail industry has been in
operation for over 150 years and we have been at the forefront of shaping and transforming the rail landscape through
various innovations and technologies. Dating back to 1869 and George Westinghouse’s invention of the air brake, we
are an established leader in the rail industry for freight and passenger transit vehicles. For over 110 years, GE
Transportation has served the worldwide rail industry, which is a critical component of the global transportation system
and the global economy, with an installed base of more than 23,000 locomotives worldwide. Faiveley Transport,
founded in 1919, has a long history and is a market leader for its core products, including pantographs, automatic door
mechanisms and air conditioning systems. We have leveraged our leading positions by focusing on research and
engineering to expand beyond pneumatic braking components to supplying integrated parts and assemblies from a full
locomotive through the end of the train. We are a recognized leader in the development and production of electronic
recording, measuring and communications systems, PTC equipment, highly engineered compressors and heat
exchangers for locomotives, and a leading manufacturer of freight car components, including electronic braking
equipment, draft gears, trucks, brake shoes and electronic end-of-train devices. We are also a leading provider of
braking equipment; heating, ventilation and air conditioning equipment; door assemblies and platform screen doors;
lifts and ramps; couplers and current collection equipment, such as pantographs, for passenger transit vehicles.
Breadth of product offering with a stable mix of original equipment market (OEM) and aftermarket business. Our
product portfolio is one of the broadest in the rail industry, as we offer a wide selection of quality parts, components
and assemblies across the entire train and worldwide. We provide our products in both the original equipment market
and the aftermarket. Our substantial installed base of products with end-users such as the railroads and the passenger
transit authorities is a significant competitive advantage for providing products and services to the aftermarket because
these customers often look to purchase safety- and performance-related replacement parts from the original equipment
components supplier. In addition, as OEMs and railroad operators attempt to modernize fleets with new products
designed to improve and maintain safety and efficiency, these products must be designed to be interoperable with
existing equipment. Sales of aftermarket parts and services have historically represented approximately 60% of our
total net sales.
•
Leading design and engineering capabilities. We believe a hallmark of our relationship with our customers has been
our leading design and engineering practice, which has assisted in the improvement and modernization of global
6
railway equipment. We believe both our customers and government authorities value our technological capabilities and
commitment to innovation, as we seek not only to enhance the efficiency and profitability of our customers, but also to
improve the overall safety of the railways through continuous improvement of product performance. The Company
designs, develops and manufactures critical components and systems for the rail, mining and marine industries, which
include proprietary propulsion systems, engine platforms and controls technology. These innovative and differentiated
solutions serve as the building blocks for the rail, mining and marine industries, and help keep our global customers at
the forefront of advancing technologies. When coupled with our advanced digital analytic capabilities, our solutions
help drive increased energy management, performance and reliability to our products. To that end, we have assembled
a wide range of patented products, which we believe provides us with a competitive advantage.
• Market leader in decarbonizing the rail industry. Today, rail represents the cleanest, most energy efficient, and safest
mode of moving freight and people on land. As global demands for growth increase, current trends indicate that freight
and passenger rail activity will more than double by 2050, leading to an increased demand for sustainable
transportation of people and goods. These converging forces highlight the critical interplay between market dynamics,
the need for decarbonization and Wabtec’s business strategy. We are advancing our sustainability priorities both
through our own commitments to our people, communities, and planet, as well as by innovating next generation
technologies that reduce emissions, energy consumption and waste, and increase fuel efficiency for our customers
through advancements in our equipment and digital solutions. We are helping our customers reduce their overall carbon
footprint through the development of low-emitting locomotives like our Tier 4 and battery-electric locomotives, Trip
Optimizer, Green Air and Green Friction products, and the use of alternative fuels such as biodiesel, renewable diesel,
and hydrogen.
•
•
•
•
Driving the digital transformation of the rail industry. Our early investment in data analytics and software has
allowed us to become a strategic partner for customers looking to derive new value from assets and digitally transform
their operations. Through these initiatives, our digital solutions have helped to transform many distribution channels in
the transportation industry including mine to ports, from shipper to receiver, from port to intermodal terminals to main
line locomotives and railcars and across train yards and operation centers. The breadth of our Digital and Electronic
solutions gives customers confidence in our ability to address their current and future needs.
Strategic partnerships with longstanding customers and other key stakeholders. For more than a century, rail has
been a cornerstone of the global transportation system, and thus, the economy. Rail remains one of the most cost-
effective, energy-efficient modes of transport, both domestically and internationally. As the largest global producer of
diesel-electric locomotives, we have a significant market share both in North America and globally. We listen to our
key stakeholders and focus on areas where Wabtec can enable the most meaningful impact for our customers,
communities, and the world. Transformational change requires collaboration, so we are committed to accelerating
progress by partnering with customers, government leaders, corporations, universities and other key stakeholders. For
example, we have partnered with a customer, a leading short line and regional freight railroad, as well as a leading
artificial intelligence and robotics institution to create technologies that will decarbonize freight rail transport, improve
freight safety, and generate greater rail network utilization. We also have collaborated with a global transportation
company focused on the development and commercialization of battery technology and hydrogen fuel cell systems for
Wabtec locomotives. By working together with these partners and others, we are developing advanced solutions for the
industry to realize the zero-emission rail network of the future.
Experience with industry regulatory requirements. The freight rail and passenger transit industries are governed by
various government agencies and regulators in each country and region. These groups mandate rigorous manufacturer
certification and a new product testing and approval processes that we believe are difficult for new entrants to meet
cost-effectively and efficiently without the scale and extensive experience we possess. Certification processes are
lengthy, and often require local presence and expertise. In addition, each transit agency places a high degree of
importance on vehicle customization, which requires experience and technical expertise to meet ever-evolving
specifications.
Streamlined cost structure and operational excellence provide operating leverage and support Wabtec’s growth.
Wabtec’s lean manufacturing and continuous improvement initiatives have been a part of the Company’s culture for
more than 25 years and have enabled Wabtec to manage successfully through cycles in the rail supply market. We are
continuing to expand our Operating Excellence focus in driving productivity and delighting customers. Our Operating
Excellence Program leverages the breadth and depth of our One Wabtec expertise across the organization in sharing of
best practices, instilling a culture of learning, problem solving, continuous improvement, and driving standard
operating practices. This, coupled with our overall manufacturing and supply base footprint optimization initiatives,
will drive increased flexibility and improved responsiveness to our customer needs while driving margin improvement
through productivity.
7
Business Strategy
We strive to generate sufficient cash to invest in our growth strategies and to build on what we consider to be a leading
position as a low-cost producer in the industry while maintaining world-class product quality, technology and customer
responsiveness. We continuously strive to improve quality, delivery and productivity, and to reduce costs utilizing global
sourcing and supply chain management. These practices enable us to streamline processes, improve product reliability and
customer satisfaction, reduce product cycle times and respond more rapidly to market developments. We also rely on functional
experts within the Company across various disciplines to train, coach and share best practices throughout the Company, while
benchmarking against best-in-class competitors and peers. Over time, we expect to continue to increase operating margins,
improve cash flow and strengthen our ability to invest in the following growth strategies:
•
•
•
•
•
Accelerate innovation of scalable technologies. We continue to emphasize innovation and development funding to
create new products and capabilities to increase customer productivity, efficiency, capacity, utilization and safety, such
as the battery electric locomotive, vehicle monitoring and data analytics. We will continue to lead the way with
technologies that use less energy, reduce weight and size, and increase recyclability. We plan to invest in bringing new
technologies to market for our customers. A significant portion of our investment will be focused on three customer-
centric areas of innovation: zero-emissions operations, automation and digitization and advanced supply chain
visibility. These investments will position our customers for success and make these technologies the standard going
forward. We have a multi-year initiative to build on our existing expertise and technologies in the digital and
electronics areas. In addition, we invest in developing enhancements and new features to existing products, such as
brake discs and heat exchangers. We are focusing on technological advances, especially in the areas of electronics,
battery power and alternative fuels, braking products and other on-board equipment, as a means to deliver new product
growth. We seek to provide customers with incremental technological advances that offer immediate benefits with
cost-effective investments.
Grow and refresh expansive installed base. We are a leading transportation and component manufacturer with a
significant installed base with expansive product and service capabilities. We have over 23,000 locomotives in service,
the majority of which are equipped with Digital technologies, like Positive Train Control. We have components on rail
cars in over 100 countries and over 45,000 railway vehicles equipped with Wabtec braking systems. We intend to
increase sales through direct sales of existing products to current and new customers, by developing specific new
products for application in new geographic markets, by making strategic acquisitions and through joint ventures with
railway suppliers which have a strong presence in their local markets. We believe that international markets represent a
significant opportunity for future growth. In Transit, we are focused on mature markets such as Europe and emerging
markets such as India. In Freight, we are targeting markets that operate significant fleets of U.S.-style locomotives and
freight cars, including Australia, Brazil, China, Egypt, India, Russia, South Africa and other select areas within Europe
and South America. In addition, we have opportunities to increase the sale of certain products that we currently
manufacture for the rail industry into other industrial markets, such as mining, off-highway and energy.
Lead the decarbonization of rail. We have taken significant steps to decarbonize global transport and make our world
safer, smarter and greener. Today, rail represents the cleanest, most energy efficient and safest mode of moving freight
and people on land. As global demands for growth increase, current trends indicate that freight and passenger rail
activity will more than double by 2050, leading to an increased demand for sustainable transportation of people and
goods. These converging forces highlight the critical interplay between market dynamics, the need for decarbonization
and Wabtec’s business strategy. Wabtec is leading the transition to a more utilized, efficient, and low-carbon rail
network. Alternative clean energy technologies are critical in the fight against climate change and reducing greenhouse
gas emissions. We are helping our customers reduce their overall carbon footprint through the development of low-
emitting locomotives like our Tier 4 and battery-electric locomotives, Trip Optimizer, Green Air and Green Friction
products, and the use of alternative fuels such as biodiesel, renewable diesel, and hydrogen.
Expand high-margin recurring revenue streams. Our expansive installed base allows us to generate strong recurring
revenues with replacement parts and components, digital solutions, overhauls and modernizations. Aftermarket sales
are typically done at higher margins and are less cyclical than OEM sales because a certain level of aftermarket
maintenance and service work must be performed, even during an industry slowdown. Sales of aftermarket parts and
services have historically represented approximately 60% of total net sales. As a long time supplier of original
equipment, we have an extensive installed base of equipment in the field and growing this installed base further will
expand our recurring aftermarket sales. Wabtec provides aftermarket parts and services for its components, and we
seek to expand this business with customers who currently perform the work in-house. In this way, we expect to benefit
as transit authorities and railroads outsource certain maintenance and overhaul functions.
Drive continuous operational improvement. We are focused on continuous improvement to drive cost
competitiveness, effectively deploy capital and accelerate Lean. Lean is a set of principles that emphasize customer
focus, elimination of waste, high quality growth and ruthless prioritization of work to improve safety, quality, delivery
8
and cost. Lean is being embedded in our culture and is fundamental to how we execute our strategy. We are using Lean
principles to help examine processes and continuously improve them by solving problems at their root cause. Our Lean
transformation model focuses on driving process improvements and management systems to maximize the flow of
value produced for the customer, remove waste, empower employees and optimize the enterprise. These principles are
also rigorously applied to sustainability and safety.
Recent Acquisitions and Joint Ventures
See Note 3 of the Notes to Consolidated Financial Statements included in Part IV, Item 5 of this report for additional
information about our recent acquisitions and joint ventures.
Backlog
The Company’s backlog was approximately $22 billion at December 31, 2021. For 2021, approximately 60% of total net
sales came from aftermarket orders, which typically carry lead times of less than 30 days and are not included in backlog for a
significant period of time.
The Company’s contracts are subject to standard industry cancellation provisions, including cancellations on short notice
or upon completion of designated stages. Generally, if a customer were to cancel a contract we would have an enforceable right
to payment for work completed up to the date of cancellation which would include a reasonable profit margin. Substantial
scope-of-work adjustments are common. For these and other reasons, completion of the Company’s backlog may be delayed or
canceled. The railroad industry, in general, has historically been subject to fluctuations due to overall economic conditions and
the level of use of alternative modes of transportation.
The rollforward of the Company's backlog of firm customer orders and the expected year of completion are as follows:
In millions
Balance at December 31, 2020
New orders
Less: Net sales
Adjustments / foreign exchange
Balance at December 31, 2021
Expected Delivery
2022
Other years
Freight
Segment
Transit
Segment
Consolidated
$
17,887 $
3,704 $
5,964
(5,239)
(110)
2,763
(2,583)
(217)
18,502 $
3,667 $
21,591
8,727
(7,822)
(327)
22,169
4,520 $
13,982 $
1,748 $
1,919 $
6,268
15,901
$
$
$
The Company saw no significant cancellations of backlog during the year ended December 31, 2021 despite the
unprecedented pandemic caused by COVID-19 and its effects on locomotive parkings, carbuilds, and transit ridership levels.
However, the economic slowdown and disruptions that were caused by COVID-19 did impact the timing of some orders in
backlog as in certain cases the delivery of goods and services previously expected to be completed in the current year has been
pushed out to future years.
Engineering and Development
To execute our strategy to develop new products, we invest in a variety of engineering and development activities. For
the fiscal years ended December 31, 2021, 2020 and 2019, we invested $176 million, $162 million and $210 million,
respectively, on product development and improvement activities. Significant incremental engineering expense is incurred with
the execution of original equipment customer contracts. Across the corporation we have established multiple Centers of
Competence, which have specialized, technical expertise in various disciplines and product areas.
Our engineering and development program includes investments in data analytics, train control and other new
technologies, with an emphasis on developing products that enhance safety, productivity and efficiency for our customers. For
example, we have developed advanced cooling systems that enable lower emissions from diesel engines used in rail and other
industrial markets. Sometimes we conduct specific research projects in conjunction with universities, customers and other
industry suppliers.
We use our Product Development System to develop and monitor new product programs. The system requires the
product development team to follow consistent steps throughout the development process, from concept to launch, to ensure the
product will meet customer expectations and internal profitability targets.
9
Intellectual Property
We have approximately 6,000 active patents worldwide and on average file for approximately 300 new patents each
year. We also rely on a combination of trade secrets and other intellectual property laws, nondisclosure agreements and other
protective measures to establish and protect our proprietary rights in our intellectual property. We also follow the product
development practices of our competitors to monitor any possible patent infringement by them, and to evaluate their strategies
and plans.
Certain trademarks, among them the name WABCO®, were acquired or licensed from American Standard Inc., now
known as Trane, in 1990 at the time of our acquisition of the North American operations of the Railway Products Group of
Trane. Other trademarks have been developed through the normal course of business or acquired as a part of our ongoing
merger and acquisition program.
We have entered into a variety of license agreements as licensor and licensee. We do not believe that any single license
agreement is of material importance to our business or either of our business segments as a whole.
Customers
We provide products and services for more than 500 customers worldwide. Our customers include passenger transit
authorities and railroads throughout North America, Europe, Asia Pacific, Africa and South America; manufacturers of
transportation equipment, such as locomotives, freight cars, passenger transit vehicles and buses; and companies that own,
lease, and maintain such equipment.
Top customers can change from year to year. For the fiscal year ended December 31, 2021, our top five customers
accounted for approximately 28% of net sales. No one customer represents 10% or more of consolidated net sales. We believe
that we have strong relationships with all of our key customers.
Competition
We hold a leading market share for many of our core product lines globally, although market shares vary by product
lines and geographies. We operate in a highly competitive marketplace. Price competition is strong because we have a relatively
small number of customers and they are very cost-conscious. In addition to price, competition is based on product performance
and technological leadership, quality, reliability of delivery, and customer service and support.
Our principal competitors vary across product lines and geographies. Within North America, New York Air Brake
Company, a subsidiary of the German air brake producer Knorr-Bremse AG (“Knorr”) and Amsted Rail Company, Inc., a
subsidiary of Amsted Industries Corporation, are our principal overall OEM competitors. Our competition for locomotive,
freight and passenger transit service and repair is mostly from the railroads’ and passenger transit authorities’ in-house
operations, Electro-Motive Diesel, a division of Caterpillar, and Knorr. We believe our key strengths, which include leading
market positions in core products, including sustainable technologies, breadth of product offering with a stable mix of OEM and
aftermarket business, leading design and engineering capabilities, significant barriers to entry, strategic partnerships and
operational excellence, coupled with an experienced management team, enable us to compete effectively in this marketplace.
Outside of North America, Knorr is our main competitor, although not in every product line or geography. In addition, our
competitors often include smaller, local suppliers in most international markets. Depending on the product line and geography,
we can also compete with our customers, such as CRRC Corporation Limited, a China-based manufacturer of rolling stock.
Sustainability
Wabtec is committed to sustainable value creation. Our sustainability strategy is to contribute to a better, more
sustainable world through our unique business offerings, leading technologies and sustainable business practices. Our strategy
helps us capitalize on market opportunities and reduce safety and environmental risks, while creating value for our customers,
employees and other stakeholders. Wabtec utilizes three Strategic Sustainability Principles to execute our sustainability
strategy:
•
•
•
Innovating with Purpose. We are committed to developing responsible and sustainable products that minimize the
impact on the planet.
Driving Responsible Operations. We are committed to providing safe work environments and products that enable
productive and efficient use of resources.
Empowering People and Communities. We are committed to driving an inclusive culture grounded in integrity,
committed to the development of and investment in the communities where our teams live and work.
As we develop and refine our sustainability strategy, it is important that we listen to our key stakeholders and focus on
areas where Wabtec can enable the most meaningful impact for our customers, communities and the world. In 2021, we
conducted a comprehensive Environmental, Social and Governance (ESG) assessment that included internal and external
10
stakeholder involvement, to identify key ESG issues of focus for the Company. Based on the assessment, the following topics
had the highest relative priority to Wabtec and its external stakeholders and are aligned to our overall sustainability strategy and
action plans:
Topic
Definition
Reducing GHG emissions across Wabtec’s value chain and helping Wabtec
partners across their value chain reduce GHG emissions. This includes reducing
major sources of indirect emissions during the procurement and processing of raw
materials, during manufacturing and the operation of our facilities, and during
product distribution and end use.
Supporting policies and organizational partners that contribute to the renewable
energy transition. Contributing to the success of the energy transition by
improving the energy efficiency of Wabtec’s products and operations. Integrating
renewables into Wabtec’s products and operations and enabling the adoption of
new and emerging renewable energy solutions.
Alignment to Wabtec
Strategic Sustainability
Principles
• Innovating with Purpose
• Driving Responsible
Operations
• Innovating with Purpose
• Driving Responsible
Operations
Capitalizing on opportunities related to new product advancements and
innovations that include the adoption of emerging technology to help address key
societal and transportation sector challenges. Developing a resilient business
model capable of meeting societal expectations for continuous improvement.
• Innovating with Purpose
• Empowering People
and Communities
Upholding ethics and integrity in every aspect of Wabtec’s business by ensuring
transparency in all financial practices. Complying with all applicable national and
local laws and regulations by promoting practices and policies that encourage
reporting instances of non-compliance and by implementing corrective actions
that prevent recurrence. Preventing bribery, corruption, and anti-competitive
behavior. Promoting ethics and compliance throughout Wabtec’s value chain,
especially among suppliers.
Investing in cybersecurity measures and adapting to business risks presented by
technology and digitization. Protecting Wabtec’s proprietary information and
intellectual property. Ensuring the responsible management and use of data,
including data from customers, employees, and suppliers. Protecting data
collected by Wabtec products.
• Driving Responsible
Operations
• Empowering People
and Communities
• Innovating with Purpose
Greenhouse gas
(GHG) emissions
Energy &
renewables
Innovation &
technology
Business Ethics &
Compliance
Data privacy &
cybersecurity
During 2021, Wabtec adopted its Green Finance Framework. Following the release of the Green Financing Framework,
the Company issued its inaugural "green bond" – a €500 million issuance in the European bond market. The Company intends
to utilize green financing instruments as part of its overall capital resources strategy to support the transition to a low-carbon
transportation future and meet the sustainable transportation needs of growing cities around the world. Projects supported by
green financing will largely target the objective of climate change mitigation by focusing on the efficiency of freight rail
systems and public transport, as well as on the provision of energy-efficient customer solution services. Focus areas include:
• Clean transportation
• Eco-efficient and/or circular economy adapted products, production technologies and processes
• Renewable energy
• Pollution prevention and control
• Energy efficiency
Cybersecurity Framework
Cybersecurity and data protection are important considerations in the design and production of Wabtec products,
projects, and services. Information technology is used and relied upon extensively by our business. We collect, process, and
retain sensitive and confidential customer information, including proprietary business information, personal data and other
information, some of which may be subject to privacy and security laws, regulations and/or customer-imposed data protection
controls. To address risks related to cybersecurity and privacy, Wabtec seeks to leverage industry cybersecurity practices that
have been developed by organizations such as National Institute of Standards and Technology (NIST) and the International
Standardization Organization (ISO) and also engages external independent advisors. Wabtec’s Data Protection Plan describes
the technical, physical and administrative controls used to protect the confidentiality, integrity, and availability of information
provided to and managed by Wabtec. Cybersecurity is addressed and discussed regularly with our Chief Information Officer,
the Audit Committee and Board of Directors. Wabtec also maintains SOC 1 Type 2 certification for select digital products, as
well as cyber liability insurance coverage. We also regularly evaluate our response readiness, including disaster recovery plans
and business continuity considerations in the case of a cyber incident. Finally, Wabtec engages in regular security awareness
training to highlight and educate its employees on how to identify and mitigate cybersecurity risks at the individual level.
11
ESG Goals
Wabtec is committed to transparency on ESG topics, including the opportunities and challenges we encounter as we
work to enhance performance and conduct business in a responsible manner. In 2020, we established ESG goals around
innovation, operations, safety, and people. We report our progress on these goals annually in our published Sustainability
Report, which can be found on our website at www.wabteccorp.com/sustainability. The content referred to on any website
referred to in this annual report, including the Sustainability Report, is not incorporated by reference into this Form 10-K.
Wabtec developed an ESG governance framework to provide oversight for our climate action strategy. This structure
starts with Wabtec's Board of Directors and its committees who oversee the execution of the Company’s ESG strategy as part of
their oversight of Wabtec’s overall business. In particular, the Nominating and Corporate Governance Committee assists the
Board in its oversight of Wabtec’s sustainability strategy and execution against key goals, as well as the review of climate-
related risks and opportunities. To further facilitate the Board’s engagement and oversight, climate was added as a risk category
in Wabtec’s enterprise risk management process.
Employees
Human Capital
At Wabtec, we believe performance drives progress, and are committed to developing sustainable transportation
solutions that move and improve the world. We are committed to driving an inclusive culture and integrating our talent and
capabilities across the enterprise. As a company, we believe that protecting the health and safety of our people and the
environment is the responsibility of everyone at Wabtec, especially during a global pandemic.
Our headquarters are in Pittsburgh, Pennsylvania and we have offices and facilities in over 50 countries around the
globe. As of December 31, 2021, we have a global workforce of approximately 25,000 employees, excluding contingent
workers.
Diversity and Inclusion
Wabtec is committed to ensuring a diverse and inclusive workplace that respects and seeks the unique talents,
experiences and viewpoints of all our employees. Wabtec has a Diversity and Inclusion Council, led by members of Wabtec’s
executive leadership team, who oversee global diversity and inclusion policies and initiatives. We strive to create an inclusive
workplace where employees can be themselves. Our Board of Directors also plays a critical role in creating an organization that
prioritizes, supports, and invests in diversity, inclusion, and equity. Over the last two years, Wabtec has named three diverse
members to its Board. Currently, 40% of Wabtec’s Board is diverse (gender; race/ethnicity), and over 18% of Wabtec’s global
senior management are female and roughly 18% are people of color based in the U.S. In 2020, women constituted
approximately 16% of our global workforce and approximately 18% of our salaried employees and people of color constituted
approximately 20% of our U.S. salaried workforce and approximately 24% of the total U.S. workforce.
Training and Development
We continually invest in our employees’ career growth and provide employees with a wide range of development
opportunities, including face-to-face, virtual, social and self-directed learning, mentoring and coaching programs. We have
invested in training courses through Wabtec’s Learning Management System (LMS). In 2021, Wabtec partnered with a third-
party to provide diversity and inclusion training. Over 4,000 employees participated in the training, which was coupled with
tools and resources for people leaders to help make diversity and inclusion part of a long-term conversation rather than a one-
time training.
Our two-year Leadership, Expertise, Advancement and Development (LEAD) program is the primary path for university
graduates into Wabtec. LEAD is a two-year program that offers an immersive learning experience in the fields of engineering,
operations, finance and IT along with extensive leadership training designed to build the next generation of leaders. On average,
there are 100 participants in the LEAD program that rotate between business units every six months to work on strategic
projects and assignments, gain exposure to senior leadership and build their global professional network. We are focused on
strengthening this program to support our global talent pipeline.
Health and Safety
When it comes to employee safety, our commitment is to provide safe work environments for our employees and to meet
or exceed environmental, health, and safety (EHS) laws and regulations in the places where we operate. In 2020, the Company
relaunched the Environment, Health, and Safety component of the Wabtec Management System (known as the “EHS WMS”)
to strengthen our management system approach to addressing EHS risks and promote the consistent implementation of best
practices across all our global manufacturing and services sites, regardless of how local laws are implemented or enforced. The
EHS WMS establishes standard expectations in 13 core competency areas, including leadership and accountability, regulatory
applicability review, EHS processes and systems, risk assessment, safety defenses, exposure defenses, environmental defenses
12
and contractor management. Operational sites are measured against these EHS program expectations. In addition, the
Company’s EHS WMS is directly aligned to accepted international standards, such as ISO 14001 for Environmental and ISO
45001 for Occupational Health and Safety. With zero fatalities and over 80 operational sites with zero recordable injuries, 2020
marked the 13th consecutive year of injury rate reductions across Wabtec's vast operations.
In 2021, Wabtec continued its commitment to safety and launched a four week EHS leadership training course aimed at
building the toolkits of front-line supervisors and plant managers. The course was designed to establish a common
understanding of Wabtec’s EHS tools and terminology, initiate a partnership between the plant manager and their EHS leader
on a personal action plan, connect plant managers to the broader network of global leaders, and encourage decision making at
the site level that is informed by an understanding of EHS impacts and of legal and compliance responsibilities. In 2021, over
120 leaders from 26 countries attended the training.
COVID-19
The pandemic has reinforced the importance of keeping Wabtec employees safe and healthy while keeping essential rail
services and the global economy moving. When the pandemic began, Wabtec launched its COVID-19 Crisis Management
Team, which met daily to focus on three key elements: protecting our people, serving our customers, and ensuring business
continuity. Manufacturing and office locations were required to implement risk assessment methodologies and rethink work
practices to allow for remote working or social distancing, develop new procedures for workplace entry, strengthen site-level
crisis management teams and implement new tools for rapid communication with site employees. Site leaders and people
managers were trained on techniques for communicating transparently and navigating complex business decisions during a
crisis.
Compensation and Benefits
We remain committed to a strong pay-for performance philosophy that aligns individual performance, behaviors and
business results with individual rewards. To deliver on that commitment, we utilize market data to benchmark to the external
market, and consider factors such as an employee’s role and experience, the location of the job and performance when
determining compensation.
We provide our employees resources to help them succeed. We offer a wide range of benefits including healthcare and
wellness benefits, retirement benefits, an Employee Assistance Program, Employee Resource Groups to build diverse
communities at Wabtec, and paid time off.
Regulation
In the course of our operations, we are subject to various regulations and standards of governments and other agencies in
the U.S. and around the world. These entities typically govern equipment, safety and interoperability standards for freight rail
rolling stock and passenger transit, oversee a wide variety of rules and regulations governing safety and design of equipment,
and evaluate certification and qualification requirements for suppliers. New products generally must undergo testing and
approval processes that are rigorous and lengthy. As a result of these regulations and requirements, we must usually obtain and
maintain certifications in a variety of jurisdictions and countries. The governing bodies include the FRA and the Association of
American Railroads ("AAR") in the U.S., and the International Union of Railways (“UIC”) and the European Railway Agencies
in Europe. Also, in Europe, the European Committees for Standardization continually draft new European standards which
cover, for example, the Reliability, Availability, Maintainability and Safety of railways systems. To guarantee interoperability
in Europe, the European Union for Railway Agencies is responsible for defining and implementing Technical Standards of
Interoperability, which covers areas such as infrastructure, energy, rolling stock, telematic applications, traffic operation and
management subsystems, noise pollution and waste generation, protection against fire and smoke, and system safety.
Most countries and regions in which Wabtec does business have similar rule-making bodies. For example, in Russia, a
GOST-R certificate of conformity is mandatory for all products related to the safety of individuals in Russian territory. In
China, any product or system sold on the Chinese market must have been certified in accordance with national standards. In the
local Indian market, most products are covered by regulations patterned after AAR and UIC standards.
Effects of Seasonality
Our business has limited seasonality. Third quarter results may be affected by the timing of services performed under our
locomotive maintenance contracts and vacation and scheduled plant shutdowns at several of our major customers. Fourth
quarter results may be affected by the timing of spare parts and service orders placed by transit agencies worldwide. Quarterly
results can also be affected by the timing of projects in backlog and by project delays.
Environmental Matters
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
13
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.
Available Information
We maintain a website at www.wabteccorp.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as well as the annual report to stockholders and other information, are available free of charge
on this site. The Internet site and the information contained therein or connected thereto are not incorporated by reference into
this Form 10-K. The following are also available free of charge on this site and are available in print to any shareholder who
requests them: Our Corporate Governance Guidelines, the charters of our Audit, Compensation and Nominating and Corporate
Governance Committees, our Code of Conduct, which is applicable to all employees, our Code of Ethics for Senior Officers,
which is applicable to our executive officers, our Policies on Related Party Transactions and Conflict Minerals, and our
Sustainability Report.
14
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following table provides information on our executive officers as of February 17, 2022.
Officers
Rafael Santana
David L. DeNinno
John A. Olin
Nicole Theophilus
Eric Gebhardt
Gina Trombley
Greg Sbrocco
Michael E. Fetsko
Pascal Schweitzer
Rogerio Mendonca
Nalin Jain
Lillian Leroux
John A. Mastalerz
Age
Position
50
66
61
51
53
51
53
57
45
49
52
50
55
President and Chief Executive Officer
Executive Vice President, General Counsel and Secretary
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Human Resources Officer
Executive Vice President and Chief Technology Officer
Executive Vice President, Sales & Marketing & Chief Commercial
Officer - Americas
Executive Vice President, Global Operations
President, Freight and Industrial Components
President, Freight Services
President, Freight Equipment
President, Digital Electronics
President, Transit
Senior Vice President of Finance and Chief Accounting Officer
Rafael Santana was named President and Chief Executive Officer of the Company effective July 1, 2019. Previously, he
served as Executive Vice President from February 2019 to July 2019. Mr. Santana was President and Chief Executive Officer
of GE Transportation since November 2017. Mr. Santana has held several global leadership positions since joining GE in 2000,
including roles in the Transportation, Power and Oil and Gas businesses. Prior to being named President and Chief Executive
Officer of GE Transportation, Mr. Santana was President and Chief Executive Officer of GE in Latin America. He also served
as President and Chief Executive Officer of GE Oil and Gas Turbomachinery Solutions and had roles as Chief Executive
Officer for GE Gas Engines and Chief Executive Officer for GE Energy in Latin America.
David L. DeNinno was named Executive Vice President, General Counsel and Secretary of the Company effective
December 2016. Previously, Mr. DeNinno served as Senior Vice President, General Counsel and Secretary since February
2012. Previously, Mr. DeNinno served as a partner at K&L Gates LLP since May 2011 and prior to that with Reed Smith LLP.
John A. Olin was named Executive Vice President and Chief Financial Officer effective October 1, 2021. Prior to joining
Wabtec, Mr. Olin served as the Senior Vice President and Chief Financial Officer of Harley-Davidson, where he was
instrumental in driving strategic change amidst significant market disruption, including reshaping the company. Prior to Harley-
Davidson, Mr. Olin served as Controller of Kraft Foods' Cheese Division, and had 12 years of financial leadership at Kraft,
Oscar Mayer Foods, and Miller Brewing Company. Mr. Olin also held positions with financial services and specialized
consulting firms including Ernst and Whinney (now Ernst and Young).
Nicole Theophilus was named Executive Vice President & Chief Human Resource Officer in October 2020. Prior to
joining Wabtec, Ms. Theophilus served most recently as Chief Human Resource Officer of West Corporation from March 2016
through February 201. Previously she served as Executive Vice President and Chief Human Resource Officer, Vice President
of Human Resources and Vice President and Chief Employment Counsel of ConAgra Corporation, where she was employed
from 2006 through 2015. Prior to 2006, Ms. Theophilus was a partner with the law firm Husch Blackwell.
Eric Gebhardt was named Executive Vice President and Chief Technology Officer in October 2020. Prior to joining
Wabtec, Mr. Gebhardt served as Managing Director of KCK-US from May 2019 through September 2020. He also served in a
variety of roles with General Electric including Chief Technology Officer of GE Power from August 2017 through January
2019, Chief Product Management Officer for GE Energy Connections from February 2017 through August 2017, Chief
Platforms and Operations Officer for Current from January 2016 through January 2017, and Chief Technology Officer for GE
Oil & Gas from October 2012 through December 2015.
Gina Trombley was named Executive Vice President, Sales & Marketing & Chief Commercial Officer - Americas,
effective September 8, 2020. Prior to joining Wabtec, Ms. Trombley served in various executive roles at Bombardier
Transportation from 2017 to 2019, most recently as Vice President of Services and previously as Vice President Sales for
Bombardier Transport - Americas. Ms. Trombley also held progressive commercial and marketing leadership roles at Parsons
and GE Transportation.
Greg Sbrocco was named Executive Vice President, Global Operations in February 2019. Prior to this, Mr. Sbrocco was
Global Supply Chain Leader for GE Transportation since September 2014. Mr. Sbrocco had been with GE since 1992 when he
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joined as an Environmental Engineer for the GE Energy business. During his tenure with GE, Mr. Sbrocco held several
leadership roles in GE Energy, GE Oil and Gas, and GE Transportation.
Michael E. Fetsko was named President, Freight and Industrial Components effective January 2017. Previously, Mr.
Fetsko served as Vice President and Group Executive from January 2014. He joined Wabtec in July of 2011 as Vice President,
Freight Pneumatics. Prior to joining Wabtec, Mr. Fetsko served in various executive management roles with Bombardier
Transportation. Prior to Bombardier, Mr. Fetsko served in various management roles with two different environmental
engineering firms.
Pascal Schweitzer was named President, Freight Services in February 2019. Previously Mr. Schweitzer was the Vice
President—Services of GE Transportation since April 2017. He served as General Manger – Europe – Power Services for GE
Power from November 2015 through April 2017 and prior to that several positions with Alstom Power.
Rogerio Mendonca was named President, Freight Equipment in February 2021. Previously Mr. Mendonca served as Vice
President for Baker Hughes from July 2017. Prior to that he served as President of GE Transportation in Latin America from
April 2016 through July 2017 and in several roles leading up to that including Commercial Director and Service Operations
General Manager.
Nalin Jain was named President, Digital Electronics business effective December 2020. Mr. Jain had served as
President, Global Equipment since May 2019 and previously as President & CEO, International Markets since Aug 2017 for
GE Transportation. Prior to that, Mr. Jain had multiple leadership roles of increasing responsibility with GE Aviation and GE
Transportation, since September 2005. Mr. Jain served as Director Global Partnerships with Bombardier Inc since July 2002
and prior to that he worked for Saint Gobain.
Lilian Leroux was named President, Transit effective March 2019. Previously he served as Group President—Brakes &
Safety from January 2017 to October 2019. Prior to that, Mr. Leroux held various executive management roles with Faiveley
Transport, starting in January 2001.
John A. Mastalerz was named Senior Vice President of Finance and Chief Accounting Officer in February 2020.
Previously, Mr. Mastalerz served as Senior Vice President, Corporate Controller and Principal Accounting Officer from July
2017 to February 2020 and as Vice President and Corporate Controller from January 2014 to July 2017. Prior to joining
Wabtec, Mr. Mastalerz served in various executive management roles with the H.J. Heinz Company from January 2001 to
December 2013, most recently as Corporate Controller and Principal Accounting Officer. Prior to 2001, Mr. Mastalerz was a
Senior Manager with PricewaterhouseCoopers LLP.
Item 1A.
RISK FACTORS
RISKS RELATED TO OUR BUSINESS AND OPERATIONS
We are dependent upon key customers.
We rely on several key customers who represent a significant portion of our business. While we believe our relationships
with our customers are generally good, our top customers could choose to reduce or terminate their relationships with Wabtec.
In addition, many of our customers place orders for products on an as-needed basis and operate in cyclical industries. As a
result, customer order levels have varied from period to period in the past and may vary significantly in the future. Such
customer orders are dependent upon their markets and customers and may be subject to delays and cancellations. Furthermore,
the average service life of certain products in our end markets has increased in recent years due to innovations in technologies
and manufacturing processes, which has also allowed end users to replace parts less often. As a result of our dependence on our
key customers, we could experience a material adverse effect on our business, results of operations and financial condition if we
lost any one or more of our key customers or if there is a reduction in their demand for our products.
Our business operates in a highly competitive industry.
We operate in a global, competitive marketplace and face substantial competition from a limited number of established
competitors, some of which may have greater financial resources than we do, may have a more extensive low-cost sourcing
strategy and presence in low-cost regions than we do or may receive significant governmental support. Price competition is
strong and, coupled with the existence of a number of cost conscious customers with significant negotiating power, has
historically limited our ability to increase prices. In addition to price, competition is based on product performance and
technological leadership, quality, reliability of delivery and customer service and support. If our competitors invest heavily in
innovation and develop products that are more efficient or effective than our products, we may not be able to compete
effectively. There can be no assurance that competition in one or more of our markets will not adversely affect us and our
results of operations.
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A failure to predict and react to customer demand could adversely affect our business.
If we are unable to accurately forecast demand for our existing products or to react appropriately to changes in demand,
we may experience delayed product shipments and customer dissatisfaction. If demand increases significantly from current
levels, both we and our suppliers may have difficulty meeting such demand, particularly if such demand increases occur
rapidly. Alternatively, we may carry excess inventory if demand for our products decreases below projected levels.
Additionally, we have dedicated significant resources to the development, manufacturing and marketing of new products.
Decisions to develop and market new transportation products are typically made without firm indications of customer
acceptance. Moreover, by their nature, new products may require alteration of existing business methods or threaten to displace
existing equipment in which our customers may have a substantial capital investment. There can be no assurance that any new
products that we develop will gain widespread acceptance in the marketplace or that such products will be able to compete
successfully with other new products or services that may be introduced by competitors. Furthermore, we may incur additional
warranty or other costs as new products are tested and used by customers.
Failure to accurately predict and react to customer demand could have a material adverse effect on our business, results
of operations and financial condition.
We may fail to respond adequately or in a timely manner to innovative changes in new technology.
In recent years, the global transportation landscape has been characterized by rapid changes in technology, leading to
innovative transportation and logistics concepts that could change the way the railway industry does business. There may be
additional innovations impacting the railway industry that we cannot yet foresee. Any failure by us to quickly adapt to and
adopt new innovations in products and processes desired by our customers may result in a significant loss of demand for our
product and service offerings. In addition, advances in technology may require us to increase investments in order to remain
competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.
Our revenues are subject to cyclical variations in the railway and passenger transit markets and changes in government
spending.
The railway industry historically has been subject to significant fluctuations due to overall economic conditions, the use
of alternate methods of transportation and the levels of government spending on railway projects. In economic downturns,
railroads have deferred, and may defer, certain expenditures in order to conserve cash in the short term. For example, the
economic slowdown that was caused by COVID-19 impacted the timing of some orders, as customers deferred the delivery of
some goods and services to future years. Reductions in freight traffic may reduce demand for our replacement products.
The passenger transit railroad industry is also cyclical and is influenced by a variety of factors. New passenger transit car
orders vary from year to year and are influenced by a variety of factors, including major replacement programs, the construction
or expansion of transit systems by transit authorities and the quality and cost of alternative modes of transportation. To the
extent that future funding for proposed public projects is curtailed or withdrawn altogether as a result of changes in political,
economic, fiscal or other conditions beyond our control, such projects may be delayed or canceled, resulting in a potential loss
of business for us, including transit aftermarket and new transit car orders. There can be no assurance that economic conditions
will be favorable or that there will not be significant fluctuations adversely affecting the industry as a whole and Wabtec.
Our backlog is not necessarily indicative of the level of our future revenues.
Our backlog represents future production and estimated potential revenue attributable to firm contracts with, or written
orders from, our customers for delivery in various periods. Instability in the global economy, negative conditions in the global
credit markets, volatility in the industries that our products serve, changes in legislative policy, adverse changes in the financial
condition of our customers, adverse changes in the availability of raw materials and supplies, or un-remedied contract breaches
could possibly lead to contract termination or cancellations of orders in our backlog or request for deferred deliveries of our
backlog orders, each of which could adversely affect our cash flows and results of operations. For example, although the
Company saw no material cancellations of backlog during the year ended December 31, 2021, the economic slowdown that was
caused by COVID-19 did impact the timing of some orders in backlog as the delivery of goods and services previously
expected to be completed in the current year were pushed out to subsequent periods.
Equipment failures, interruptions, delays in deliveries or extensive damage to our facilities, supply chains, distribution
systems or information technology systems, could adversely affect our business.
All of our facilities, equipment, supply chains, distribution systems and information technology systems are subject to
the risk of catastrophic loss due to unanticipated events, such as cyber attacks, disease outbreak, fires, earthquakes, explosions,
floods, tornadoes, hurricanes or weather conditions. An interruption in our manufacturing capabilities, supply chains,
distribution systems or information technology systems, whether as a result of such catastrophic loss or any other reason, could
reduce, prevent or delay our production and shipment of our product offerings, result in defective products or services, damage
customer relationships and our reputation and result in legal exposure and large repair or replacement expenses. This could
result in the delay or termination of orders, the loss of future sales and a negative impact to our reputation with our customers.
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Third-party insurance coverage that we maintain with respect to such matters will vary from time to time in both type
and amount depending on cost, availability and our decisions regarding risk retention, and may be unavailable or insufficient to
protect us against losses. Any of these risks coming to fruition could materially adversely affect our business, results of
operations and financial condition.
Disruption of our supply chain could have an adverse impact on our business, financial condition, and results of operations.
Our ability to make, move, and sell our products is critical to our success. Damage or disruption to our supply chain,
including third-party manufacturing or transportation and distribution capabilities, could impair our ability to manufacture or
sell our products. Failure to take adequate steps to mitigate the likelihood or potential impact of disruptions, or to effectively
manage such events if they occur, particularly when a product is sourced from a single supplier or location, could adversely
affect our business or financial results. Due to the ongoing impacts and uncertainty of continued impacts of the COVID-19
pandemic and the global government actions to contain it, some of our supply chains, particularly in China, India, the U.S., and
Europe, have been, and continue to be, impacted. Supply chain disruptions and labor availability have caused component and
chip shortages resulting in an adverse effect on the timing of the Company’s revenue generation. Additionally, broad-based
inflation, escalation of metals and commodities costs, transportation and logistics costs and labor costs have all resulted from
the COVID-19 pandemic. There can be no assurance that there will not be further, or deeper, supply chain disruptions, or that
the steps we are taking to mitigate such disruptions will be effective or achieve their desired results in a timely fashion.
In addition, disputes with significant suppliers, including disputes regarding pricing or performance, could adversely
affect our ability to supply products to our customers and could materially and adversely affect our product sales, financial
condition, and results of operations.
We intend to pursue acquisitions, joint ventures and alliances that involve a number of inherent risks, any of which may
cause us not to realize anticipated benefits.
One aspect of our business strategy is to selectively pursue acquisitions, joint ventures and alliances that we believe will
improve our market position and provide opportunities to realize operating synergies. These transactions involve inherent risks
and uncertainties, any one of which could have a material adverse effect on our business, results of operations and financial
condition including:
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difficulties in achieving identified financial and operating synergies, including the integration of operations, services
and products;
diversion of management’s attention from other business concerns;
the assumption of unknown liabilities; and
unanticipated changes in the market conditions, business and economic factors affecting such an acquisition, joint
venture or alliance.
We cannot assure that we will be able to consummate any future acquisitions, joint ventures or other business
combinations. If we are unable to identify or consummate suitable acquisitions, joint ventures or alliances, we may be unable to
fully implement our business strategy, and our business and results of operations may be adversely affected as a result. In
addition, our ability to engage in such strategic transactions will be dependent on our ability to raise substantial capital, and we
may not be able to raise the funds necessary to implement this strategy on terms satisfactory to us, if at all.
The integration of our recently completed acquisitions may not result in anticipated improvements in market position or the
realization of anticipated operating synergies or may take longer to realize than expected.
Although we believe that our recent acquisitions will improve our market position and realize positive operating results,
including operating synergies, operating expense reductions and overhead cost savings, we cannot be assured that these
improvements will be obtained or the timing of such improvements. The management and acquisition of businesses involves
substantial risks, any of which may result in a material adverse effect on our business and results of operations, including:
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the uncertainty that an acquired business will achieve anticipated operating results;
significant expenses to integrate;
diversion of management’s attention from business operations to integration matters;
departure of key personnel from the acquired business;
effectively managing entrepreneurial spirit and decision-making;
integration of different information systems;
unanticipated costs and exposure to unforeseen liabilities; and
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impairment of assets.
The effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events on our
business, operating results and cash flows are uncertain.
We face a wide variety of risks related to health epidemics, pandemics and similar outbreaks, including the global
outbreak of COVID-19. Since first reported in late 2019, the COVID-19 pandemic has dramatically impacted the global health
and economic environment, including millions of confirmed cases, business slowdowns or shutdowns, government challenges
and market volatility of an unprecedented nature. Although we have, to date, managed to continue most of our operations, we
cannot predict the future course of events nor can we assure that this global pandemic, including its economic impact, will not
have a material adverse impact on our business, financial position, results of operations and/or cash flows. The extent of the
impact of the COVID-19 pandemic on our operational and financial performance remains uncertain and will depend on future
pandemic related developments, including the duration of the pandemic, any potential subsequent waves of COVID-19 and new
strains of the virus, the effectiveness, distribution and acceptance of COVID-19 vaccines, and related government actions to
prevent and manage disease spread, all of which are uncertain and cannot be predicted. Our operations may be further impacted
by the COVID-19 pandemic if significant portions of our workforce are unable to work effectively, including because of illness,
quarantines, travel restrictions or absenteeism; steps the company has taken to protect health and well-being; government
actions; facility closures; work slowdowns or stoppages; inadequate supplies or resources (such as reliable personal protective
equipment, testing and vaccines); or other circumstances related to COVID-19. Governments around the world have taken steps
to mitigate some of the more severe anticipated economic effects, but there can be no assurance that such steps will be effective
or achieve their desired results in a timely fashion.
The COVID-19 pandemic has resulted in operational and supply chain disruptions for us and our customers and may
further adversely affect operations and the operations of our customers and suppliers. Accordingly, COVID-19 had a materially
adverse impact on our operations and business results for the years ended December 31, 2021, and 2020. Supply chain
disruptions and shortages in labor availability have caused component and chip shortages, which have resulted in adverse
effects on the timing of our revenue generation. Additionally, broad-based inflation, escalation of metals and commodities
costs, transportation and logistics costs and labor costs have all resulted from the COVID-19 pandemic and have adversely
impacted our business. We expect COVID-19 to continue to have a materially adverse impact on our operations and business
results into 2022. The spread of COVID-19, and the emergence of new strains of the virus, have caused us to modify our
business practices and to implement significant proactive measures to protect the health and safety of employees, and we may
take further actions as may be required by government authorities or as we determine are appropriate under the circumstances.
There is no certainty that such measures will be sufficient to mitigate the continued risks posed by the pandemic.
The COVID-19 pandemic and related volatility in financial markets and deterioration of national and global economic
conditions could affect our business and operations in a variety of ways. For example, we have experienced and could
experience further operational disruptions and financial losses as a result of the following:
• a decrease in demand for our products as a result of COVID-19 and cost control measures implemented by our
customers;
• delays in orders or delivery of orders, the occurrence of which negatively impacts our cash conversion cycle and ability
to convert our backlog into cash;
• inability to collect full or partial payments from customers due to deterioration in customer liquidity, including customer
bankruptcies;
• a shutdown of one or multiple of our manufacturing facilities due to government restrictions or illness in connection with
COVID-19.
The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets, which
depending on future developments may make it more costly or difficult for us to obtain debt or equity financing, including to
refinance our existing debt, or to identify or execute on investment opportunities, in each case on terms and within time periods
acceptable to us. We are also monitoring the impacts of COVID-19 on the fair value of our assets. While we do not currently
anticipate any material impairments on our assets as a result of COVID-19, future changes in expectations for sales, earnings
and cash flows related to intangible assets and goodwill below our current projections could cause these assets to be impaired.
We continue to work with our stakeholders (including customers, employees, suppliers and local communities) in an
effort to address responsibly this global pandemic. We continue to monitor the situation, to assess further possible implications
to our employees, business, supply chain and customers, and to take certain actions in an effort to mitigate various adverse
consequences. However, uncertainty around general global economic and market conditions, exacerbated by the COVID-19
pandemic, will have an impact on our sales and operations in 2022 and beyond.
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We expect that the longer the COVID-19 pandemic, including its economic disruption, continues, the greater the adverse
impact on our business operations, financial performance and results of operations could be. Given the tremendous uncertainties
and variables, we cannot at this time predict the impact of the global COVID-19 pandemic, or any future pandemic, but any one
could have a material adverse impact on our business, financial position, results of operations and/or cash flows.
RISKS RELATED TO INTERNATIONAL OPERATIONS
A growing portion of our sales may be derived from our international operations, which exposes us to certain risks inherent
in doing business on an international level.
For the fiscal year ended December 31, 2021, approximately 60% of our consolidated net sales were to customers
outside of the United States. We intend to continue to expand our international operations, including in emerging markets, in
the future. Our global headquarters for the Transit group is located in France, and we conduct other international operations
through a variety of wholly and majority-owned subsidiaries and joint ventures, including in Australia, Austria, Brazil, Canada,
China, Czech Republic, France, Germany, India, Italy, Kazakhstan, Macedonia, Mexico, the Netherlands, Poland, Russia,
Spain, South Africa, Turkey, and the United Kingdom. As a result, we are subject to various risks, any one of which could have
a material adverse effect on those operations and on our business as a whole, including:
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lack of complete operating control;
lack of local business experience;
currency exchange fluctuations and devaluations;
restrictions on currency conversion or the transfer of funds or limitations on our ability to repatriate income or capital;
the complexities of operating within multiple tax jurisdictions;
foreign trade restrictions and exchange controls;
adverse impacts of international trade policies, such as import quotas, capital controls or tariffs;
difficulty enforcing agreements and intellectual property rights;
the challenges of complying with complex and changing laws, regulations, and policies of foreign governments;
the difficulties involved in staffing and managing widespread operations;
the potential for nationalization of enterprises;
economic, political and social instability;
possible local catastrophes, such as natural disasters and epidemics; and
possible terrorist attacks, conflicts and wars, including those against American interests.
Our exposure to the risks associated with international operations may intensify if our international operations expand in
the future.
We may incur increased costs due to fluctuations in interest rates and foreign currency exchange rates
In the ordinary course of business, we are exposed to increases in interest rates that may adversely affect funding costs
associated with variable-rate debt and changes in foreign currency exchange rates. We are subject to currency exchange rate
risk to the extent that our costs may be denominated in currencies other than those in which we earn and report revenues and
vice versa. In addition, a decrease in the value of any of these currencies relative to the U.S. dollar could reduce our profits from
non-U.S. operations and the translated value of the net assets of our non-U.S. operations when reported in U.S. dollars in our
consolidated financial statements. We may seek to minimize these risks through the use of interest rate swap contracts and
currency hedging agreements. There can be no assurance that any of these measures will be effective. Material changes in
interest or exchange rates could result in material losses to us.
We have substantial operations located in emerging markets, and are subject to regulatory, economic, social and political
uncertainties in such markets.
We have substantial operations located in emerging markets, such as Brazil, India, Kazakhstan, the Russian Federation
and Ukraine. Operations in such emerging markets are inherently risky due to a number of regulatory, economic, social and
political uncertainties. These risks include economies that may be dependent on only a few products and are therefore subject to
significant fluctuations, weak legal systems which may affect our ability to enforce contractual rights, possible exchange
controls, unstable governments, nationalization or privatization actions or other government actions affecting the flow of goods
and currency.
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Significant changes in economic and regulatory policy in emerging countries as well as social or political uncertainties
could significantly harm business and economic conditions in these markets generally and could disproportionately impact the
rail industry, which could adversely affect our business and prospects in these markets.
In addition, physical and financial infrastructure may be less developed in some emerging countries than that of many
developed nations. Any disruptions with respect to banking and financial infrastructure, communication systems or any public
facility, including transportation infrastructure, could disrupt our normal business activity. Such disruptions could interrupt our
business operations and significantly harm our results of operations, financial condition and cash flows.
RISKS RELATED TO MACRO-ECONOMIC CONDITIONS AND POLICIES
Prolonged unfavorable economic and market conditions could adversely affect our business.
Unfavorable general economic and market conditions in the United States and internationally, particularly in our key end
markets, could have a negative impact on our sales and operations. To the extent that these factors result in continued instability
of capital markets, shortages of raw materials or component parts, longer sales cycles, deferral or delay of customer orders or an
inability to market our products effectively, our business and results of operations could be materially adversely affected.
We may be exposed to raw material shortages, supply shortages and fluctuations in raw material, energy and commodity
prices.
We purchase energy, steel, aluminum, copper, rubber and rubber-based materials, chemicals, polymers and other key
manufacturing inputs from outside sources, and traditionally have not had long-term pricing contracts with our pure raw
material suppliers. The costs of these raw materials have been volatile historically and are influenced by factors that are outside
our control. If we are unable to pass increases in the costs of our raw materials on to our customers, experience a lag in our
ability to pass increases to our customers, or operational efficiencies are not achieved, our operating margins and results of
operations may be materially adversely affected.
Our businesses compete globally for key production inputs. In addition, we rely upon third-party suppliers, including
certain single-sourced suppliers, for various components for our products. In the event of a shortage or discontinuation of
certain raw materials or key inputs, we may experience challenges sourcing certain of our components to meet our production
requirements and may not be able to arrange for alternative sources of certain raw materials or key inputs. Any such shortage
may materially adversely affect our competitive position versus companies that are able to better or more cheaply source such
raw materials or key inputs.
Changes to international trade policies, including tariffs and foreign trade restrictions, could adversely affect our business.
As a global transportation company, we generate export sales from our U.S. operations and also derive international sales
through our foreign subsidiaries, licensees and joint ventures. We also do business with industry suppliers located in various
international markets. A protectionist trade environment in either the United States or those foreign countries in which we do
business, such as a change in the current tariff structures, export compliance or other trade policies, may adversely affect our
business. In particular, such policies may impact or delay our customers' investments in our products, reduce the
competitiveness of our products in certain markets, and inhibit our ability to cost-effectively purchase necessary inputs from
certain suppliers. In addition, to the extent developments in international trade relations result in reduced global trade or slower
growth in global trade, it is likely that this would result in reductions in investment in freight and transit rail.
International trade policies are affected by a diverse array of factors, including global and national economic and political
conditions, which make it impossible for us to predict future developments regarding tariffs and other trade restrictions.
Although we actively monitor developments in international trade and proactively engage in efforts to mitigate the effect of
trade policies, there can be no guarantee that these efforts will be successful.
LEGAL AND REGULATORY RISKS
We are subject to a variety of laws and regulations, including anti-corruption laws, in various jurisdictions.
We are subject to various laws, rules and regulations administered by authorities in jurisdictions in which we do
business, such as the anti-corruption laws of the U.S. Foreign Corrupt Practices Act, the French Law n° 2016-1691 (Sapin II)
and the U.K. Bribery Act, relating to our business and our employees. We are also subject to other laws and regulations
governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of
Industry and Security, the U.S. Department of Treasury’s Office of Foreign Assets Control, and various non-U.S. government
entities, including applicable export control regulations, economic sanctions on countries and persons, customs requirements,
currency exchange regulations, and transfer pricing regulations. Despite our policies, procedures and compliance programs, our
internal controls and compliance systems may not be able to protect us from prohibited acts willfully committed by our
employees, agents or business partners that would violate such applicable laws and regulations. Any such improper acts could
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damage our reputation, subject us to civil or criminal judgments, fines or penalties, and could otherwise disrupt our business,
and as a result, could materially adversely impact our business, results of operations and financial condition.
In addition, our manufacturing operations are subject to safety, operations, maintenance and mechanical standards, rules
and regulations enforced by various federal and state agencies and industry organizations both domestically and internationally.
Our business may be adversely impacted by new rules and regulations or changes to existing rules or regulations, which could
require additional maintenance or substantial modification or refurbishment of certain of our products or could make such
products obsolete or require them to be phased out prior to their useful lives. We are unable to predict what impact these or
other regulatory changes may have, if any, on our business or the industry as a whole. We cannot assure that costs incurred to
comply with any new standards or regulations will not be material to our business, results of operations and financial condition.
We are subject to a variety of environmental laws and regulations.
We are subject to a variety of increasingly stringent environmental laws and regulations governing discharges to air and
water, substances in products, the handling, storage and disposal of hazardous or solid waste materials and the remediation of
contamination associated with releases of hazardous substances. We have incurred, and will continue to incur, both operating
and capital costs to comply with environmental laws and regulations, including costs associated with the clean-up and
investigation of some of our current and former properties and offsite disposal locations. We believe our 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. Failure to comply with environmental laws and regulations could have significant
consequences on our business and results of operations, including the imposition of substantial fines and sanctions for
violations, injunctive relief (including requirements that we limit or cease operations at affected facilities), and reputational risk.
In addition, certain of our products are subject to extensive, and increasingly stringent, statutory and regulatory
requirements governing, e.g., emissions and noise, including standards imposed by the U.S. Environmental Protection Agency,
the European Union and other regulatory agencies around the world. We have made, and will continue to make, significant
capital and research expenditures relating to compliance with these standards. The successful development and introduction of
new and enhanced products in order to comply with new regulatory requirements are subject to other risks, such as delays in
product development, cost over-runs and unanticipated technical and manufacturing difficulties. In addition to these risks, the
nature and timing of government implementation and enforcement of these standards-particularly in emerging markets-are
unpredictable and subject to change.
Future climate change regulation could result in increased operating costs, affect the demand for our products or affect the
ability of our critical suppliers to meet our needs.
Management believes it is reasonably likely that the scientific and political attention to issues concerning the existence
and extent of climate change, and the role of human activity in it, will continue, with the potential for further regulation that
affects the company’s operations. The potential challenges posed by evolving climate change policy and prospective legislation
are heavily dependent on the nature and degree of climate change legislation and the extent to which it applies to our industry.
Although uncertain, these developments could increase costs or reduce the demand for the products the company sells. The
company’s production and processing operations typically result in emissions of greenhouse gases. Likewise, emissions arise
from midstream and downstream operations, including operations of our locomotives and other products. Finally, although
beyond the control of the company, the use of fuels and related products by operators also results in greenhouse gas emissions
that may be regulated. International agreements, domestic legislation and regulatory measures to limit greenhouse gas emissions
are currently in various phases of discussion or implementation. While we are carefully monitoring developments and
reviewing the challenges associated with alternative proposals, at this time, we cannot predict the ultimate impact of climate
change and climate change legislation on our operations. Further, when or if these impacts may occur cannot be assessed until
legislative policy is more developed and specific legislative proposals begin to take shape. Any laws or regulations that may be
adopted to restrict or reduce emissions of greenhouse gas could require us to incur increased operating costs and could have an
adverse effect on demand for our products. In addition, the price and availability of certain of the raw materials that we use
could vary in the future as a result of environmental laws and regulations affecting our suppliers. An increase in the price of our
raw materials or a decline in their availability could adversely affect our operating margins or result in reduced demand for our
products.
The occurrence of litigation in which we are, or could be, named as a defendant is unpredictable.
From time to time, we are subject, directly or through our subsidiaries, to litigation or other commercial disputes and
other legal and regulatory proceedings with respect to our business, customers, suppliers, creditors, stockholders, product
liability (including, asbestos claims), intellectual property infringement, competition and antitrust claims, warranty claims or
environmental-related matters.
22
Due to the inherent uncertainties of any litigation, commercial disputes or other legal or regulatory proceedings, we
cannot accurately predict their ultimate outcome, including the outcome of any related appeals. We may incur significant
expense to defend or otherwise address current or future claims. Although we maintain insurance policies for certain risks, we
cannot make assurances that this insurance will be adequate to protect us from all material judgments and expenses related to
potential future claims or that these levels of insurance will be available in the future at economical prices or at all. In addition,
although in some cases we may be indemnified by non-affiliated entities that retain liabilities in connection with specific
matters, there can be no assurance that these indemnitors will remain financially viable and capable of satisfying their
obligations.
Any litigation, even a claim without merit, could result in substantial costs and diversion of resources and could have a
material adverse effect on our business and results of operations.
Our manufacturer’s warranties or product liability may expose us to potentially significant claims.
We warrant the workmanship and materials of many of our products. Accordingly, we are subject to a risk of product
liability or warranty claims in the event that the failure of any of our products results in personal injury or death or does not
conform to our customers’ specifications. In addition, in recent years, we have introduced a number of new products for which
we do not have a history of warranty experience. Although we currently maintain liability insurance coverage, we cannot assure
that product liability claims, if made, would not exceed our insurance coverage limits or that insurance will continue to be
available on commercially acceptable terms, if at all. The possibility exists for these types of warranty claims to result in costly
product recalls, significant repair costs and damage to our reputation.
RISKS RELATED TO DATA SECURITY AND INTELLECTUAL PROPERTY
If we are not able to protect our intellectual property and other proprietary rights, we may be adversely affected.
Our success can be impacted by our ability to protect our intellectual property and other proprietary rights. We rely
primarily on patents, trademarks, copyrights, trade secrets and unfair competition laws, as well as license agreements and other
contractual provisions, to protect our intellectual property and other proprietary rights. However, filing, prosecuting and
defending patents on our products in all countries and jurisdictions throughout the world would be prohibitively expensive.
Moreover, existing U.S. legal standards relating to the validity, enforceability and scope of protection of intellectual property
rights offer only limited protection, may not provide us with any competitive advantages and may be challenged by third
parties. The laws of countries other than the United States may be even less protective of intellectual property rights. As a
result, a significant portion of our technology is not patented, and we may be unable or may not seek to obtain patent protection
for this technology. Further, although we routinely conduct anti-counterfeiting activities in multiple jurisdictions, we have
encountered counterfeit reproductions of our products or products that otherwise infringe on our intellectual property rights.
Counterfeit components of low quality may negatively impact our brand value. Accordingly, despite our efforts, we may be
unable to prevent third parties from infringing upon, counterfeiting or misappropriating our intellectual property or otherwise
gaining access to our technology. If we fail to protect our intellectual property and other proprietary rights, then our business,
results of operations and financial condition could be negatively impacted.
In addition, we operate in industries in which there are many third-party owners of intellectual property rights. Owners of
intellectual property that we need to conduct our business as it evolves may be unwilling to license such intellectual property
rights to us on terms we consider reasonable. Third party intellectual property owners may assert infringement claims against us
based on their intellectual property portfolios. If we are sued for intellectual property infringement, we may incur significant
expenses investigating and defending such claims, even if we prevail.
We face cybersecurity and data protection risks relating to cyber-attacks and information technology failures that could
cause loss of confidential information and other business disruptions.
We rely extensively on the security, stability, and availability of technology systems in our business. We also collect,
process, and retain sensitive and confidential customer information, including proprietary business information, personal data
and other information that may be subject to privacy and security laws, regulations and/or customer-imposed data protection
controls. Our business may be adversely impacted by unintentional technology disruptions, including those resulting from
programming errors, employee operational errors, software defects, and product vulnerabilities.
We also provide technological products integral to train operation. Accordingly, our business may be adversely
impacted by disruptions to our own or third-party information technology infrastructure, which could result from cybersecurity
incidents, including, but not limited to, unauthorized access to the Company’s information technology systems, data access or
acquisition, and/or encryption of the Company’s environment. 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
23
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.
RISKS RELATED TO HUMAN CAPITAL
Labor shortages and labor disputes may have a material adverse effect on our operations and profitability.
We depend on skilled labor in our manufacturing and other businesses. Due to the competitive nature of the labor
markets in which we operate, we may not be able to retain, recruit and train the personnel we require, particularly when the
economy expands, production rates are high or competition for such skilled labor increases.
We collectively bargain with labor unions at some of our operations throughout the world. Failure to reach an agreement
could result in strikes or other labor protests which could disrupt our operations. Furthermore, non-union employees in certain
countries have the right to strike. If we were to experience a strike or work stoppage, it would be difficult for us to find a
sufficient number of employees with the necessary skills to replace these employees. We cannot assure that we will reach any
such agreement or that we will not encounter strikes or other types of conflicts with the labor unions of our personnel.
Any such labor shortages or labor disputes could have an adverse effect on our business, results of operations and
financial condition, could cause us to lose revenues and customers and might have permanent effects on our business.
We rely on our management team and other key personnel.
We depend on the skills, working relationships, and continued services of key personnel, including our experienced
management team, and other key employees. In addition, our ability to achieve our operating goals depends on our ability to
identify, hire, train, and retain qualified individuals. We compete with other companies both within and outside of our industry
for talented personnel, and we may lose key personnel or fail to attract, train, and retain other talented personnel. Any such loss
or failure could adversely affect our product sales, financial condition, and operating results. If we lose key personnel, because
they terminate their employment or retire, or as a result of illness, disability or death, or if an insufficient number of employees
is retained to maintain effective operations, our business activities may be adversely affected and our management team's
attention may be diverted. In addition, we may not be able to locate suitable replacements for any key personnel that we lose, or
we may not be able to hire potential replacements on reasonable terms, all of which could adversely affect our product sales,
financial condition, and operating results.
RISKS RELATED TO OUR INDEBTEDNESS
Our indebtedness could adversely affect our financial health.
At December 31, 2021, we had total debt of $4.1 billion, primarily related to Senior Notes. Being indebted could have
important consequences to us. For example, our indebtedness could:
•
•
•
•
•
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby
reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general
corporate purposes;
limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate;
place us at a disadvantage compared to competitors that have less debt; and
limit our ability to borrow additional funds.
Moreover, our Credit Agreement and the indentures governing our senior notes permit us to incur substantial additional
indebtedness, which may further contribute to, or exacerbate the impact of, the foregoing impacts.
The indentures for our outstanding senior notes and our Credit Agreement contain various covenants that limit our
management’s discretion in the operation of our businesses.
Our Credit Agreement subjects us to customary (i) affirmative covenants, including requirements with respect to certain
reporting obligations on us and our subsidiaries, and (ii) negative covenants, including limitations on: indebtedness; liens;
restricted payments; fundamental changes (including certain changes in control); business activities; transactions with affiliates;
restrictive agreements; changes in fiscal year; and use of proceeds. In addition, we are required to maintain (i) a ratio of
EBITDA to interest expense of at least 3.00 to 1.00 over each period of four consecutive fiscal quarters ending on the last day
of a fiscal quarter and (ii) a Leverage Ratio, calculated as of the last day of a fiscal quarter for a period of four consecutive
fiscal quarters, of 3.25 to 1.00 or less; provided that, in the second quarter of 2021, the Credit Agreement was amended so that
we may, upon our request, increase the maximum Leverage Ratio to (x) 3.75 to 1.00 at the end of the fiscal quarter in which our
acquisition of Nordco was consummated and each of the three fiscal quarters immediately following such fiscal quarter and (y)
24
3.50 to 1.00 at the end of each of the fourth and fifth full fiscal quarters after the consummation of such acquisition. The
Company has not requested any such increase in the leverage ratio at this time.
The indentures under which our Senior Notes were issued contain covenants and restrictions which limit, subject to
certain exceptions, certain sale and leaseback transactions with respect to principal properties, the incurrence of secured debt
without equally and ratably securing the senior notes and certain merger and consolidation transactions. In addition, the
indentures require that we offer to repurchase our outstanding Senior Notes upon the occurrence of certain change of control
triggering events.
Item 1B.
UNRESOLVED STAFF COMMENTS
None.
25
Item 2.
PROPERTIES
Facilities
The following table provides certain summary information about the principal facilities owned or leased by the Company
as of December 31, 2021. The Company believes that its facilities and equipment are generally in good condition and that,
together with scheduled capital improvements, they are adequate for its present and immediately projected needs. Leases on the
facilities are mainly long-term and generally include options to renew.
Primary Use
Segment
Own/Lease
Approximate
Square Feet
Location
Domestic
Erie, PA
Grove City, PA
Wilmerding, PA
Salem, VA
Justin, Texas
Fort Worth, Texas
Houston, Texas
Manufacturing/Warehouse/Office
Manufacturing/Warehouse
Manufacturing/Service
Manufacturing
Manufacturing/Warehouse
Manufacturing/Warehouse
Manufacturing/Service
Hanover Park, Illinois
Pittsburgh, PA
Manufacturing
Office
International
Shenyang, China
Doncaster, UK
Changzhou, China
Northampton, UK
Shenyang City, China
Piossasco, Italy
Burton-on-Trent, UK
Bangalore, India
Manufacturing/Warehouse/Office
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing
Manufacturing/Office
Manufacturing
Freight
Freight
Freight
Freight
Freight
Freight
Freight
Freight
Global HQ
Transit
Transit
Transit
Freight
Transit
Transit
Transit
Freight/Transit
Own
Own
Own
Own
Own
Own
Own
Lease
Lease
Own
Own
Own
Lease
Lease
Own
Lease
Lease
(1)
3,800,000
486,000
365,000
320,000
305,000
304,000
280,000
250,000
84,000
336,000
330,000
316,000
300,000
291,000
301,000
260,000
168,000
(1) Approximately 250,000 square feet are currently used in connection with the Company’s manufacturing operations. The
remainder is leased to a third party.
Item 3.
LEGAL PROCEEDINGS
Information with respect to legal proceedings is included in Note 18 of “Notes to Consolidated Financial Statements”
included in Part IV, Item 15 of this report and incorporated by reference herein.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
26
PART II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The Common Stock of the Company is listed on the New York Stock Exchange under the symbol “WAB.” As of
February 11, 2022, there were 185,290,114 shares of Common Stock outstanding held by approximately 109,650 holders of
record.
The Company has historically paid quarterly dividends to shareholders, subject to quarterly approval by our Board of
Directors, currently at a rate of approximately $111 million annually. The declaration and payment of future dividends are at
the discretion of the Board of Directors.
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with
the Securities and Exchange Commission, nor shall such information be incorporated by reference to any future filings under
the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, except to the extent that Wabtec
specifically incorporates it by reference into such filing. The graph below compares the total stockholder return through
December 31, 2021, of Wabtec’s common stock to (i) the S&P 500 and (ii) our peer group of manufacturing companies which
consists of the following publicly traded companies: AGCO, AMETEK, CSX, Cummins, Dover, Emerson Electric, Fortive,
Howmet Aerospace, Illinois Tool Works, Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, Terex, Textron,
The Greenbrier Companies, Trinity Industries, and Xylem.
27
Issuer Purchases of Common Stock
Total Number
of Shares
Purchased
Average Price
Paid per Share
Total Number
of Shares
Purchased as
Part of Publicly
Announced
Programs (1)
Maximum
Dollar Value of
Shares That
May Yet Be
Purchased
Under the
Programs (1)
In millions
— $
1,048,036 $
— $
1,048,036 $
—
95.40
—
95.40
— $
1,048,036 $
— $
1,048,036 $
300
200
200
200
Month
October 2021
November 2021
December 2021
Total quarter ended December 31, 2021
(1)
On February 10, 2022, the Board of Directors increased its stock repurchase authorization to increase the amount
available for stock repurchases to $750 million of the Company’s outstanding shares. This new stock repurchase
authorization supersedes the previous authorization of $500 million, of which $151 million 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.
Item 6.
[RESERVED]
28
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Wabtec is one of the world’s largest providers of locomotives, value-added, technology-based equipment, systems and
services for the global freight rail and passenger transit industries. Our highly engineered products, which are intended to
enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight
cars, passenger transit cars and buses around the world. Our core products and services are essential in the safe and efficient
operation of freight rail and passenger transit vehicles. 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 2021, approximately 60% of the Company’s net
sales came from customers outside the U.S.
Wabtec’s long-term financial goals are to drive strong cash flow conversion, maintain a strong credit profile while
minimizing our overall cost of capital, increase margins through strict attention to cost controls, drive improved efficiencies
across the business, and increase revenues through a focused growth strategy, including product innovation and new
technologies, global and market expansion, aftermarket products and services, and acquisitions. In addition, Management
evaluates the Company’s current operational performance through measures such as safety, quality and on-time delivery.
The Company primarily serves the worldwide freight and transit rail industries. As such, our operating results are largely
dependent on the level of activity, financial condition and capital spending plans of railroads and passenger transit agencies
around the world, and transportation equipment manufacturers who serve those markets. Many factors influence these
industries, including general economic conditions; traffic volumes, as measured by freight carloads and passenger ridership;
government spending on public transportation; and investment in new technologies. In general, trends such as increasing
urbanization, a focus on sustainability and environmental awareness, an aging equipment fleet, and growth in global trade are
expected to drive continued investment in freight and transit rail.
The Company monitors a variety of factors and statistics to gauge market activity. Freight rail markets around the world
are driven primarily by overall economic conditions and activity, while Transit markets are driven primarily by government
funding and passenger ridership. Changes in these market drivers can cause fluctuations in demand for Wabtec's products and
services.
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 on 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 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 by
the industry and the Company, and risks inherent in global expansion. When necessary, we will modify our financial and
operating strategies 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 materially adverse impact on our operations
and business results for the years ended December 31, 2021 and 2020, which is 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 metals and commodities costs, transportation and logistics costs and labor costs have all resulted from the
COVID-19 pandemic. The Company has implemented various mitigating actions to lessen the impact of supply chain
disruptions caused by the COVID-19 pandemic. These actions include price escalations in long-term contracts, implementing
price surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management,
29
strategic sourcing alignments, and accelerating integration synergies where possible. The Company expects to continue to
realize these increased costs over the next few quarters.
Uncertainty around general global economic and market conditions, exacerbated by the COVID-19 pandemic, will have
an impact on our sales and operations in 2022 and beyond. To the extent that these factors cause instability of capital markets,
supply chain disruptions including shortages of raw materials or component parts, labor availability, 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.
Cybersecurity Exposure
During the third quarter 2021, one of our vendors publicly disclosed vulnerabilities in one 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 to determine which products may be affected
and the potential impact to Wabtec, our customers and other relevant parties. To date, we are unaware of any exploitation of
these vulnerabilities; 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.
ACQUISITIONS
Wabtec acquired Nordco, a leading North American supplier of new, rebuilt and used maintenance of way equipment, on
March 31, 2021, and GE Transportation, a former business unit of GE, on February 25, 2019. For additional information
related to these acquisitions refer to Note 3 of "Notes to Consolidated Financial Statements" included in Part IV, Item 15 of this
report.
30
RESULTS OF OPERATIONS
Consolidated Results
The following table shows our Consolidated Statements of Operations for the years indicated.
2021 COMPARED TO 2020
In millions
Net sales:
Sales of goods
Sales of services
Total net sales
Cost of sales:
Cost of goods
Cost of services
Total cost of sales
Gross profit
Operating expenses:
Selling, general and administrative expenses
Engineering expenses
Amortization expense
Total operating expenses
Income from operations
Other income and expenses:
Interest expense, net
Other income, net
Income before income taxes
Income tax expense
Net income
Less: Net (income) loss attributable to noncontrolling interest
For the year ended December 31,
2021
2020
$
6,205 $
1,617
7,822
(4,545)
(908)
(5,453)
2,369
(1,030)
(176)
(287)
(1,493)
876
(177)
38
737
(172)
565
(7)
6,233
1,323
7,556
(4,629)
(790)
(5,419)
2,137
(948)
(162)
(282)
(1,392)
745
(199)
11
557
(145)
412
2
414
Net income attributable to Wabtec shareholders
$
558 $
The following table shows the major components of the change in net sales in 2021 from 2020:
In millions
2020 Net Sales
Acquisitions
Foreign Exchange
Organic
2021 Net Sales
Freight Segment Transit Segment
Total
$
5,082 $
2,474 $
7,556
138
23
(4)
—
111
(2)
138
134
(6)
$
5,239 $
2,583 $
7,822
The following discussion compares our results for the year ended December 31, 2021 to the year ended December 31,
2020. The discussion comparing our results for the year ended December 31, 2020 to the year ended December 31, 2019 is
included within Management's Discussion and Analysis of Financial Condition and Results of Operation in our Annual Report
on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 19, 2021.
Net sales
Net sales for the year ended December 31, 2021 increased by $266 million, or 3.5%, to $7.82 billion compared to the
same period in 2020. Organic sales decreased $6 million which is primarily attributable to a net organic decrease of $4 million
in the Freight Segment. Services sales increased from higher locomotive modernizations and overhauls and a decrease in
locomotive parkings while Components sales increased due to a higher railcar build and lower railcar parkings. These increases
were offset by lower Equipment sales due to lower locomotive sales, particularly in North America and Egypt, and lower
Digital Electronics sales primarily due to chip shortages caused by supply chain disruptions. These decreases in Freight were
31
offset by an increase in sales from acquisitions, which contributed $138 million, and favorable changes in foreign exchange
rates increased sales by $134 million, primarily in the Transit segment.
Cost of sales
Cost of sales for the year ended December 31, 2021 increased by $34 million, or 0.6%, to $5.45 billion compared to the
same period in 2020. The increase is primarily due to the increase in sales, increased metals, transportation and labor costs and
higher restructuring costs. Cost of sales as a percentage of sales was 69.7% and 71.7% for the years ended December 31, 2021
and 2020, respectively, representing a 2.0 percentage point decrease. The decrease as a percentage of sales is primarily due to
favorable product mix, improved productivity, synergy savings and the structural cost actions taken in the prior year, partially
offset by the increase in the costs described above. Cost of sales for the year ended December 31, 2021 included $53 million of
restructuring costs, primarily for footprint rationalization and headcount actions in Europe. Cost of sales for the year ended
December 31, 2020 included $45 million of restructuring costs, primarily for footprint rationalization and related headcount
actions as part of the acquisition of GE Transportation and in response to the COVID-19 pandemic.
Operating expenses
Total operating expenses increased $101 million, or 7.3%, for the year ended December 31, 2021 compared to the same
period in 2020. Operating expenses as a percentage of sales was 19.1% and 18.4% for the year ended December 31, 2021 and
2020, respectively. Selling, general and administrative expenses ("SG&A") increased $82 million for the year ended December
31, 2021 compared to the same period in 2020. The increase is primarily due to higher employee compensation and benefit
costs, costs incurred to support the higher sales volume and incremental expense from the acquisition of Nordco, partially offset
by a decrease in restructuring and transaction costs. Restructuring and transaction costs included in SG&A were $25 million
and $71 million for the year ended December 31, 2021 and 2020, respectively, and were primarily for headcount actions and
footprint rationalization programs. Engineering expense increased $14 million primarily due to investments in new technology
and incremental expense from the acquisition of Nordco. Amortization expense increased $5 million, due to the acquisition of
Nordco.
Interest expense, net
Interest expense, net, decreased $22 million for the year ended December 31, 2021 over the same period in 2020
attributable to lower overall average debt balances and lower interest rates.
Other income, net
Other income, net, was $38 million of income in 2021 compared to $11 million of income in the same period of 2020.
The increase is primarily attributable to foreign exchange gains in the current year compared to losses in the prior year as well
as higher equity income in the current year.
Income taxes
The effective income tax rate was 23.2% and 26.0% in 2021 and 2020, respectively. The change in effective tax rate in
2021 is primarily the result of filing amended federal and state income tax returns in 2021. The Company amended the 2019
federal tax return to incorporate changes in tax regulations which generated a net operating loss that was carried back to tax
years 2014 to 2016, which were at a higher federal tax rate. See Note 11 of "Notes to Consolidated Financial Statements"
included in Part IV, Item 15 of this report for additional information.
32
Freight Segment
The following table shows our Consolidated Statements of Operations for our Freight Segment:
In millions
Net sales:
Sales of goods
Sales of services
Total net sales
Cost of sales:
Cost of goods
Cost of services
Total cost of sales
Gross profit
Operating expenses
Income from operations ($)
Income from operations (%)
For the year ended December 31,
2021
2020
$
$
3,646
1,593
5,239
(2,682)
(890)
(3,572)
1,667
(950)
3,790
1,292
5,082
(2,829)
(765)
(3,594)
1,488
(904)
$
717
$
13.7 %
584
11.5 %
The following table shows the major components of the change in net sales for the Freight Segment in 2021 from 2020:
In millions
2020 Net Sales
Acquisitions
Foreign Exchange
Changes in Sales by Product Line:
Equipment
Components
Digital Electronics
Services
2021 Net Sales
Net sales
$
5,082
138
23
(229)
31
(33)
227
$
5,239
Freight Segment sales increased by $157 million, or 3.1%, to $5.24 billion, compared to the same period in 2020,
however, net organic sales decreased $4 million. Services sales increased from higher locomotive modernizations and overhauls
and a decrease in locomotive parkings while Components sales increased due to a higher railcar build and lower railcar
parkings. These increases were offset by lower Equipment Sales due to lower locomotive sales, particularly in North America
and Egypt, and lower Digital Electronics sales primarily due to chip shortages caused by supply chain disruptions that have
caused order delays but have not resulted in order cancellations. The organic sales decrease was more than offset by sales from
acquisitions of $138 million and the effects of favorable foreign exchange rates of $23 million.
Cost of sales
Freight Segment cost of sales decreased by $22 million, to $3.57 billion, compared to the same period in 2020. The
decrease is primarily due to favorable product mix, productivity and synergies and lower restructuring costs partially offset by
increased metals, transportation and labor costs. Cost of sales as a percentage of sales was 68.2% and 70.7% for the years ended
December 31, 2021 and 2020, respectively, representing a 2.5 percentage point decrease which also benefited from improved
absorption of fixed costs. Cost of sales for the year ended December 31, 2021 includes $8 million of restructuring and
transaction costs, primarily for amortization of the inventory step-up recorded in purchase accounting for the acquisition of
Nordco and headcount actions as part of the ongoing integration of GE Transportation. Cost of sales for the year ended
December 31, 2020 included $30 million of restructuring costs, primarily for costs for footprint rationalization and related
headcount actions as part of the integration of GE Transportation and in response to the COVID-19 pandemic.
33
Operating expenses
Freight Segment operating expenses increased $46 million, or 5.1%, for the year ended December 31, 2021 compared to
the same period in 2020. SG&A increased $31 million for the year ended December 31, 2021 compared to the same period in
2020. The increase is primarily due to higher employee compensation and benefit costs and incremental expense from the
acquisition of Nordco, partially offset by a decrease in restructuring and transaction costs. Restructuring and transaction costs
included in SG&A were $1 million and $46 million for the years ended December 31, 2021 and 2020, respectively, and were
primarily for headcount actions and footprint rationalization as part of the integration of GE Transportation. Engineering
expense increased $10 million primarily due to investments in new technology and incremental expense from the acquisition of
Nordco. Amortization expense increased $5 million due to the acquisition of Nordco.
34
Transit Segment
The following table shows our Consolidated Statements of Operations for our Transit Segment:
In millions
Net sales
Cost of sales
Gross profit
Operating expenses
Income from operations ($)
Income from operations (%)
For the year ended December 31,
2021
2020
$
2,583
$
(1,881)
702
(464)
2,474
(1,825)
649
(419)
$
238
$
9.2 %
230
9.3 %
The following table shows the major components of the change in net sales for the Transit Segment in 2021 from 2020:
In millions
2020 Net Sales
Foreign Exchange
Changes in Sales by Product Line:
Original Equipment Manufacturing
Aftermarket
2021 Net Sales
Net sales
$
2,474
111
6
(8)
$
2,583
Transit Segment sales for the year ended December 31, 2021 increased by $109 million, or 4.4%, to $2.58 billion
compared to the same period in 2020, with foreign exchange rates being the primary driver of the increase. Transit segment
organic sales decreased $2 million due to supply chain issues and disruptions caused by the COVID-19 pandemic.
Cost of sales
Transit Segment cost of sales for the year ended December 31, 2021 increased by $56 million, or 3.1%, to $1.88
billion compared to the same period in 2020. The increase is primarily due to higher restructuring costs, increased metals,
transportation and labor costs and the effect of foreign exchange rates. Cost of sales as a percentage of sales was 72.8% and
73.8% for the years ended December 31, 2021 and 2020, respectively, representing a 1.0 percentage point decrease which also
benefited from improved operational efficiency and the impact that the COVID-19 pandemic had on margins in 2020. Cost of
sales for the years ended December 31, 2021 and 2020 included $45 million and $14 million of restructuring costs, respectively,
primarily for footprint rationalization in Europe.
Operating expenses
Transit Segment operating expenses increased $45 million, or 10.7%, in 2021 compared to the same period in 2020.
SG&A increased $41 million for the year ended December 31, 2021 compared to the same period in 2020. The increase is
primarily due to higher employee compensation and benefit costs and the effect of foreign exchange rates. Restructuring and
transaction costs included within SG&A were $14 million for both years ended December 31, 2021 and 2020 and were
primarily for headcount actions and footprint rationalization in Europe. Engineering expense increased $4 million due to
investments in new technology, and amortization expense remained consistent year over year.
35
Liquidity and Capital Resources
Liquidity is provided by operating cash flow and borrowings under the Company’s Senior Notes and 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:
In millions
Cash provided by (used for):
Operating activities
Investing activities
Financing activities
For the year ended
December 31,
2021
2020
$
$
$
1,073 $
(540) $
(653) $
784
(155)
(619)
Operating activities. Cash provided by operations increased $289 million in 2021 to $1,073 million compared with $784
million in 2020. Significant changes to the sources and (uses) of cash for the twelve month periods include the following:
•
•
•
•
$280 million attributable to higher Net income and other favorable changes in the related statement of income;
$(235) million from net changes in working capital driven by: $(266) million from changes in receivables due to
timing and volume of sales and $(125) million from the pay down of the Revolving Receivables Program; $(222)
million unfavorable change in inventory primarily from inventory build-ups in response to supply chain challenges;
$378 million improvement from accounts payable, primarily due to the timing of payments to suppliers and the
COVID-19 related impacts on expenditures in 2020;
favorable change in accrued liabilities and customer deposits of $175 million, which related to approximately $120
million of cash payments made during 2020 for costs related to the GE Transportation acquisition, higher incentive
compensation accruals and timing of severance accruals related to site rationalization; and,
approximately $40 million related to settlement of litigation in 2020 that did not recur in 2021.
Investing activities. In 2021 and 2020, cash used in investing activities was $(540) million and $(155) million,
respectively. The major components of the cash outflow in 2021 was planned additions to property, plant, and equipment of
$(130) million for continued investments in our facilities and manufacturing processes, and $(435) million in net cash paid for
acquisitions, primarily for Nordco. The major components of the cash outflow in 2020 was $(136) million for additions to
property, plant, and equipment and $(40) million in net cash paid for various small acquisitions.
Financing activities. In 2021, cash used for financing activities was $(653) million, which included net debt payments of
$(161) million, $(99) million of contingent consideration payments related to the GE Transportation acquisition, $(92) million
of dividend payments, and $(300) million for share repurchases. In 2020, cash used for financing activities was $(619) million,
which included net debt payments of $(199) million, $(115) million of contingent consideration payments related to the GE
Transportation acquisition, $(93) million of dividend payments, and $(207) million for share repurchases.
On June 3, 2021, Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") issued €500 million of 1.25%
Senior Notes due in 2027, which are fully and unconditionally guaranteed by the Company. Also on June 3, 2021, the Company
repaid all outstanding borrowings and interest related to the 364 Day Facility, effectively retiring the facility. Additional
information with respect to Senior Notes, credit facilities and long-term debt is included in Note 8 of "Notes to Consolidated
Financial Statements” included in Part IV, Item 15 of this report.
The Company borrows and repays against the Multi-Currency Revolving loan facility for added flexibility in liquidity
to manage cash during the operating cycle. The proceeds from borrowing and the repayments are shown within the "Proceeds
from debt, net of issuance costs" and "Payments of debt" lines, respectively, presented in the Consolidated Statements of Cash
Flows.
As of December 31, 2021, the Company held approximately $473 million of cash and cash equivalents. Of this amount,
approximately $91 million was held within the United States and approximately $382 million was held outside of the United
States, primarily in Europe, India, 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.
Revolving Receivables Program
In May 2020, the Company entered into a revolving agreement to transfer up to $150 million of certain receivables of
certain subsidiaries of the Company (the "Originators") through our bankruptcy-remote subsidiary to a financial institution on a
36
recurring basis in exchange for cash equal to the gross receivables transferred. 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. Additional information with respect to the Revolving Receivables Program is included in Note 2 of "Notes to
Consolidated Financial Statements" included in Part IV, Item 15 of this report and incorporated by reference herein.
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 Sheets.
Guarantor Summarized Financial Information
The obligations of Westinghouse Air Brake Technologies Corporation under the Senior Notes, Senior Credit Facility and
364 Day Facility have been fully and unconditionally guaranteed by certain of the parent 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 following tables present summarized financial information of the parent and the guarantor subsidiaries on a
combined basis. 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
In millions
Net sales
Gross profit
Net income attributable to Wabtec shareholders
Summarized Balance Sheets
In millions
Current assets
Noncurrent assets
Current liabilities
Long-term debt
Other non-current liabilities
Unaudited
Westinghouse Air Brake Technologies Corp. and
Guarantor Subsidiaries
Year Ended December 31, 2021
$
3,750
820
175
Unaudited
Westinghouse Air Brake Technologies Corp. and
Guarantor Subsidiaries
December 31, 2021
December 31, 2020
$
$
$
$
$
999 $
2,087 $
1,382 $
3,483 $
552 $
1,092
1,836
1,409
3,780
374
37
The following is a description of the transactions between the combined Westinghouse Air Brake Technologies Corp.
and guarantor subsidiaries with non-guarantor subsidiaries.
In millions
Net sales to Non-Guarantor Subsidiaries
Purchases from Non-Guarantor Subsidiaries
In millions
Unaudited
Westinghouse Air Brake Technologies Corp. and
Guarantor Subsidiaries
Year Ended December 31, 2021
$
643
1,151
Unaudited
Westinghouse Air Brake Technologies Corp. and
Guarantor Subsidiaries
December 31, 2021
Amount due from/(to) Non-Guarantor Subsidiaries
$
(6,428)
Summarized Financial Information—Euro Notes
The obligations under Wabtec Netherlands’ Euro Notes are fully and unconditionally guaranteed by Westinghouse Air
Brake Technologies Corporation. Wabtec Netherlands is a wholly-owned, indirect subsidiary of the parent 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.
The following tables present summarized financial information of Wabtec Netherlands, as the issuer of the Euro Notes,
and Westinghouse Air Brake Technologies Corporation, as the parent guarantor, on a combined basis. The combined
summarized financial information eliminates all intercompany balances and transactions among Wabtec Netherlands and
Westinghouse Air Brake Technologies Corporation as well as all equity in earnings from and investments in any subsidiary of
Westinghouse Air Brake Technologies Corporation, 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
In millions
Net sales
Gross profit
Net loss attributable to Wabtec shareholders
Summarized Balance Sheets
In millions
Current assets
Noncurrent assets
Current liabilities
Long-term debt
Other non-current liabilities
Unaudited
Issuer and Guarantor
Twelve Months Ended
December 31, 2021
$
540
97
(267)
Unaudited
Issuer and Guarantor
December 31, 2021
December 31, 2020
$
$
$
$
$
252 $
805 $
499 $
4,044 $
209 $
408
710
824
3,780
314
38
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.
In millions
Net sales to non-issuer and non-guarantor subsidiaries
Purchases from non-issuer and non-guarantor subsidiaries
In millions
Amount due from/(to) non-issuer and non-guarantor subsidiaries
Unaudited
Issuer and Guarantor
Twelve Months Ended
December 31, 2021
69
109
Unaudited
Issuer and Guarantor
December 31, 2021
(6,262)
$
$
39
Contractual Obligations and Off-Balance Sheet Arrangements
The Company is obligated to make future payments under various contracts such as debt and lease agreements, and has
certain contingent commitments. The Company has grouped these contractual obligations and off-balance sheet arrangements
into operating activities, financing activities, and investing activities in the same manner as they are classified in the Statement
of Consolidated Cash Flows to provide a better understanding of the nature of the obligations and arrangements and to provide
a basis for comparison to historical information. The table below provides a summary of contractual obligations and off-balance
sheet arrangements as of December 31, 2021:
In millions
Operating activities:
Purchase obligations (1)
Operating leases (2)
Pension and postretirement benefit payments (3)
Interest payments (4)
Financing activities:
Long-term debt
Dividends to shareholders (5)
Contingent consideration (6)
Total
Total
2022
2023-24
2025-26
2027+
$
117 $
73 $
40 $
4 $
345
202
765
4,081
111
256
60
18
155
2
111
110
99
38
282
1,012
—
146
73
40
198
—
113
106
130
1,250
1,817
—
—
—
—
$
5,877 $
529 $
1,617 $
1,565 $
2,166
(1) Purchase obligations represent non-cancelable contractual obligations at December 31, 2021. In addition, the Company
had approximately $1 billion of open purchase orders for which the related goods or services had not been
received. Although open purchase orders are considered enforceable and legally binding, their terms generally allow
us the option to cancel, reschedule and adjust our requirements based on our business needs prior to the delivery of
goods or performance of services.
(2) Operating leases represent multi-year obligations for rental of facilities and equipment.
(3) Pension and postretirement benefit payments includes expected payments to participants out of plan assets and
corporate assets. The benefit payments are based on actuarial estimates using current assumptions for discount rates,
expected return on long-term assets and rate of compensation increases. The Company expects to contribute $3 million
to pension plan investments in 2022.
(4) Interest payments on the Senior Notes are based on interest rates in effect as of December 31, 2021 and are calculated
on debt with maturities that extend to 2028. Interest payments for the Revolving Credit Facility and Other Borrowings
are based on contractual terms and the Company’s current interest rates.
(5) Shareholder dividends are subject to approval by the Company’s Board of Directors, currently at an annual rate of
approximately $111 million.
(6) Contingent consideration represents the total remaining payable to General Electric (GE) resulting from the 2019
acquisition of GE Transportation. The timing of the cash payments to GE is directly related to the future timing of tax
benefits received by the Company and could change.
The above table does not reflect uncertain tax positions of $32 million, the timing of which are uncertain. Refer to Note
11 of the “Notes to Consolidated Financial Statements” for additional information on uncertain tax positions. Additionally, the
Company arranges for certain types of bank guarantees and letters of credit, such as performance bonds, bid bonds and financial
guarantees, that are issued by certain banks and insurance companies to support customer contracts. At December 31, 2021, the
total value of these bank guarantees and letters of credit were $791 million and expire on various dates through 2039. Amounts
include interest payments based on contractual terms and the Company’s current interest rate.
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.
40
These forward-looking statements are subject to various risks, uncertainties and assumptions about us, including, among
other things:
Economic and industry conditions
•
•
•
•
•
•
•
•
•
•
•
•
•
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;
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 relations;
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; or
the development and use of new technology;
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, 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;
federal and state income tax legislation; or
the outcome of negotiations with governments;
41
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.
Statements in this 10-K apply only as of the date on which such statements are made, and except as required by law, we
undertake no obligation to update any statement to reflect events or circumstances after the date on which the statement is made
or to reflect the occurrence of unanticipated events.
Critical Accounting Estimates
The preparation of the financial statements in accordance with generally accepted accounting principles requires
Management to make judgments, estimates and assumptions regarding uncertainties that affect the reported amounts of assets
and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Areas of
uncertainty that require judgments, estimates and assumptions include the accounting for allowance for doubtful accounts,
inventories, business combinations, the testing of goodwill and other intangibles for impairment, warranty reserves, stock based
compensation, income taxes, and revenue recognition. Management uses historical experience and all available information to
make these judgments and estimates, and actual results will inevitably differ from those estimates and assumptions that are used
to prepare the Company’s financial statements at any given time. Despite these inherent limitations, Management believes that
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) and the financial
statements and related footnotes provide a meaningful and fair perspective of the Company.
A summary of the Company’s significant accounting policies is included in Note 2 in the “Notes to Consolidated
Financial Statements” included in Part IV, Item 15 of this report. Management believes that the application of these policies on
a consistent basis enables the Company to provide the users of the financial statements with useful and reliable information
about the Company’s operating results and financial condition.
Accounts Receivable and Allowance for Doubtful Accounts:
Description The Company provides an allowance for doubtful accounts to cover anticipated losses on uncollectible accounts
receivable.
Judgments and Uncertainties The allowance for doubtful accounts receivable reflects our best estimate of expected losses
inherent in our receivable portfolio determined on the basis of historical experience, relevant credit forecast information,
changes to customer's solvency and other currently available evidence.
Effect if Actual Results Differ From Assumptions If our estimates regarding the collectability of troubled accounts, and/or our
actual losses within our receivable portfolio exceed our estimated losses, we may be exposed to the expense of increasing our
allowance for doubtful accounts and loss of cash flows.
Inventories:
Description Inventories are stated at the lower of cost or net realizable value and are reviewed to ensure that an adequate
provision is recognized for excess, slow moving and obsolete inventories, and net realizable value reserves.
Judgments and Uncertainties Cost is determined under the first-in, first-out (FIFO) method. Inventory costs include material,
labor and overhead. The Company compares inventory components to prior year sales history and current backlog and
anticipated future requirements. To the extent that inventory parts exceed estimated usage and demand, a reserve is recognized
to reduce the carrying value of inventory. Also, specific reserves are established for known inventory obsolescence, a decline in
market value, or loss of a customer with specific inventory.
Effect if Actual Results Differ From Assumptions If the market value or demand for our products were to decrease due to
changing market conditions, the Company could be at risk of incurring write-downs to adjust inventory value to a net realizable
value lower than stated cost. If our estimates regarding sales and backlog requirements are inaccurate, we may be exposed to
the expense of increasing our reserves for slow moving and obsolete inventory.
42
Business Combinations:
Description The Company accounts for business acquisitions in accordance with ASC 805, Business Combinations, which
requires the purchase price of the acquired business to be allocated to tangible and intangible assets acquired and liabilities
assumed based on the respective fair values. The amount of purchase price which is in excess of the fair values of assets
acquired and liabilities assumed is recognized as goodwill.
Judgments and Uncertainties Discounted cash flow models are used to estimate the fair values of acquired contract backlog,
customer relationships, intellectual property intangibles and trade names, and below-market customer contract liabilities. The
significant assumptions used to estimate the value of the intangible assets and below-market customer contract liabilities
included revenue growth rates, projected profit margins, discount rates, royalty rates, customer attrition rates, revenue
obsolescence rates and market participant profit margins. These significant assumptions are forward-looking and could be
affected by future economic and market conditions.
Effect if Actual Results Differ From Assumptions Different assumptions may result in materially different values for assets
acquired and liabilities assumed, which may impact the Company's financial position and future results of operations.
Goodwill and Indefinite-Lived Intangibles:
Description Goodwill and indefinite-lived intangibles are required to be tested for impairment at least annually. The Company
performs its annual impairment test during the fourth quarter and more frequently when indicators of impairment are present.
The Company reviews goodwill for impairment at the reporting unit level. The Company has identified three reporting units for
purposes of testing goodwill for impairment. Two reporting units exist within the Freight segment and the Transit segment is
also a reporting unit. The evaluation of impairment involves comparing the current fair value of the business to the recorded
value (including goodwill).
Judgments and Uncertainties A number of significant assumptions and estimates are involved in the application of the
impairment test, including the identification of macroeconomic conditions, industry and market considerations, cost factors,
overall financial performance, Wabtec specific events and share price trends and making the assessment on whether each
relevant factor will impact the impairment test positively or negatively and the magnitude of any such amount.
Effect if Actual Results Differ From Assumptions Management considers historical experience and all available information at
the time the fair values of its reporting units are estimated. However, actual amounts realized may differ from those used to
evaluate the impairment of goodwill. If actual results are not consistent with our assumptions and judgments used in estimating
future cash flows and asset fair values, we may be exposed to impairment losses that could be material to our results of
operations. At December 31, 2021, all three of the Company’s reporting units had fair values which were substantially in excess
of their carrying values. See Note 2 in the “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this
report for additional discussion regarding impairment testing.
Warranty Reserves:
Description The Company provides warranty reserves to cover expected costs from repairing or replacing products with
durability, quality or workmanship issues occurring during established warranty periods.
Judgments and Uncertainties In general, reserves are provided for as a percentage of sales, based on historical experience. In
addition, specific reserves are established for known warranty issues and their estimable losses.
Effect if Actual Results Differ From Assumptions If actual results are not consistent with the assumptions and judgments used to
calculate our warranty liability, the Company may be exposed to the expense of increasing our reserves for warranty expense.
Stock-based Compensation:
Description The Company has issued incentive stock units to eligible employees that vest upon attainment of certain cumulative
three-year performance goals. The program is structured as a rolling three-year plan; each year starts a new three-year
performance cycle with the most recently completed cycle being 2019-2021. No incentive stock units will vest for performance
below the three-year cumulative threshold. The Company utilizes an economic profit measure for this performance
goal. Economic profit is a measure of the extent to which the Company produces financial results in excess of its cost of
capital. Based on the Company’s achievement of the threshold and three-year cumulative performance, the stock units vested
can range from 0% to 200% of the shares granted.
Judgments and Uncertainties Significant judgments and estimates are used in determining the estimated three-year
performance, which is then used to estimate the total shares expected to vest over the three year vesting cycle and
corresponding expense based on the grant date fair value of the award. When determining the estimated three-year
performance, the Company utilizes a combination of historical actual results, budgeted results and forecasts. Upon the initial
grant of a performance cycle, the Company estimates the three-year performance at 100%. As actual performance results for a
cycle begin to accumulate and the Company completes its budgeting and forecasting cycles the performance estimates are
updated. These judgments and estimates are reviewed and updated on a quarterly basis.
43
Effect if Actual Results Differ From Assumptions If assumptions used in determining the estimated three-year performance
change significantly, stock-based compensation expense related to the unvested incentive stock awards can fluctuate from
period to period.
Income Taxes:
Description Wabtec records an estimated liability or benefit for income and other taxes based on what it determines will likely
be paid in various tax jurisdictions in which it operates in accordance with ASC 740-10 Accounting for Income Taxes and
Accounting for Uncertainty in Income Taxes.
Judgments and Uncertainties The estimate of our tax obligations are uncertain because Management must use judgment to
estimate the exposures associated with our various filing positions, as well as realization of our deferred tax assets. ASC 740-10
establishes a recognition and measurement threshold to determine the amount of tax benefit that should be recognized related to
uncertain tax positions.
Effect if Actual Results Differ From Assumptions Management uses its best judgment in the determination of these amounts.
However, the liabilities ultimately realized and paid are dependent on various matters including the resolution of the tax audits
in the various affected tax jurisdictions and may differ from the amounts recorded. An adjustment to the estimated liability
would be recorded through income in the period in which new information changes the expected outcome of an uncertain tax
position. A deferred tax valuation allowance is provided when it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
Revenue Recognition:
Description Revenue is recognized in accordance with ASC 606 Revenue from Contracts with Customers. Company recognizes
a portion of its revenues on 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. 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.
Judgments and Uncertainties Accounting for long-term customer agreements involves a judgmental process of estimating the
total sales and costs for each contract, which results in the development of estimated profit margin percentages. 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 subcontracts that may be associated with the contract. Factors that
influence these estimates include inflationary trends, technical and schedule risk, internal and subcontractor performance trends,
business volume assumptions, asset utilization, and anticipated labor agreements. Generally, pricing is defined in our contracts
but may include an estimate of variable consideration when required by the terms of the individual customer contract. Types of
variable consideration that the Company typically has include volume discounts, prompt payment discounts, liquidating
damages, and performance bonuses.
Effect if Actual Results Differ From Assumptions Should market conditions and customer demands dictate changes to our
standard shipping terms, the Company may be impacted by longer than typical revenue recognition cycles. The development of
expected contract costs and contract profit margin percentages involves procedures and personnel in all areas that provide
financial or production information on the status of contracts. Due to the significance of judgments in the estimation process, it
is likely that materially different revenue amounts could be recorded if we used different assumptions or if the underlying
circumstances were to change. Changes in underlying assumptions/estimates, supplier performance, or circumstances may
adversely or positively affect financial performance in future periods. Some of our contracts are expected to be completed in a
loss position. Provisions are made currently for estimated losses on uncompleted contracts.
Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All market risk sensitive instruments were entered into for non-trading purposes.
Interest Rate Risk
In the ordinary course of business, Wabtec is exposed to risks that increases in interest rates may adversely affect
funding costs associated with its available variable-rate debt facilities. At December 31, 2021, the Company's interest risk
related to variable-rate debt is limited to the amounts borrowed under the Multi-Currency Revolving credit facility. At
44
December 31, 2021, the Company had no outstanding variable rate debt. The Company’s variable rate debt represented 15% of
total debt at December 31, 2020.
Foreign Currency Exchange Rate Risk
The Company is exposed to certain risks associated with changes in foreign currency exchange rates to the extent our
operations are conducted in currencies other than the U.S. dollar. To reduce the impact of changes in currency exchange rates,
the Company has periodically entered into foreign currency forward contracts. Refer to “Financial Derivatives and Hedging
Activities” in Notes 2, 17 and 20 of “Notes to Consolidated Financial Statements” included in Part IV, Item 15 of this report for
more information regarding foreign currency exchange risk and sales by geographic area.
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are set forth in Item 15 of Part IV hereof.
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with our independent registered public accountants.
Item 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Wabtec’s principal executive officer and its principal financial officer have evaluated the effectiveness of Wabtec’s
“disclosure controls and procedures,” (as defined in Exchange Act Rule 13a-15(e)) as of December 31, 2021. Based upon their
evaluation, the principal executive officer and principal financial officer concluded that Wabtec’s disclosure controls and
procedures are effective to provide reasonable assurance that information required to be disclosed by Wabtec in the reports filed
or submitted by it under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms, and to provide reasonable assurance that information required to be disclosed by Wabtec in such
reports is accumulated and communicated to Wabtec’s Management, including its principal executive officer and principal
finance officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in Wabtec’s “internal control over financial reporting” (as defined in Rule 13a-15(f) under the
Exchange Act) that occurred during the quarter ended December 31, 2021, that has materially affected, or is reasonably likely
to materially affect, Wabtec’s internal control over financial reporting. Management’s annual report on internal control over
financial reporting and the attestation report of the registered public accounting firm are included in Part IV, Item 15 of this
report.
Management’s Report on Internal Control over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting appears on page 51 and is incorporated by reference
herein.
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
Ernst & Young LLP's attestation report on internal control over financial reporting appears on page 54 and is
incorporated by reference herein.
Item 9B.
OTHER INFORMATION
None.
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
45
Items 10 through 14.
PART III
In accordance with the provisions of General Instruction G(3) to Form 10-K, the information required by Item 10
(Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related
Transactions, and Director Independence) and Item 14 (Principal Accounting Fees and Services) is incorporated herein by
reference from the Company’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 18, 2022,
except for the Equity Compensation Plan Information required by Item 12, which is set forth in the table below. The definitive
Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after December 31, 2021.
Information relating to the executive officers of the Company is set forth in Part I.
Wabtec has adopted a Code of Business Conduct and Ethics which is applicable to all of our employees, including our
executive officers. This Code of Business Conduct and Ethics is posted on our website at www.wabteccorp.com. In the event
that we make any amendments to or waivers from this code, we will disclose the amendment or waiver and the reasons for such
on our website.
This table provides aggregate information as of December 31, 2021 concerning equity awards under Wabtec’s
compensation plans and arrangements.
Plan Category
Equity compensation plans approved by
shareholders
Equity compensation plans not approved by
shareholders
Total
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding
options warrants and
rights
(c)
Number of securities
remaining available for
future issuance
under equity
compensation
plans (excluding securities
reflected in column (a))
1,267,169 $
—
1,267,169 $
75.40
—
75.40
6,399,200
—
6,399,200
46
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
The financial statements, financial statement schedules and exhibits listed below are filed as part of this annual
report:
(1)
Financial Statements and Reports on Internal Control
Management’s Reports to Westinghouse Air Brake Technologies Corporation Shareholders
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42, Pittsburgh, Pennsylvania)
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Income for the three years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the three years ended December 31, 2021, 2020
and 2019
Consolidated Statements of Cash Flows for the three years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Shareholders’ Equity for the three years ended December 31, 2021, 2020 and
2019
Notes to Consolidated Financial Statements
(2)
Financial Statement Schedules
Schedule II—Valuation and Qualifying Accounts
2.1
2.2
2.3
2.4**
3.1
3.2
3.3
3.4
3.5
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Exhibits
Shareholder's Agreement among Financiere Faiveley S.A., FW Acquisition, LLC, and Wabtec
Corporation dated as of October 6, 2015
Amendment No. 1 to Shareholder's Agreement among Financiere Faiveley S.A., Famille Faiveley
Participations, Francois Faiveley, Erwan Faiveley, and Wabtec Corporation dated as of dated as of
October 24, 2016
Employee Matters Agreement among General Electric Company, Transportation Systems Holdings Inc.,
Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.
Tax Matters Agreement among General Electric Company, Transportation Systems Holdings Inc.,
Westinghouse Air Brake Technologies Corporation and Wabtec US Rail, Inc.
Restated Certificate of Incorporation of the Company dated January 30, 1995, as amended December 31,
2003
Certificate of Amendment of Restated Certificate of Incorporation dated May 14, 2013
Amended and Restated By-Laws of the Company, effective February 11, 2021
Certificate of Amendment to Restated Certificate of Incorporation dated November 19, 2018
Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of Westinghouse Air
Brake Technologies Corporation, dated February 22, 2019
Indenture, dated August 8, 2013 by and between the Company and Wells Fargo, National Association, as
Trustee
First Supplemental Indenture, dated August 8, 2013, by and between the Company and Wells Fargo
Bank, National Association, as Trustee
Form of 4.375% Senior Note due 2023 (included in Exhibit 4.2)
Second Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee
Third Supplemental Indenture, dated November 3, 2016, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee
Form of 3.450% Senior Note due 2026 (included in Exhibit 4.5)
Fourth Supplemental Indenture, dated February 9, 2017, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee
Page
51
52
54
55
56
57
58
59
60
90
Filing
Method
13
14
21
21
9
11
8
22
21
12
12
12
15
15
15
16
47
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
4.19
4.20
4.21
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
Fifth Supplemental Indenture, dated April 28, 2017, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee
Sixth Supplemental Indenture, dated June 21, 2017, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee.
Seventh Supplemental Indenture, dated June 8, 2018, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee
Eighth Supplemental Indenture, dated June 29, 2018, by and among Westinghouse Air Brake
Technologies Corporation, the subsidiary guarantors named therein and Wells Fargo Bank, National
Association, as Trustee
Ninth Supplemental Indenture, dated September 14, 2018, by and among the Company, the guarantors
party thereto and Wells Fargo Bank, National Association, as Trustee.
Form of 1.150% Senior Note due 2024 (included in Exhibit 4.12)
Form of 4.700% Senior Note due 2028 (included in Exhibit 4.12)
Tenth Supplemental Indenture, dated June 6, 2019, by and among the Company, the guarantors party
thereto and Wells Fargo Bank, National Association, as Trustee
Eleventh Supplement Indenture, dated June 29, 2020, by and among the Company, the guarantors party
thereto and Wells Fargo Bank, National Association, as Trustee
Form of 3.200% Senior Note due 2025 (included in Exhibit 4.16)
Description of Wabtec Common Stock registered pursuant to Section 12 of the Securities Act of 1934
Base Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V., as issuer,
Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National Association,
as Trustee
First Supplemental Indenture, dated as of June 3, 2021, among Wabtec Transportation Netherlands B.V.,
as issuer, Westinghouse Air Brake Technologies Corporation, as guarantor, and U.S. Bank National
Association, as Trustee
Form of 1.250% Notes due 2027 (included in Exhibit 4.20 hereof).
Agreement of Sale and Purchase of the North American Operations of the Railway Products Group, an
operating division of American Standard Inc. (now known as Trane), dated as of 1990 between Rail
Acquisition Corp. and American Standard Inc. (only provisions on indemnification are reproduced)
Letter Agreement (undated) between the Company and American Standard Inc. (now known as Trane)
on environmental costs and sharing
Purchase Agreement dated as of June 17, 1992 among the Company, Schuller International, Inc.,
Manville Corporation and European Overseas Corporation (only provisions on indemnification are
reproduced)
Westinghouse Air Brake Company 1995 Non-Employee Directors’ Fee and Stock Option Plan, as
amended and restated*
Westinghouse Air Brake Technologies Corporation 2000 Stock Incentive Plan, as Westinghouse Air
Brake Technologies Corporation 2000 Stock Incentive Plan, as amended * *
Employment Agreement with Albert J. Neupaver, dated February 1, 2006 *
Form of Restricted Stock Agreement *
Westinghouse Air Brake Technologies Corporation 2011 Stock Incentive Plan as amended and restated,
as further amended*
Stock Purchase Agreement, by and among the Company, Standard Car Truck Company and Robclif,
Inc., dated September 12, 2008
Form of Employment Continuation Agreement entered into by the Company with Rafael Santana, David
L. DeNinno, Patrick D. Dugan, Nicole Theophilus, Michael E. Fetsko, and John A Mastalerz Jr.*
Wabtec Corporation Deferred Compensation Plan for Executive Officers and Directors as adopted
December 10, 2009 *
Form of Agreement for Nonstatutory Stock Option under the 1995 Non-Employee Directors’ Fee and
Stock Option Plan, as amended and restated*
Form of Agreement for Nonstatutory Stock Options under 2000 Stock Incentive Plan, as amended *
Form of Agreement for Nonstatutory Stock Options under 2011 Stock Incentive Plan as amended and
restated*
48
17
18
19
19
20
1
1
23
25
1
1
27
27
27
2
2
2
4
33
3
10
5
6
7
10
10
10
10
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
21.0
22.0
23.1
31.1
31.2
Credit Agreement, dated as of June 8, 2018, by and among Westinghouse Air Brake Technologies
Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto, the lenders
party thereto and PNC Bank, National Association, as Administrative Agent, Goldman Sachs Bank USA,
HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, PNC Capital Markets LLC and TD Securities (USA) LLC, as Joint Lead Arrangers and
Joint Bookrunners, Goldman Sachs Bank USA and PLC Capital Markets LLC, as Syndication Agents,
and Bank of America, N.A., HSBC Bank USA, N.A., JPMorgan Chase Bank, N.A., and TD Securities
First Amendment to Credit Agreement, dated as of February 22, 2019, among Westinghouse Air Brake
Technologies Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto,
the lenders party thereto and PNC Bank, National Association, as Administrative Agent
Second Amendment to Credit Agreement, dated as of April 22, 2021, among Westinghouse Air Brake
Technologies Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto,
the lenders party thereto and, PNC Bank, National Association, as Administrative Agent
Third Amendment to Credit Agreement, dated as of December 29, 2021, among Westinghouse Air Brake
Technologies Corporation, Wabtec Netherlands B.V. and the other borrowing subsidiaries party thereto,
the lenders party thereto, and PNC Bank, National Association, as Administrative Agent
Westinghouse Air Brake Technologies Corporation Deferred Compensation Plan for Executives, dated
October 21, 2021
Separation Agreement between Stephane Rambaud-Measson and Westinghouse Air Brake Technologies
Corporation, dated as of February 13, 2019
Transition Agreement between Raymond T. Betler and Westinghouse Air Brake Technologies
Corporation, dated as of April 24, 2019
Severance Agreement of Rafael Santana dated as of May 26, 2020
Transition Agreement of Scott Wahlstrom dated as of November 25, 2020
Employment Continuation Agreement of John A. Olin, dated September 14, 2021
Transition Agreement of Patrick A. Dugan, dated as of September 9, 2021
List of subsidiaries of the Company
List of Subsidiary Guarantors
Consent of Ernst & Young LLP
Rule 13a-14(a)/15d-14(a) Certifications
Rule 13a-14(a)/15d-14(a) Certifications
32.1
Section 1350 Certifications
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Calculation Linkbase 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
XBRL Cover Page Interactive Data (embedded within the Inline XBRL document)
1 Filed herewith.
19
22
28
29
30
24
24
26
32
31
31
1
1
1
1
1
1
1
1
1
1
1
1
1
2 Filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 033-90866).
3 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended
March 31, 2006.
4 Filed as an Annex to the Company’s Schedule 14A Proxy Statement (File No. 033-90866) filed on March 31, 2017.
5 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) filed on January 20,2021.
6 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866) for the period ended
September 30, 2008.
7 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866) dated July 2, 2009.
49
8 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 18, 2021.
9 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 25, 2011.
10 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 22, 2013.
11 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 9, 2019.
12 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated August 8, 2013.
13 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated October 6,2015.
14 Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated October 26, 2016.
15 Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated November 3, 2016.
16 Filed as an exhibit to the Company's Current Report on Form 10-K (File No. 033-90866), dated February 28, 2017.
17 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended
March 31, 2017.
18 Filed as an exhibit to the Company's Registration Statement on Form S-4 (File No. 0333-219354).
19 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended June
30, 2018.
20 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated September 14, 2018.
21 Filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 033-90866), dated February 25, 2019.
22 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 27, 2019.
23 Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q (File No. 033-90866), dated August 1, 2019.
24 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), dated May 9, 2019.
25 Filed as an exhibit to the Company's Current Report on Form 8-K (File No. 033-90866), dated June 29, 2020.
26 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated May 7, 2020.
27 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated June 2, 2021
28 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated April 28, 2021
29 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated January 5, 2022
30 Filed as an exhibit to the Company's Current Report on Form 8-K (File No 033-90866), dated October 21, 2021
31 Filed as an exhibit to the Company's Quarterly Report on Form 10-Q (File No. 033-90866), for the period ended
September 30, 2021.
32 Filed as an exhibit to the Company’s Annual Report on Form 10-K (File No. 033-90866), dated February 19, 2021.
33 Filed as an exhibit to the Company's Registration Statement on Form S-8 (File No. 033-90866), dated March 2, 2012.
*
**
Management contract or compensatory plan.
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Wabtec hereby undertakes to
furnish supplementally, copies of any of the omitted schedules upon request by the SEC.
50
MANAGEMENT’S REPORTS TO WABTEC SHAREHOLDERS
Management’s Report on Financial Statements and Practices
The accompanying consolidated financial statements of Westinghouse Air Brake Technologies Corporation and
subsidiaries (the “Company”) were prepared by Management, which is responsible for their integrity and objectivity. The
statements were prepared in accordance with U.S. generally accepted accounting principles and include amounts that are based
on Management’s best judgments and estimates. The other financial information included in the 10-K is consistent with that in
the financial statements.
Management also recognizes its responsibility for conducting the Company’s affairs according to the highest standards
of personal and corporate conduct. This responsibility is characterized and reflected in key policy statements issued from time
to time regarding, among other things, conduct of its business activities within the laws of host countries in which the Company
operates and potentially conflicting outside business interests of its employees. The Company maintains a systematic program
to assess compliance with these policies.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the
Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the
Sarbanes-Oxley Act, Management has conducted an assessment, including testing, using the criteria in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework)
(COSO). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Management has excluded Nordco from its assessment of internal controls over financial reporting as of December 31,
2021 because the Company acquired Nordco effective March 31, 2021. Nordco is a subsidiary whose total assets and customer
revenues represents 2.5% and 1.8%, respectively, of the related consolidated financial statement amounts as of and for the year
ended December 31, 2021.
Based on its assessment, Management has concluded that the Company maintained effective internal control over
financial reporting as of December 31, 2021, based on criteria in Internal Control-Integrated Framework issued by the COSO.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by
Ernst & Young LLP, independent registered public accounting firm, as stated in their report which is included herein.
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Westinghouse Air Brake Technologies Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Westinghouse Air Brake Technologies Corporation (the
Company) as of December 31, 2021 and 2020, the related consolidated statements of income, comprehensive income, cash
flows and shareholders' equity for each of the three years in the period ended December 31, 2021, and the related notes and
financial statement schedule listed in the Index at Item 15.(2) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 17, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which it relates.
52
Description of the
Matter
Over Time Revenue Recognition for Long-Term Contracts
As described in Note 2 to the consolidated financial statements, the Company has long-term
customer arrangements involving the design and production of highly engineered products that
require revenue to be recognized over time. The Company uses input-based measures for
determining the amount of revenue, cost and gross margin to recognize over time for these
customer arrangements. The input methods used for these arrangements include costs of
material and labor. During the year ended December 31, 2021, a material amount of the
Company's total revenues were derived from performance obligations that are satisfied over
time.
Auditing the Company's measurement of revenue recognized over time on long-term contracts
is especially challenging because it involves subjective management assumptions regarding the
estimated remaining costs of the long-term contract that could span several years. These
assumptions could be impacted by the future 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 and may be affected by
future market or economic conditions.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company's process to recognize revenue over time on long-term contracts,
including controls over management’s review of the significant underlying assumptions
described above.
Our audit procedures also included, among others, evaluating the significant assumptions and
the accuracy and completeness of the underlying data used in management's calculations. This
included, for example, inspection of the executed contracts and testing management's cost
estimates by comparing the inputs to the Company’s historical data or experience for similar
contracts, the performance of sensitivity analysis and the performance of retrospective review
analysis of prior management cost estimates to actual costs incurred for completed contracts. In
addition, for a sample of contracts, we involved our construction and engineering specialists to
assist in our evaluation of management’s cost estimates at completion.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2002.
Pittsburgh, Pennsylvania
February 17, 2022
53
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Westinghouse Air Brake Technologies Corporation
Opinion on Internal Control over Financial Reporting
We have audited Westinghouse Air Brake Technologies Corporation’s internal control over financial reporting as of December
31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Westinghouse Air Brake
Technologies Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2021, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of Nordco, which is included in the 2021 consolidated financial statements of the Company and constituted 2.5% of
total assets as of December 31, 2021 and 1.8% of net sales for the year then ended. Our audit of internal control over financial
reporting of the Company also did not include an evaluation of the internal control over financial reporting of Nordco.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated
statements of income, comprehensive income, cash flows and shareholders’ equity for each of the three years in the period
ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15.(2) and our
report dated February 17, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
February 17, 2022
54
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
In millions, except par value
Assets
Assets
Cash and cash equivalents
Accounts receivable
Unbilled accounts receivable
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Other noncurrent assets
Total noncurrent assets
Total Assets
Liabilities and Shareholders’ Equity
Liabilities
Accounts payable
Customer deposits
Accrued compensation
Accrued warranty
Current portion of long-term debt
Other accrued liabilities
Total current liabilities
Long-term debt
Accrued postretirement and pension benefits
Deferred income taxes
Contingent consideration
Other long term liabilities
Total Liabilities
Commitments and Contingencies (Note 18)
Equity
Common stock, $.01 par value; 500.0 shares authorized: 226.9 and 226.9 shares issued and 185.8 and
188.9 outstanding at December 31, 2021 and 2020, respectively
Additional paid-in capital
Treasury stock, at cost, 41.1 and 38.0 shares, at December 31, 2021 and 2020, respectively
Retained earnings
Accumulated other comprehensive loss
Total Westinghouse Air Brake Technologies Corporation shareholders’ equity
Noncontrolling interest
Total Equity
Total Liabilities and Equity
The accompanying notes are an integral part of these statements.
55
December 31,
2021
2020
$
473 $
1,085
392
1,689
193
3,832
1,497
8,587
3,705
833
14,622
$
18,454 $
$
1,012 $
629
335
228
2
704
2,910
4,056
77
288
141
743
599
969
443
1,642
227
3,880
1,601
8,485
3,869
619
14,574
18,454
909
643
242
240
447
745
3,226
3,792
114
168
218
783
8,215
8,301
2
7,916
(1,306)
4,055
(466)
10,201
38
10,239
$
18,454 $
2
7,881
(1,010)
3,589
(339)
10,123
30
10,153
18,454
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
In millions, except per share data
Net sales:
Sales of goods
Sales of services
Total net sales
Cost of sales:
Cost of goods
Cost of services
Total cost of sales
Gross profit
Operating expenses:
Selling, general and administrative expenses
Engineering expenses
Amortization expense
Total operating expenses
Income from operations
Other income and expenses:
Interest expense, net
Other income, net
Income before income taxes
Income tax expense
Net income
Less: Net (income) loss attributable to noncontrolling interest
Net income attributable to Wabtec shareholders
Earnings Per Common Share
Basic
Net income attributable to Wabtec shareholders
Diluted
Net income attributable to Wabtec shareholders
Weighted average shares outstanding
Basic
Diluted
Year Ended December 31,
2021
2020
2019
$
6,205 $
6,233 $
1,617
7,822
1,323
7,556
(4,545)
(4,629)
(908)
(790)
(5,453)
(5,419)
2,369
2,137
(1,030)
(176)
(287)
(948)
(162)
(282)
6,908
1,292
8,200
(5,128)
(794)
(5,922)
2,278
(1,167)
(210)
(238)
(1,493)
(1,392)
(1,615)
876
745
663
(177)
(199)
38
737
(172)
565
(7)
558 $
11
557
(145)
412
2
414 $
(219)
3
447
(120)
327
—
327
2.96 $
2.18 $
1.91
2.96 $
2.17 $
1.84
187.7
188.1
189.9
190.4
170.5
177.3
$
$
$
The accompanying notes are an integral part of these statements.
56
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
2021
2020
2019
In millions
Net income attributable to Wabtec shareholders
Foreign currency translation (loss) gain
Unrealized (loss) gain on derivative contracts
Unrealized gain (loss) on pension benefit plans and post-retirement benefit
plans
Other comprehensive (loss) income before tax
Income tax (expense) benefit related to components of other comprehensive
(loss) income
Other comprehensive (loss) income, net of tax
$
558 $
414 $
(136)
(10)
21
(125)
(2)
(127)
48
8
(14)
42
2
44
Comprehensive income attributable to Wabtec shareholders
$
431 $
458 $
327
(106)
(4)
(22)
(132)
6
(126)
201
The accompanying notes are an integral part of these statements.
57
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
In millions
Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization
Stock-based compensation expense
Below market intangible amortization
Deferred income taxes
(Gain) Loss on disposal of property, plant and equipment
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable and unbilled accounts receivable
Inventories
Accounts payable
Accrued income taxes
Accrued liabilities and customer deposits
Other assets and liabilities
Net cash provided by operating activities
Investing Activities
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisitions of business, net of cash acquired
Net cash used for investing activities
Financing Activities
Proceeds from debt, net of issuance costs
Payments of debt
Repurchase of stock
Payment of contingent consideration on acquisitions
Cash dividends
Other financing activities
Net cash (used for) provided by financing activities
Effect of changes in currency exchange rates
Decrease in cash
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
December 31,
2021
2020
2019
$
565 $
412 $
327
491
46
(50)
88
(4)
(76)
(41)
109
(4)
84
(135)
1,073
473
20
(88)
29
10
315
181
(269)
57
(91)
(265)
784
(130)
(136)
25
(435)
(540)
21
(40)
(155)
5,391
3,878
(5,552)
(4,077)
(300)
(99)
(92)
(1)
(653)
(6)
(126)
599
(207)
(115)
(93)
(5)
(619)
(15)
(5)
604
$
473 $
599 $
401
50
(82)
(27)
16
(6)
256
(144)
11
(12)
226
1,016
(186)
4
(2,996)
(3,178)
3,982
(3,424)
—
(10)
(82)
(5)
461
(37)
(1,738)
2,342
604
The accompanying notes are an integral part of these statements.
58
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
In millions, except share and 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, 2018
132,349,534
$
1
$
915
(35,734,588) $
(816) $
3,023
$
(257) $
4
$
2,870
Cash dividends ($0.48 dividend per
share)
Proceeds from treasury stock issued
from the exercise of stock options and
other benefit plans, net of tax
Stock based compensation
Net income
Other comprehensive loss, net of tax
—
—
—
—
—
Acquisition of GE Transportation
94,597,646
Other
—
Balance, December 31, 2019
226,947,180
Cash dividends ($0.48 dividend per
share)
Proceeds from treasury stock issued
from the exercise of stock options and
other benefit plans, net of tax
Stock based compensation
Net income (loss)
Other comprehensive income (loss),
net of tax
Stock repurchase
Other
—
—
—
—
—
—
—
Balance, December 31, 2020
226,947,180
Cash dividends ($0.48 dividend per
share)
Proceeds from treasury stock issued
from the exercise of stock options and
other benefit plans, net of tax
Stock based compensation
Net income
Other comprehensive loss, net of tax
Stock repurchase
Other
—
—
—
—
—
—
—
—
—
—
—
—
1
—
2
—
—
—
—
—
—
—
2
—
—
—
—
—
—
—
—
—
(15)
486,601
38
—
—
6,939
—
—
—
—
—
—
—
9
—
—
—
—
—
(82)
—
—
327
—
—
—
7,877
(35,247,987)
(807)
3,268
—
(9)
17
—
—
—
(4)
—
315,988
—
—
—
—
4
—
—
—
(3,127,698)
(207)
—
—
(93)
—
—
414
—
—
—
—
—
—
—
(126)
—
—
(383)
—
—
—
—
44
—
—
7,881
(38,059,697)
(1,010)
3,589
(339)
—
(6)
41
—
—
—
—
—
244,541
—
—
—
—
4
—
—
—
(3,329,003)
—
(300)
—
(92)
—
—
558
—
—
—
—
—
—
—
(127)
—
—
—
—
—
—
—
31
2
37
—
—
—
(2)
(1)
—
(4)
30
—
—
—
7
—
—
1
(82)
(6)
38
327
(126)
6,971
2
9,994
(93)
(5)
17
412
43
(207)
(8)
10,153
(92)
(2)
41
565
(127)
(300)
1
Balance, December 31, 2021
226,947,180
$
2
$
7,916
(41,144,159) $
(1,306) $
4,055
$
(466) $
38
$ 10,239
The accompanying notes are an integral part of these statements.
59
1. BUSINESS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Wabtec is one of the world’s largest providers of locomotives, value-added, technology-based equipment, systems and
services for the global freight rail and passenger transit industries. Our highly engineered products, which are intended to
enhance safety, improve productivity and reduce maintenance costs for customers, can be found on most locomotives, freight
cars, passenger transit cars and buses around the world. Our core products and services are essential in the safe and efficient
operation of freight rail and passenger transit vehicles. 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 2021, approximately 60% of the Company’s net
sales came from customers outside the U.S.
The COVID-19 pandemic had a materially adverse impact on our operations and business results for the years ended
December 31, 2021, and 2020 which is discussed in more detail in the Results of Operations section in Part II, Item 7 of this
report. COVID-19 has continued to impact our sales channels, supply chain, manufacturing operations, workforce, and other
key aspects of our operations. Our top concern is, and remains, the health and well-being of our employees around the world.
The outbreak and preventive measures taken to help curb the spread, including temporary plant closures during 2020 in China,
India, Italy and other countries where outbreaks and stay-at-home orders were most prevalent, had an adverse impact on our
operations and business results. Supply chain disruptions and labor availability have caused component and chip shortages
resulting in an adverse effect on the timing of the Company’s revenue generation. Additionally, broad-based inflation,
escalation of metals and commodities costs, transportation and logistics costs and labor costs have all resulted from the
COVID-19 pandemic. The Company has implemented various mitigating actions to lessen the impact of supply chain
disruptions caused by the COVID-19 pandemic. These actions include price escalations in long-term contracts, implementing
price surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management,
strategic sourcing alignments, and accelerating integration synergies where possible. The Company expects to continue to
realize these increased costs over the next few quarters.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation The consolidated financial statements include the accounts of the Company and all
subsidiaries that it controls. For consolidated subsidiaries in which the Company's ownership is less than 100%, the outside
shareholders' interests are shown as noncontrolling interests. These statements have been prepared in accordance with U.S.
generally accepted accounting principles. Sales between subsidiaries are billed at prices consistent with sales to third parties and
are eliminated in consolidation.
Cash Equivalents Cash equivalents are highly liquid investments purchased with an original maturity of three months or
less.
Allowance for Doubtful Accounts The allowance for doubtful accounts receivable reflects our best estimate of expected
losses inherent in our receivable portfolio determined on the basis of historical experience, relevant credit forecast information,
changes to customer's solvency and other currently available evidence. The allowance for doubtful accounts was $32 million
and $37 million as of December 31, 2021 and 2020, respectively.
Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined under the first-in, first-
out (FIFO) method. Inventory costs include material, labor and overhead.
Property, Plant and Equipment Property, plant and equipment additions are stated at cost. Expenditures for renewals
and improvements are capitalized. Expenditures for ordinary maintenance and repairs are expensed as incurred. The Company
computes book depreciation principally on the straight-line method. Accelerated depreciation methods are utilized for income
tax purposes.
Leasing Arrangements The Company conducts a portion of its operations from leased facilities and finances certain
equipment purchases through lease agreements. In those cases in which the lease term approximates the useful life of the leased
asset or the lease meets certain other prerequisites, the leasing arrangement is classified as a financing lease. The remaining
arrangements are treated as operating leases. Right-of-use lease assets are classified as long-term assets under the caption
"Other noncurrent assets" and lease liabilities are classified under the captions "Other accrued liabilities" and "Other long-term
liabilities" on the Consolidated Balance Sheets.
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 that the carrying value may not be recoverable. Periodically,
60
Management of the Company assesses whether or not an indicator of impairment is present that would necessitate an
impairment analysis be performed.
Equity Method Investments The Company invests in privately-held companies which are accounted for using the equity
method. The equity method is applied in situations where the Company has the ability to exercise significant influence, but not
control, over the investee. Equity method investments are classified as other assets under the caption "Other noncurrent assets"
on the Consolidated Balance Sheets. Equity method investments were $96 million and $100 million at December 31, 2021 and
2020, respectively.
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 to the extent the property, plant, and equipment is used for research and development
purposes.
Warranty Costs Warranty costs are accrued based on Management’s estimates of repair or upgrade costs per unit and
historical experience.
Income Taxes Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are
determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the
enacted tax rates and laws. The provision for income taxes includes federal, state and foreign income taxes.
Stock-Based Compensation The Company recognizes compensation expense for stock-based compensation based on the
grant date fair value amortized ratably over the requisite service period following the date of grant.
Financial Derivatives and Hedging Activities In the normal course of business, the Company is exposed to interest rate,
commodity price and foreign currency exchange rate fluctuations. At times, the Company limits these risks through the use of
derivatives such as cross-currency swaps, foreign currency forward contracts, interest rate swaps, commodity swaps and
options. In accordance with the Company's policy, derivatives are only used for hedging purposes. The Company does not use
derivatives for trading or speculative purposes. Foreign currency forward contracts are agreements with a counterparty to
exchange two distinct currencies at a set exchange rate for delivery on a set date at some point in the future. There is no
exchange of funds until the delivery date. At the delivery date, the Company can either take delivery of the currency or settle on
a net basis. For further information regarding the foreign currency forward contracts see Note 17.
Foreign Currency Translation Certain of our international operations have determined that the local currency is the
functional currency whereas others have determined the U.S. dollar is their functional currency. Assets and liabilities of foreign
subsidiaries where the functional currency is the local currency are translated at the rate of exchange in effect on the balance
sheet date while income and expenses are translated at the average rates of exchange prevailing during the period. Foreign
currency gains and losses resulting from transactions and the translation of financial statements are recorded in the Company’s
consolidated financial statements based upon the provisions of ASC 830 “Foreign Currency Matters.” The effects of currency
exchange rate changes on intercompany transactions and balances of a long-term investment nature are accumulated and carried
as a component of Accumulated other comprehensive loss. The effects of currency exchange rate changes on intercompany
transactions that are denominated in a currency other than an entity’s functional currency are charged or credited to earnings.
Foreign exchange transaction gains (losses) recognized in Other income, net were $8 million, $(8) million and $(14) million for
2021, 2020 and 2019, respectively.
Noncontrolling Interests In accordance with ASC 810, the Company has classified noncontrolling interests as equity on
our consolidated balance sheets as of December 31, 2021 and 2020. Net (income) loss attributable to noncontrolling interests
was not material for the years ended December 31, 2021, 2020 and 2019.
Revenue Recognition The Company accounts for Revenue under ASC 606 Revenue from Contracts with Customers.
This guidance provides a five-step analysis of transactions to determine when and how revenue is recognized and requires
entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in
exchange for transferring goods or services to a customer.
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 which is generally at the time of shipment in accordance with agreed upon delivery terms.
The remaining revenues are earned over time. All fees billed to the customer for shipping and handling are classified as a
component of Net sales. All costs associated with shipping and handling are classified as a component of Cost of sales.
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
61
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 throughout the year and adjustments are reflected in the
accounting period as such amounts are determined. Additional information with respect to contract assets and liabilities is
included in Note 8.
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,
price escalation clauses, 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 and future expectations.
Remaining performance obligations represent the allocated transaction price of unsatisfied or partially unsatisfied
performance obligations. As of December 31, 2021, the Company's remaining performance obligations were approximately $22
billion. The Company expects to recognize revenue of approximately 25% of remaining performance obligations over the next
12 months, with the remainder recognized thereafter.
Revolving Receivables Program In May 2020, the Company entered into a revolving agreement to transfer up to
$150 million of certain receivables of certain subsidiaries of the Company (the "Originators") through our bankruptcy-remote
subsidiary 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. As customers
pay their balances, we transfer additional receivables into the program, resulting in our gross receivables sold exceeding net
cash flow impacts (e.g., collect and reinvest). The sold receivables are fully guaranteed by our bankruptcy-remote subsidiary
that are pledged as collateral under this agreement. At December 31, 2021, and 2020 the bankruptcy-remote subsidiary held
receivables of $324 million and $114 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 December 31, 2021 or 2020 as the
estimated expected credit losses on receivables sold is insignificant. Our maximum exposure to loss 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
Twelve Months Ended
December 31, 2021
Twelve Months Ended
December 31, 2020
Gross receivables sold/cash proceeds received
$
Collections reinvested under revolving agreement
Net cash proceeds (remitted) received
1,319 $
1,372
(53)
852
779
73
Pre-Production Costs Certain pre-production costs relating to long-term production and supply contracts have been
deferred and will be recognized over the life of the contracts. Deferred pre-production costs were $86 million and $87 million at
December 31, 2021 and 2020, respectively.
Preferred Stock The Company’s authorized capital stock includes 1,000,000 shares of preferred stock. The Board of
Directors has the authority to issue the preferred stock and to fix the designations, powers, preferences and rights of the shares
62
of each such class or series, including dividend rates, conversion rights, voting rights, terms of redemption and liquidation
preferences, without any further vote or action by the Company’s shareholders. The rights and preferences of the preferred
stock would be superior to those of the common stock. At December 31, 2021 and 2020 there was no preferred stock issued or
outstanding.
Significant Customers and Concentrations of Credit Risk The Company’s trade receivables are primarily from rail and
transit industry original equipment manufacturers, Class I railroads, railroad carriers and commercial companies that utilize rail
cars in their operations, such as utility and chemical companies. No one customer accounted for more than 10% of the
Company’s consolidated net sales in 2021, 2020 or 2019.
Reclassifications Certain prior year amounts have been reclassified, where necessary, to conform to the current year
presentation.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 materially 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.
Accounting Standards Adopted in 2021
In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2019-12, Income Taxes: Simplifying the Accounting for Income Taxes. The amendments in this update simplify the accounting
for certain income tax transactions by removing specific exceptions to the general principles in Accounting Standards
Codification ("ASC") 740, "Income Taxes." This guidance was effective for fiscal years beginning 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.
Accounting Standards Issued in 2021
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 the effective date.
63
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
Accounts receivable
Inventory
Other current assets
Property, plant and equipment
Goodwill
Other intangible assets
Other noncurrent assets
Total assets acquired
Liabilities assumed
Current liabilities
Noncurrent liabilities
Total liabilities assumed
Net assets acquired
$
$
5
23
34
2
17
214
168
12
475
19
46
65
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. 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 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. The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect
of events that are directly attributable to the acquisition, was not significant.
General Electric Transportation
Wabtec, General Electric Company ("GE"), GE Transportation, a Wabtec company formerly known as Transportation
System Holdings Inc. ("SpinCo"), which was a newly formed wholly owned subsidiary of GE, and Wabtec US Rail Holdings,
Inc. ("Merger Sub"), which was a newly formed wholly owned subsidiary of the Company, entered into the Original Merger
Agreement on May 20, 2018, and GE, SpinCo, Wabtec and Wabtec US Rail, Inc. ("Direct Sale Purchaser") entered into the
Original Separation Agreement on May 20, 2018, which together provided for the combination of Wabtec and GE
Transportation. The Original Merger Agreement and Original Separation Agreement were subsequently amended on January
25, 2019 and the Merger was completed on February 25, 2019.
As part of the Merger, certain assets of GE Transportation, including the equity interests of certain pre-Transaction
subsidiaries of GE that compose part of GE Transportation, were sold to Direct Sale Purchaser for a cash payment of
$2.875 billion, and Direct Sale Purchaser assumed certain liabilities of GE Transportation in connection with this purchase (the
"Direct Sale"). Thereafter, GE transferred the SpinCo business to SpinCo and its subsidiaries (to the extent not already held by
SpinCo and its subsidiaries), and SpinCo issued to GE shares of SpinCo Class A preferred stock, SpinCo Class B preferred
64
stock, SpinCo Class C preferred stock and additional shares of SpinCo common stock. Following this issuance of additional
SpinCo common stock to GE, and immediately prior to the Distribution (as defined below), GE owned 8,700,000,000 shares of
SpinCo common stock, 15,000 shares of SpinCo Class A preferred stock, 10,000 shares of SpinCo Class B preferred stock and
one share of SpinCo Class C preferred stock, which constituted all of the outstanding stock of SpinCo.
Following the Direct Sale, GE distributed the distribution shares of SpinCo in a spin-off transaction to its stockholder
(the "Distribution"). Immediately after the Distribution, Merger Sub merged with and into SpinCo (the "Merger"), whereby the
separate corporate existence of Merger Sub ceased and SpinCo continued as the surviving company and a wholly owned
subsidiary of Wabtec (except with respect to shares of SpinCo Class A preferred stock held by GE). In the Merger, subject to
adjustment in accordance with the Merger Agreement, each share of SpinCo common stock converted into the right to receive a
number of shares of Wabtec common stock based on the common stock exchange ratio set forth in the Merger Agreement and
the share of SpinCo Class C preferred stock was converted into the right to receive (a) 10,000 shares of Wabtec convertible
preferred stock and (b) a number of shares of Wabtec common stock equal to 9.9% of the fully-diluted pro forma Wabtec
shares. Immediately prior to the Merger, Wabtec paid $10 million in cash to GE in exchange for all of the shares of SpinCo
Class B preferred stock.
Upon consummation of the Merger, Wabtec issued 46,763,975 shares of common stock to the holders of GE common
stock, 19,018,207 shares of common stock to GE and 10,000 shares of preferred stock to GE and made a cash payment to GE of
$2.885 billion. As a result and calculated based on Wabtec’s outstanding common stock on a fully-diluted, as-converted and as-
exercised basis, as of February 25, 2019, approximately 49.2% of the outstanding shares of Wabtec common stock was held
collectively by GE and holders of GE common stock (with 9.9% held by GE directly in shares of Wabtec common stock and
15% underlying the shares of Wabtec convertible preferred stock held by GE) and approximately 50.8% of the outstanding
shares of Wabtec common stock would be held by pre-Merger Wabtec stockholders, in each case calculated on a fully-diluted,
as-converted and as-exercised basis. Following the Merger, GE also retained 15,000 shares of SpinCo Class A non-voting
preferred stock, and Wabtec held 10,000 shares of SpinCo Class B non-voting preferred stock.
After the Merger, SpinCo, which is Wabtec’s wholly owned subsidiary (except with respect to shares of SpinCo Class A
preferred stock held by GE), and Direct Sale Purchaser, which also is Wabtec’s wholly owned subsidiary, together, SpinCo and
Direct Sale Purchaser own and operate the post-transaction GE Transportation. All shares of the Company’s common stock,
including those issued in the Merger, are listed on the NYSE under the Company’s current trading symbol “WAB.” On the date
of the Distribution, GE and SpinCo, directly or through subsidiaries entered into additional agreements relating to, among other
things, intellectual property, employee matters, tax matters, research and development and transition services.
On May 6, 2019, GE completed the sale of approximately 8,780 shares of Wabtec's Series A Preferred stock which
converted upon the sale to 25,300,000 shares of Wabtec's common stock. On August 9, 2019, GE completed a sale of the
remaining shares of Series A Preferred Stock outstanding which converted to approximately 3,515,500 shares of common
stock, as well as 16,969,656 shares of common stock owned directly by GE. Finally, on September 12, 2019, GE completed a
sale of all of its remaining shares of common stock of Wabtec, approximately 2,048,515 shares. In conjunction with these
secondary offerings, the Company waived the requirements under the shareholders agreement for GE to maintain certain
ownership levels of Wabtec's stock following the closing date of the Merger. The Company did not receive any proceeds from
the sale of any of these shares.
Total future consideration to be paid by Wabtec to GE included a fixed payment of $470 million, of which $99 million
and $115 million were paid during 2021 and 2020, respectively, which is directly related to the timing of tax benefits expected
to be realized by Wabtec as a result of the acquisition of GE Transportation. This payment is considered contingent
consideration because the timing of cash payments to GE is directly related to the future timing of tax benefits received by the
Company as a result of the acquisition of GE Transportation. The estimated total value of the consideration to be paid by
Wabtec in the acquisition transactions is approximately $10.3 billion, including the cash paid for the Direct Sales Assets, equity
transferred for SpinCo, contingent consideration, assumed debt and net of cash acquired. The consideration is based on the
Company’s closing share price of $73.36 on February 22, 2019 and the fair value of the contingent consideration.
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 contract backlog, customer
relationships, intellectual property intangibles, and below-market customer contracts liabilities. The fair value measurements
were primarily based on significant inputs that are not observable in the market and are considered Level 3. The noncontrolling
interest includes equity interests in GE Transportation's Brazil operations held by third parties on the date of acquisition. At the
time of acquisition, quotable market prices of the noncontrolling interest existed; therefore, the noncontrolling interest in the GE
Transportation Brazil operations were measured using a Level 1 input. In April 2019, the Company acquired the noncontrolling
interest in GE Transportation's Brazil operations for $56 million which approximated the fair value assigned to the
noncontrolling interest on the date of acquisition. The remaining noncontrolling interest value was determined based on inputs
that are not observable in the market and are considered Level 3.
65
The following table summarizes the final fair value of the GE Transportation assets acquired and liabilities assumed:
In millions
Assets acquired
Cash and cash equivalents
Accounts receivable
Inventories
Other current assets
Property, plant, and equipment
Goodwill
Trade names
Customer relationships
Intellectual property
Backlog
Other noncurrent assets
Total assets acquired
Liabilities assumed
Current liabilities
Contingent consideration
Other noncurrent liabilities
Total liabilities assumed
Net assets acquired
Noncontrolling interest
$
$
177
541
1,190
71
1,089
5,984
55
550
1,180
1,450
321
12,608
1,594
440
667
2,701
9,907
88
The revisions to the initial estimates were based on information that existed at the date of the acquisition. Trade names,
customer relationships, patents and backlog intangible assets are subject to amortization. Customer relationship and backlog
intangible assets are amortized using the straight-line method of amortization using a shortened estimated useful life then the
projected future cash flow benefits of the intangible assets. Contingent liabilities assumed as part of the transaction were not
material and are related to legal and tax matters. Contingent liabilities are recorded at fair value in purchase accounting, aside
from those pertaining to uncertainty in income taxes which are an exception to the fair value basis of accounting. Included in
other noncurrent liabilities are approximately $525 million of customer contracts whose terms are unfavorable compared to
market terms at the date of consummation of the GE Transportation acquisition.
Goodwill was calculated as the difference between the acquisition date fair value of the consideration transferred and the
fair value of the net assets acquired, and represents the future economic benefits, including synergies, and assembled workforce,
that are expected to be achieved as a result of the consummation of the acquisition of GE Transportation. A majority of the
purchased goodwill is expected to be deductible for tax purposes. The goodwill has been allocated to the Freight segment.
Costs related to the acquisition and integration of GE Transportation were approximately $3 million, $48 million and
$63 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in Selling, general and
administrative expenses on the Consolidated Statements of Income.
The following unaudited pro forma consolidated financial information presents income statement results as if the GE
Transportation acquisition had occurred January 1, 2018:
In millions, except per share data
Net sales
Gross profit
Net income attributable to Wabtec shareholders
Diluted earnings per share
As Reported
Pro forma
66
Twelve Months
Ended
December 31,
2019
$
$
$
8,676
2,343
277
1.84
1.45
The historical consolidated financial information of the Company and the GE Transportation acquisition detailed above
has been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the
transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Pro forma data
may not be indicative of the results that would have been obtained had the GE Transportation acquisition occurred at the
beginning of the periods presented, nor is it intended to be a projection of future results.
The Company also made smaller acquisitions not listed above which are individually and collectively immaterial.
4. SUPPLEMENTAL CASH FLOW DISCLOSURES
In millions
Interest paid during the year
Income taxes paid during the year, net of amount refunded
Business acquisitions:
Fair value of assets acquired
Liabilities assumed
Non-controlling interest (acquired) assumed
Stock and cash paid
Less: Cash acquired
Stock used for acquisition
Net cash paid
5. INVENTORIES
The components of inventory, net of reserves, were:
In millions
Raw materials
Work-in-progress
Finished goods
Total inventories
6. PROPERTY, PLANT & EQUIPMENT
The major classes of depreciable assets are as follows:
In millions
Machinery and equipment
Buildings and improvements
Land and improvements
Construction in progress
Property, plant and equipment
Less: accumulated depreciation
Total
Year Ended December 31,
2021
2020
2019
$
$
$
164 $
123 $
174 $
129 $
507 $
70 $
68
(1)
440
5
—
35
(6)
41
1
—
$
435 $
40 $
193
100
12,613
2,466
31
10,116
180
6,940
2,996
December 31,
2021
2020
$
$
757 $
316
616
670
339
633
1,689 $
1,642
December 31,
2021
2020
$
1,433 $
785
96
89
2,403
(906)
$
1,497 $
1,375
801
98
99
2,373
(772)
1,601
67
The estimated useful lives of property, plant and equipment are as follows:
Land improvements
Building and improvements
Machinery and equipment
Years
10 to 20
20 to 40
3 to 15
Depreciation expense was $198 million, $183 million, and $158 million for 2021, 2020 and 2019, respectively.
7. INTANGIBLES
Goodwill and indefinite lived intangible assets are reviewed annually during the fourth quarter for impairment. For 2021,
the Company opted to proceed directly to the quantitative impairment test for all reporting units with goodwill. The discounted
cash flow method and the market approach were used to estimate the fair value of each reporting unit using a weighting of 75%
and 25%, respectively. The discounted cash flow model requires several assumptions including future sales growth, EBIT
(earnings before interest and taxes) margins, capital expenditures, a discount rate and a terminal revenue growth rate (the
revenue growth rate for the period beyond the years forecasted by the reporting units) for each reporting unit. The market
approach requires several assumptions including EBITDA (earnings before interest, taxes, depreciation and amortization)
multiples for comparable companies that operate in the same markets as the Company’s reporting units. For 2021, the
discounted cash flow method was given more weight compared to the market approach due to a relatively reduced amount of
publicly available data from companies with comparable operations to those of Wabtec; however, both valuations resulted in a
conclusion that the estimated fair value of all three of the Company's reporting units was in excess of their respective carrying
value, which resulted in a conclusion that no impairment existed.
Additionally, the Company proceeded directly to the quantitative impairment test for some trade names with indefinite
lives. The fair value of all material trade names subject to the quantitative impairment test exceeded its respective carrying
value, resulting in a conclusion that no material impairment existed. For trade names not subject to the quantitative testing, the
Company opted to perform a qualitative trade name impairment assessment and determined from the qualitative assessment that
it was not more likely than not that the estimated fair values of the trade names were less than their carrying values; therefore,
no further analysis was required. In assessing the qualitative factors to determine whether it is more likely than not that the fair
value of a trade name is less than its carrying amount, the Company assessed relevant events and circumstances that may impact
the fair value and the carrying amount of the trade name. The identification of relevant events and circumstances and how these
may impact a trade name’s fair value or carrying amount involve significant judgments and assumptions. The judgment and
assumptions include the identification of macroeconomic conditions, industry and market considerations, cost factors, overall
financial performance, Wabtec specific events, share price trends and making the assessment on whether each relevant factor
will impact the impairment test positively or negatively and the magnitude of any such impact.
The change in the carrying amount of goodwill by segment is as follows:
In millions
Balance at December 31, 2019
Additions
Disposals
Foreign currency impact
Balance at December 31, 2020
Additions
Foreign currency impact
Balance at December 31, 2021
Freight
Segment
Transit
Segment
Total
$
6,877 $
1,484 $
8,361
2
(6)
(1)
—
—
129
$
$
6,872 $
1,613 $
214
(13)
15
(114)
7,073 $
1,514 $
2
(6)
128
8,485
229
(127)
8,587
As of December 31, 2021 and 2020, the Company’s trade names had a net carrying amount of $635 million and
$651 million, respectively, and 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.
68
Intangible assets of the Company, other than goodwill and trade names, consist of the following:
In millions
Intellectual property, patents, and other intangibles, net of accumulated amortization of $334 and
$223
Backlog, net of accumulated amortization of $309 and $206
Customer relationships, net of accumulated amortization of $331 and $276
Total
December 31,
2021
2020
$
$
977 $
1,114
979
3,070 $
1,008
1,224
986
3,218
The remaining weighted average useful lives of backlog, intellectual property, customer relationships, and other
intangibles were 10 years, 11 years, 17 years, and 9 years, respectively. The backlog intangible primarily consists of in-place
long-term service agreements acquired by the Company in conjunction with the acquisition of GE Transportation. Amortization
expense for intangible assets was $287 million, $282 million, and $238 million for the years ended December 31, 2021, 2020,
and 2019, respectively.
Estimated amortization expense for the five succeeding years is as follows (in millions):
2022
2023
2024
2025
2026
$
$
$
$
$
291
290
281
278
274
8. 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
Sheets. Noncurrent contract assets were $153 million and $101 million at December 31, 2021 and 2020, respectively. Included
in noncurrent contract assets are certain costs that are specifically related to a contract, however, do not directly contribute to
the transfer of control of the tangible product being created, such as pre-production costs. The Company has elected to use the
practical expedient and 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 liabilities" on the Consolidated Balance Sheets.
Noncurrent contract liabilities were $88 million and $80 million at December 31, 2021 and 2020, respectively. 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 and 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 $107 million and $109 million at December 31, 2021 and 2020, respectively. These provisions for estimated
losses are classified as current liabilities and included within the caption “Other accrued liabilities” on the Consolidated Balance
Sheets.
69
The following table reconciles the changes in the Company’s contract assets and liabilities as follows:
In millions
Balance at beginning of year
Acquisitions
Recognized in current year
Reclassified to accounts receivable
Foreign currency impact
Balance at end of year
In millions
Balance at beginning of year
Acquisitions
Recognized in current year
Amounts in beginning balance reclassified to revenue
Current year amounts reclassified to revenue
Foreign currency impact
Balance at end of year
Contract Assets
2021
2020
$
544 $
$
$
—
617
(602)
(14)
545 $
Contract Liabilities
2021
2020
832 $
2
740
(463)
(273)
(14)
$
824 $
623
4
850
(950)
17
544
800
7
872
(532)
(326)
11
832
70
9. LONG-TERM DEBT
Long-term debt consisted of the following:
In millions
Senior Credit and 364 Day Facility2:
U.S. dollar-denominated Term Loans3
Multi-Currency Revolving loan facility
Senior Notes:
4.375% Senior Notes, due 2023
4.15% Senior Notes, due 2024
3.20% Senior Notes, due 2025
3.45% Senior Notes, due 2026
1.25% Senior Notes (EUR), due 2027
4.70% Senior Notes, due 2028
Other Borrowings
Total
Less: current portion
Long-term portion
Effective
Interest
Rate
December 31,
2021
2020
Face
Value
Book
Value
Fair
Value 1
Book
Value
Fair
Value 1
— %
1.5 %
N/A $
N/A
— $
—
— $
—
645 $
—
250
4.5 % $
750
4.6 % $
500
3.4 % $
750
3.5 % $
1.5 % €
500
5.0 % $ 1,250
250
747
497
749
560
1,243
12
4,058
2
4,056 $
260
796
523
795
574
1,423
12
4,383
2
4,381 $
249
746
496
749
—
1,242
112
4,239
447
3,792 $
$
645
—
267
817
533
820
—
1,472
113
4,667
447
4,220
1. See Note 17 for information on the fair value measurement of the Company's long-term debt.
2. During the second quarter of 2021, 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 of term loans denominated in U.S. dollars from the Senior Credit Facility and the
364 Day Facility.
Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees.
The Company borrows and repays against the Multi-Currency Revolving loan facility for added flexibility in liquidity
to manage cash during the operating cycle. The proceeds from borrowing and the repayments are included within the Financing
Activities section of the Consolidated Statements of Cash Flows.
As of December 31, 2021, the annual repayment requirements for debt obligations are as follows:
In millions
2022
2023
2024
2025
2026
Thereafter
Total
$
$
2
250
762
500
750
1,817
4,081
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 December 31, 2021 and 2020, the Company had total unamortized
debt issuance costs and discounts of $23 million and $21 million, respectively. At December 31, 2021, the weighted average
interest rate on the Company's available variable debt facilities was 1.5%.
Credit Facilities
Senior Credit Facility
On June 8, 2018, the Company entered into a credit agreement ("Senior Credit Facility"), 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 million in multi-currency revolving loans (inclusive of swingline
71
loans of up to $75 million and letters of credit of up to $450 million (the "Revolving Credit Facility")). 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 ABR rate, the
LIBOR rate or the adjusted risk free rate (each as defined in the Senior Credit Facility) plus applicable margin that is
determined based on our credit ratings or the Company's Leverage. The agreement contains affirmative, negative and financial
covenants, and events of default customary for facilities of this type. The obligations under the Senior Credit Facility are
guaranteed by Wabtec and certain of Wabtec's U.S. subsidiaries, as guarantors.
The Company has agreed that, so long as any lender has any commitment under the Senior Credit Facility, any letter 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 the ended:
Interest Coverage Ratio 1
Leverage Ratio 2
3.0x
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 for the four quarters then ended.
2. The leverage ratio is defined as 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 the Company may increase the maximum
leverage ratio to (x) 3.75 to 1.00 at the end 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 increase in the leverage ratio at this time.
The Company was in compliance with all covenants in the Senior Credit Facility as of December 31, 2021.
The following table presents availability under the Revolving Facilities:
(in millions)
Maximum Availability
Letters of Credit Under Credit Agreement
Current Availability
364-Day Facility
Revolving Credit Facility
$
$
1,200
(3)
1,197
On April 10, 2020 the Company entered into a new $600 million 364 day credit facility ("364 Day Facility") maturing
April 2021 with a group of banks which included a $144 million revolving credit facility ("364 Day Revolver") and a
$456 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.
Senior 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 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 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 senior to all existing and future
subordinated indebtedness of the Company.
On June 3, 2021, Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") issued €500 million of 1.25% Senior
Notes due in 2027, which are fully 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,
72
2021. The Company incurred approximately $4 million of deferred financing costs related to the issuance of the Euro Notes for
total net proceeds of approximately $599 million after consideration of the discount.
On June 29, 2020, the Company issued $500 million of 3.20% Senior Notes due in 2025 (the "2025 Notes"). The 2025
Notes were issued at 99.892% of face value. Interest on the 2025 Notes accrues at a rate of 3.20% per annum and is payable
semi-annually on June 15 and December 15 of each year beginning December 15, 2020. The proceeds were used to redeem
outstanding variable rate debt. The Company incurred $2 million of deferred financing costs related to the issuance of the 2025
Notes.
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 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.
Cash Pooling
Wabtec aggregates the Company's domestic cash position on a daily basis. Outside the United States, the Company uses
cash pooling arrangements with banks to help manage our liquidity requirements. In these pooling arrangements, Wabtec
subsidiary “Participants” agree with a single bank that the cash balances of any of the pool Participants with the bank will be
subject to a full right of set-off against amounts other Participants owe the bank, and the bank provides for overdrafts as long as
the net balance for all Participants does not exceed an agreed-upon level. Typically, each Participant pays interest on
outstanding overdrafts and receives interest on cash balances. The Company's Consolidated Balance Sheets reflect cash, net of
bank overdrafts, under all pooling arrangements.
Letters of Credit and Bank Guarantees
In the ordinary course of its business, the Company arranges for certain types of bank guarantees and letters of credit,
such as performance bonds, bid bonds and financial guarantees, that are issued by certain banks and insurance companies to
support customer contracts. The outstanding amount, including the letters of credit issued under the credit facility, were
$791 million and $737 million at December 31, 2021 and 2020, respectively.
73
10. EMPLOYEE BENEFIT PLANS
Defined Benefit Pension Plans
The Company sponsors defined benefit pension plans that cover certain U.S., Canadian, German, and United Kingdom
employees and which provide benefits of stated amounts for each year of service of the employee. The Company uses a
December 31 measurement date for the plans.
The following tables provide information regarding the Company’s significant defined benefit pension plans summarized
by U.S. and international components.
Obligations and Funded Status
In millions
Change in projected benefit obligation
Obligation at beginning of year
Service cost
Interest cost
Employee contributions
Plan settlements and amendments
Benefits paid
Actuarial gain (loss)
Effect of currency rate changes
Obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Employee contributions
Benefits paid
Settlements and other
Effect of currency rate changes
Fair value of plan assets at end of year
Funded status
Fair value of plan assets
Benefit obligations
Funded status
Amounts recognized in the statement of financial position consist of:
Noncurrent assets
Current liabilities
Noncurrent liabilities
Net amount recognized
U.S.
International
2021
2020
2021
2020
$
(43) $
(41) $
(385) $
(347)
—
(1)
—
—
3
2
—
—
(1)
—
—
3
(4)
—
(4)
(4)
(1)
1
13
15
9
(39) $
(43) $
(356) $
36 $
34 $
305 $
2
5
—
(3)
—
—
4
1
—
(3)
—
—
11
11
1
(13)
(3)
(5)
40 $
36 $
307 $
40 $
(39)
1 $
36 $
307 $
(43)
(356)
(7) $
(49) $
1 $
— $
17 $
—
—
—
(7)
(2)
(64)
1 $
(7) $
(49) $
$
$
$
$
$
$
$
(4)
(6)
—
(2)
14
(22)
(18)
(385)
270
25
10
1
(14)
2
11
305
305
(385)
(80)
14
(3)
(91)
(80)
(1)
(90)
(91)
Amounts recognized in Accumulated other comprehensive loss,
before tax consist of:
Prior service cost
Net actuarial loss
Net amount recognized
—
(16)
—
(19)
(1)
(70)
$
(16) $
(19) $
(71) $
74
The aggregate accumulated benefit obligation for the U.S. pension plans was $38 million and $42 million as of
December 31, 2021 and 2020, respectively. The aggregate accumulated benefit obligation for the international pension plans
was $345 million and $372 million as of December 31, 2021 and 2020, respectively.
U.S.
International
2021
2020
2021
2020
N/A
N/A
N/A
N/A
N/A
N/A
$
(43) $
(107) $
(42)
36
(97)
41
$
(43) $
(112) $
(42)
36
(101)
45
(316)
(304)
222
(317)
(305)
224
In millions
Information for pension plans with accumulated benefit obligations
in excess of Plan assets:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Information for pension plans with projected benefit obligations in
excess of plan assets:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Components of Net Periodic Benefit Costs
In millions
Service cost
Interest cost
Expected return on plan assets
Amortization of net loss
Settlement and curtailment losses recognized
2021
U.S.
2020
International
2019
2021
2020
2019
$
— $
— $
— $
4 $
4 $
1
(1)
1
—
1
(1)
1
—
2
(2)
1
—
4
(13)
4
1
6
(12)
3
—
3
7
(12)
3
—
1
Net periodic benefit cost
$
1 $
1 $
1 $
— $
1 $
Interest cost is recorded in Interest expense, net on the Consolidated Statements of Income. Expected return on plan
assets, Amortization of net loss, and Settlement and curtailment losses recognized are recorded within Other expense, net on the
Consolidated Statements of Income.
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income during 2021 are as follows:
In millions
Net gain arising during the year
Effect of exchange rates and other
Total benefit recognized in Other comprehensive income
Total benefit recognized in Net periodic benefit cost and Other comprehensive income
U.S.
International
$
$
$
2 $
—
2 $
1 $
13
2
15
15
The weighted average assumptions in the following table represent the rates used to develop the actuarial present value
of the projected benefit obligation for the year listed.
Discount rate
Expected return on plan assets
Rate of compensation increase
2021
2.87 %
5.00 %
3.00 %
U.S.
2020
2.47 %
5.35 %
3.00 %
International
2019
2021
2020
2019
3.27 %
5.35 %
3.00 %
1.97 %
4.27 %
2.70 %
1.39 %
4.43 %
2.65 %
1.84 %
5.01 %
2.64 %
The discount rate is based on settling the pension obligation with high grade, high yield corporate bonds, and the rate of
compensation increase is based on actual experience. The expected return on plan assets is based on historical performance as
well as expected future rates of return on plan assets considering the current investment portfolio mix and the long-term
investment strategy.
75
The amounts of net actuarial loss and prior service cost included in other comprehensive loss expected to be recognized
as components of periodic benefit costs in 2022 are not material.
Pension Plan Assets
The Company has established formal investment policies for the assets associated with our pension plans. Objectives
include maximizing long-term return at acceptable risk levels and diversifying among asset classes. Asset allocation targets are
based on periodic asset liability study results which help determine the appropriate investment strategies. The investment
policies permit variances from the targets within certain parameters. The plan assets consist primarily of equity security funds,
debt security funds, insurance contracts, and temporary cash and cash equivalent investments. The assets held in these funds are
generally actively managed and are valued at the net asset value per share multiplied by the number of shares held as of the
measurement date. (See Note 17 “Fair Value Measurement” included herein). Plan assets by asset category at December 31,
2021 and 2020 are as follows:
In millions
Pension Plan Assets
Equity security funds
Debt security funds
Insurance Contracts
Cash and cash equivalents and other
Fair value of plan assets
U.S.
International
2021
2020
2021
2020
$
10 $
19 $
87 $
27
—
3
16
—
1
194
15
11
$
40 $
36 $
307 $
75
198
15
17
305
The U.S. plan has a target asset allocation of 75% equity securities and 25% debt securities. The International plan has a
target asset allocation of 10% equity securities, 22% debt securities and 68% in other investments. Investment policies are
determined by the respective Plan’s Pension Committee and set forth in its Investment Policy. Rebalancing of the asset
allocation occurs on a quarterly basis.
The following tables summarize our pension plan assets measured at fair value on a recurring basis by fair value
hierarchy level (See Note 17):
In millions
US:
Equity
Debt Securities
Cash and cash equivalents
International:
Equity
Debt Securities
Insurance Contracts
Cash and cash equivalents and other
NAV
Level 1
Level 2
Level 3
Total
December 31, 2021
$
— $
10 $
— $
— $
—
—
7
—
—
—
15
3
20
4
—
6
12
—
60
190
5
5
—
—
—
—
10
—
10
27
3
87
194
15
11
347
Total
$
7 $
58 $
272 $
10 $
76
In millions
US:
Equity
Debt Securities
Cash and cash equivalents
International:
Equity
Debt Securities
Insurance Contracts
Cash and cash equivalents and other
NAV
Level 1
Level 2
Level 3
Total
December 31, 2020
$
— $
19 $
— $
— $
—
—
6
—
—
—
6
1
22
3
—
9
10
—
47
195
5
8
—
—
—
—
10
—
19
16
1
75
198
15
17
341
Total
$
6 $
60 $
265 $
10 $
There were no material changes to the Level 3 assets during 2020 and 2021.
Cash Flows
The Company’s funding methods are based on governmental requirements and differ from those methods used to
recognize pension expense. The Company expects to contribute $3 million to the international pension plan and does not expect
to make a contribution to the U.S. pension plan during 2022.
Benefit payments expected to be paid to plan participants are as follows:
In millions
Year ended December 31,
2022
2023
2024
2025
2026
2027 through 2031
Defined Contribution Plans
U.S.
International
$
$
$
$
$
$
3 $
3 $
3 $
3 $
3 $
12 $
14
15
15
16
16
90
The Company participates in certain defined contribution plans. Costs recognized during 2021, 2020, and 2019 were
approximately $55 million each year. The 401(k) savings plan is a participant directed defined contribution plan that holds
shares of the Company’s stock as one of the investment options. At December 31, 2021 and 2020, the plan held on behalf of its
participants approximately 387,000 shares with a market value of $36 million, and approximately 409,000 shares with a market
value of $30 million, respectively.
11. INCOME TAXES
The Company is responsible for filing consolidated U.S., foreign and combined, unitary or separate state income tax
returns. The Company is responsible for paying the taxes relating to such returns, including any subsequent adjustments
resulting from the redetermination of such tax liabilities by the applicable taxing authorities.
The components of the income before income taxes for the Company’s domestic and foreign operations for the years
ended December 31 are provided below:
In millions
Domestic
Foreign
Income before income taxes
For the year ended
December 31,
2021
2020
2019
$
$
253 $
484
737 $
78 $
479
557 $
118
329
447
77
The consolidated provision for income taxes included in the Consolidated Statements of Income consisted of the
following:
In millions
Current tax expense (benefit)
Federal
State
Foreign
Deferred tax expense (benefit)
Federal
State
Foreign
For the year ended
December 31,
2021
2020
2019
$
(81) $
6 $
27
138
84
87
10
(9)
88
17
93
116
36
(2)
(5)
29
Total provision
$
172 $
145 $
5
1
141
147
20
3
(50)
(27)
120
A reconciliation of the United States federal statutory income tax rate to the effective income tax rate on operations for
the years ended December 31 is provided below:
In millions
U.S. federal statutory rate
State taxes
Foreign
Research and development credit
U.S. net operating loss carryback
Changes in valuation allowance
U.S. tax reform provision
Transaction costs related to acquisitions
Other, net
Effective rate
For the year ended
December 31,
2021
2020
2019
21.0 %
21.0 %
0.3
3.3
(0.8)
(3.4)
3.0
0.7
0.1
(1.0)
23.2 %
2.6
4.4
(1.3)
—
(2.0)
1.3
—
—
26.0 %
26.9 %
21.0 %
0.8
(0.4)
(1.7)
—
3.5
2.0
1.0
0.7
The decrease in the effective tax rate is primarily the result of filing amended federal and state income tax returns in
2021. The Company amended the 2019 federal tax return to incorporate changes in tax regulations which generated a net
operating loss that was carried back to tax years 2014 to 2016, which were at a higher federal tax rate. Other, net includes the
impact of amended state returns reflecting changes in apportioned state income. These amendments resulted in a current year
tax benefit. In addition, there was a decrease in the US tax reform provision resulting from the provisions of the Tax Cut and
Jobs Act, a decrease in state tax expense and a decrease in foreign tax expense due to mix of taxable income which were
partially offset by an increase in valuation allowances.
78
Components of deferred tax assets and liabilities were as follows:
In millions
Deferred income tax assets:
Accrued expenses and reserves
Warranty reserve
Deferred compensation/employee benefits
Right-of-use asset
Pension and postretirement obligations
Property, plant & equipment
Inventory
Net operating loss carry forwards
Other
Gross deferred income tax assets
Less: Valuation allowance
Total deferred income tax assets
Deferred income tax liabilities:
Property, plant & equipment
Right-of-use liability
Intangibles
Total deferred income tax liabilities
Net deferred income tax liability
December 31,
2021
2020
$
44 $
53
62
76
24
—
46
102
102
509
(64)
445
85
78
503
666
$
221 $
39
51
43
70
26
48
45
83
46
451
(42)
409
—
69
444
513
104
A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will
not be realized. As of December 31, 2021, the valuation allowance for certain foreign deferred tax asset carryforwards was
$(64) million primarily in China, Denmark, France, the Netherlands, South Africa, and the United States. The increase in
valuation allowance in 2021 is primarily related to state net operating loss carry-forwards that are not expected to be realized.
The Company has net operating loss carry-forwards in the amount of $311 million, of which $192 million are indefinite
lived, $66 million expire within ten years and $53 million expire in various periods between December 31, 2032 to
December 31, 2041.
As of December 31, 2021, the liability for income taxes associated with unrecognized tax benefits was $32 million, of
which $18 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 million, of which $15 million, if recognized,
would favorably affect the Company’s effective income tax rate. A reconciliation of the beginning and ending amount of the
liability for income taxes associated with unrecognized tax benefits follows:
In millions
Gross liability for unrecognized tax benefits at beginning of year
Gross increases - unrecognized tax benefits in prior periods
Gross decreases - audit settlement during year
Gross decreases - expiration of audit statute of limitations
Gross liability for unrecognized tax benefits at end of year
2021
2020
2019
16 $
17 $
19
(1)
(2)
4
(5)
—
32 $
16 $
9
10
—
(2)
17
$
$
The Company includes interest and penalties related to unrecognized tax benefits in income tax expense. As of
December 31, 2021 and 2020, the total interest and penalties accrued was approximately $5 million.
With limited exception, the Company is no longer subject to examination by various U.S. and foreign taxing authorities
for years before 2016. At this time, the Company believes that it is reasonably possible that unrecognized tax benefits of
approximately $5 million may change within the next 12 months due to the expiration of statutory review periods and current
examinations.
79
12. EARNINGS PER SHARE
The computation of earnings per share from operations is as follows:
In millions, except per share data
Numerator
Net income attributable to Wabtec common shareholders - basic
Add: dividends declared - preferred shares
Net income attributable to Wabtec common shareholders - diluted
Denominator
Weighted average shares outstanding - basic
Effect of dilutive securities:
Assumed conversion of preferred shares
Assumed conversion of dilutive stock-based compensation plans
Weighted average shares outstanding - diluted
Net income per common share attributable to Wabtec shareholders
Basic
Diluted
For the Year Ended
December 31,
2021
2020
2019
$
$
$
$
556 $
413 $
—
—
556 $
413 $
325
1
326
187.7
189.9
170.5
—
0.4
188.1
—
0.5
190.4
2.96 $
2.96 $
2.18 $
2.17 $
6.4
0.4
177.3
1.91
1.84
The Company’s non-vested restricted stock contains rights to receive non-forfeitable 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 resulting
in a variance between net income used in the numerator and Net income attributable to Wabtec shareholders shown within the
Consolidated Statements of Income. Additionally, the weighted average share counts in the denominator excludes the dilutive
impact of the respective non-vested restricted stock.
Approximately 0.4 million, and 0.3 million outstanding shares of Common Stock for the years ended December 31, 2020
and 2019, respectively, were not included in the computation of year-to-date diluted earnings per share because their exercise
price exceeded the average market price of the Company's common stock.
13. STOCK-BASED COMPENSATION PLANS
As of December 31, 2021, the Company maintains employee stock-based compensation plans for stock options,
restricted stock, and incentive stock units as governed by the 2011 Stock Incentive Compensation Plan, as amended and restated
(the “2011 Plan”) and the 2000 Stock Incentive Plan, as amended (the “2000 Plan”). The 2011 Plan has a term through May
10, 2027 and as of December 31, 2021 the number of shares available for future grants under the 2011 Plan was 6,399,200
shares, which includes remaining shares to grant under the 2000 Plan. The Company also maintains a 1995 Non-Employee
Directors’ Fee and Stock Option Plan as amended and restated (“the Directors Plan”). The Directors Plan, as amended,
authorizes a total of 1,000,000 shares of Common Stock to be issued. Under the Directors Plan options issued become
exercisable over a three-year vesting period and expire ten years from the date of grant, and restricted stock issued under the
plan vests one year from the date of grant. The amount of restricted stock issued to non-employee directors as compensation for
directors’ fees was as follows: 18,142 shares for 2021; 23,152 shares for 2020; and 15,729 shares for 2019. The total number of
shares issued under the Directors Plan as of December 31, 2021 was 951,175 shares.
Stock-based compensation expense for all of the plans was $46 million, $20 million and $50 million for the years ended
December 31, 2021, 2020 and 2019, respectively. The Company recognized associated tax benefits related to the stock-based
compensation plans of $1 million, $2 million and $1 million for the respective periods. Included in the stock-based
compensation expense for 2021 above is $3 million of expense related to stock options, $13 million related to non-vested
restricted stock, $6 million related to restricted stock units, $1 million related to units issued for Directors’ fees and $23 million
of expense related to incentive stock units. At December 31, 2021, unamortized compensation expense related to those stock
options, non-vested restricted shares and incentive stock units expected to vest totaled $38 million and will be recognized over a
weighted period of 1.3 years.
Stock Options Stock options are granted to eligible employees and directors at the 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, options become
exercisable over a three year vesting period and expire 10 years from the date of grant.
80
The following table summarizes the Company’s stock option activity and related information for the 2011 Plan, the 2000
Plan and Directors Plan for the years ended December 31:
Outstanding at December 31, 2018
Granted
Exercised
Canceled
Outstanding at December 31, 2019
Granted
Exercised
Canceled
Outstanding at December 31, 2020
Granted
Exercised
Canceled
Outstanding at December 31, 2021
Exercisable at December 31, 2021
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic
value
(in millions)
Options
466,677 $
134,450 $
(4,868) $
(8,235) $
588,024 $
136,506 $
(86,145) $
(85,716) $
552,669 $
126,794 $
(113,728) $
(33,820) $
531,915 $
308,591 $
61.04
70.44
22.45
73.00
63.36
77.75
35.47
73.73
69.82
81.21
50.38
73.53
75.40
73.39
5.7
$
$
5.7
$
6.1
$
6.5
6.1
$
$
4
1
—
—
9
—
—
—
4
—
—
—
9
6
Options outstanding at December 31, 2021 were as follows:
Range of exercise prices
35.00 - 50.00
50.00 - 65.00
65.00 - 80.00
Over 80.00
Weighted
Average
Exercise
Price of
Options
Outstanding
Weighted
Average
Remaining
Contractual
Life
Number of
Options
Currently
Exercisable
Weighted
Average
Exercise Price of
Options
Currently
Exercisable
Number of
Options
Outstanding
35,002 $
40,317 $
248,483 $
208,113 $
531,915 $
47.80
59.09
74.43
84.36
75.40
1.1
4.6
6.9
7.3
6.5
35,002 $
37,217 $
143,862 $
92,510 $
308,591 $
47.80
60.52
73.37
88.28
73.39
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:
Dividend yield
Risk-free interest rate
Stock price volatility
Expected life (years)
For the year ended
December 31,
2021
2020
2019
0.60 %
0.8 %
36.1 %
5.0
0.60 %
1.5 %
28.1 %
5.0
0.66 %
2.6 %
25.8 %
5.0
Weighted average fair value of options granted during the year
$
25.01
$
21.05
$
19.54
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 7 years U.S. Treasury bond
rates for the expected life of the option.
Restricted Stock and Incentive Stock Beginning in 2006 the Company adopted a restricted stock program. As
provided for under the 2011 and 2000 Plans, eligible employees are granted restricted stock that generally vests over three years
from the date of grant. Under the Directors Plan, restricted stock units vest one year from the date of grant.
81
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 and be awarded ranging from 0% to 200% of the initial incentive stock units granted. The
incentive stock units included in the table below represent the number of shares that are expected to vest based on the
Company’s estimate for meeting those established performance targets. As of December 31, 2021, the Company estimates that
it will achieve 33%, 121% and 117% for the incentive stock awards expected to vest based on performance for the three year
periods ending December 31, 2021, 2022, and 2023, respectively, and has recorded incentive compensation expense
accordingly. If estimates of the number of these stock units expected to vest changes in a future accounting period, cumulative
compensation expense could increase or decrease and will be recognized in the current period for the elapsed portion of the
vesting period and would change future expense for the remaining vesting period.
Compensation expense for the non-vested restricted stock and incentive stock units is based on the closing price of the
Company’s common stock on the date of grant and recognized over the applicable vesting period.
The following table summarizes the restricted stock activity and related information for the 2011 Plan, the 2000 Plan,
and Directors Plan, and incentive stock units activity and related information for the 2011 Plan and the 2000 Plan with related
information for the years ended December 31:
Outstanding at December 31, 2018
Granted
Vested
Adjustment for incentive stock awards expected to vest
Canceled
Outstanding at December 31, 2019
Granted
Vested
Adjustment for incentive stock awards expected to vest
Canceled
Outstanding at December 31, 2020
Granted
Vested
Adjustment for incentive stock awards expected to vest
Canceled
Outstanding at December 31, 2021
Restricted
Stock
and Units
Incentive
Stock
Awards
Weighted
Average Grant
Date Fair
Value
445,089
608,813
415,242 $
259,950 $
(235,406)
(119,835) $
—
(27,465)
791,031
283,587
(345,859)
—
(72,753)
656,006
235,902
(350,955)
—
(33,255)
507,698
80,403 $
(63,758) $
572,002 $
250,197 $
(147,069) $
(331,004) $
(73,481) $
270,645 $
241,467 $
(37,672) $
180,767 $
(48,106) $
607,101 $
75.51
70.61
71.65
78.04
74.04
73.64
75.68
77.45
71.32
72.83
73.80
81.64
71.82
76.26
76.24
78.06
82
14. ACCUMULATED OTHER COMPREHENSIVE LOSS
Comprehensive income comprises both net income and 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 tax, for the years ended December 31,
2021, 2020, and 2019 are as follows:
In millions
Balance at December 31, 2018
Other comprehensive loss before reclassifications
Amounts reclassified from Accumulated other comprehensive loss
Other comprehensive loss, net
Balance at December 31, 2019
Other comprehensive income (loss) before reclassifications
Amounts reclassified from Accumulated other comprehensive loss
Other comprehensive income (loss), net
Balance at December 31, 2020
Other comprehensive (loss) income before reclassifications
Amounts reclassified from Accumulated other comprehensive loss
Other comprehensive (loss) income, net
Balance at December 31, 2021
Foreign
currency
translation
Derivative
contracts
Pension and
post
retirement
benefit plans
Total
$
(202) $
— $
(55) $
(106)
—
(106)
(3)
—
(3)
(19)
2
(17)
$
(308) $
(3) $
(72) $
48
—
48
6
—
6
(13)
3
(10)
$
(260) $
3 $
(82) $
(136)
—
(136)
(8)
—
(8)
13
4
17
$
(396) $
(5) $
(65) $
(257)
(128)
2
(126)
(383)
41
3
44
(339)
(131)
4
(127)
(466)
Amounts reclassified from Accumulated other comprehensive loss are recognized in "Other income, net" with the tax
impact recognized in "Income tax expense" on the Consolidated Statements of Income.
15. LEASES
The Company leases certain, property, buildings and 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. Operating lease expense for the years
ended December 31, 2021, 2020, and 2019 were $59 million, $57 million, and $54 million, respectively. New operating leases
of $80 million and $68 million were added during the years ended December 31, 2021 and 2020, 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%.
Scheduled payments of Operating lease liabilities are as follows:
In millions
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: Present value discount
Present value lease liabilities
83
Operating Leases
$
$
60
52
47
40
33
113
345
(27)
318
The following table summarizes the remaining lease term and discount rate assumptions used to develop the present
value of lease liabilities:
Weighted-average remaining lease term (years)
Operating leases
Weighted-average discount rate
Operating leases
16. WARRANTIES
December 31, 2021
December 31, 2020
8.2
2.3 %
The following table reconciles the changes in the Company’s product warranty reserve as follows:
In millions
Balance at beginning of year
Acquisitions
Warranty expense
Warranty claim payments
Foreign currency impact
Balance at end of year
2021
2020
$
279 $
2
116
(124)
(14)
$
259 $
7.4
2.7 %
268
4
130
(131)
8
279
17. FAIR VALUE MEASUREMENT AND 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. Level 1 inputs are quoted prices
(unadjusted) in active markets for identical assets or 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. 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 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 December 31, 2021 and December 31, 2020. 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 (see Note
10). 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. At December 31, 2021 and
2020, $110 million and $130 million, respectively, were classified as "Other accrued liabilities" on the Company's Consolidated
Balance Sheets and $141 million and $218 million, respectively, were included within long-term liabilities shown as
"Contingent consideration" on the Company's Consolidated Balance Sheets. The fair value approximates the carrying value at
December 31, 2021 and 2020.
Hedging Activities In the normal course of business, the Company is exposed to market risks 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.
84
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 years ended December 31, 2021, 2020 and 2019, 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.
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) gain related to these contracts were $(5), $(1) and $2 million for the years
ended December 31, 2021, 2020 and 2019, respectively. These contracts typically mature within one year.
The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy
classification of the designated and non-designated hedges discussed in the above sections as of December 31, 2021, which are
included in other current assets and liabilities on the Consolidated Balance Sheets:
In millions
Foreign Exchange Contracts
Other current assets
Other current liabilities
Cross-currency Swaps
Other current assets
Total
Level
Designated
Non-Designated
Designated
Non-Designated
Fair Value
Gross Notional Amount
2
2
2
$
$
8 $
(1)
—
7 $
— $
(2)
—
(2) $
627 $
613
14
1,254 $
—
289
—
289
The following table summarizes the assets, liabilities, gross notional amounts, fair values, and fair value hierarchy
classification of the designated and non-designated hedges discussed in the above sections as of December 31, 2020, which are
included in other current assets and liabilities on the Consolidated Balance Sheets:
In millions
Foreign Exchange Contracts
Other current assets
Other current liabilities
Cross-currency Swaps
Other current liabilities
Total
Interest Rate Risk
Level
Designated
Non-Designated
Designated
Non-Designated
Fair Value
Gross Notional Amount
2
2
2
$
$
9 $
(4)
(26)
(21) $
1 $
(2)
—
(1) $
794 $
928
613
2,335 $
1
320
—
321
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 years ended
December 31, 2021, 2020 and 2019, the amounts reclassified into income were not material.
85
Commodity Price Risk
The Company may use commodity forward swaps to manage its exposure to commodity price changes and to reduce its
overall cost of manufacturing. For the years ended December 31, 2021, 2020 and 2019, the amounts reclassified into income
were not material.
18. 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. The vast majority of the claims are
submitted to insurance carriers for defense and indemnity, or to non-affiliated companies that retain the liabilities for the
asbestos-containing products at issue. We cannot, however, assure that all of 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 not covered by
insurance, nor are they subject to indemnity from non-affiliated parties. Management believes that the costs of the Company’s
asbestos-related cases will not be material to the 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 $37 million through July 31, 2017
and are 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
notices 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 post-trial submission.
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.
19. SEGMENT INFORMATION
The Company has two 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. Initiatives to integrate GE Transportation operations into Wabtec including recent
restructuring programs announced in late 2019 resulted in changes to the Company's organizational structure and the financial
reporting utilized by the Company's chief operating decision maker to assess performance and allocate resources; as a result,
certain asset groups were reorganized from the Freight Segment to the Transit Segment and vice versa. The change in the
Company’s reportable segments was effective in the fourth quarter of 2019 and is reflected below. The Company believes
these changes better present Management's view of the business. 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
86
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. It also refurbishes subway cars and
provides heating, ventilation, and air conditioning equipment, and doors for buses and subways. 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.
Segment financial information for 2021 is as follows:
In million
Sales to external customers
Intersegment sales/(elimination)
Total sales
Income (loss) from operations
Interest expense and other, net
Income (loss) before income taxes
Depreciation and amortization
Capital expenditures
Segment assets
Segment financial information for 2020 is as follows:
In millions
Sales to external customers
Intersegment sales/(elimination)
Total sales
Income (loss) from operations
Interest expense and other, net
Income (loss) from operations before income taxes
Depreciation and amortization
Capital expenditures
Segment assets
Segment financial information for 2019 is as follows:
In millions
Sales to external customers
Intersegment sales/(elimination)
Total sales
Income (loss) from operations
Interest expense and other, net
Income (loss) before income taxes
Depreciation and amortization
Capital expenditures
Freight
Segment
Transit
Segment
Corporate
Activities
and
Elimination
Total
5,239 $
2,583 $
— $
7,822
48
33
5,287 $
2,616 $
717 $
238 $
(81)
(81) $
(79) $
—
717 $
405 $
79 $
—
(139)
238 $
(218) $
70 $
48 $
16 $
3 $
—
7,822
876
(139)
737
491
130
18,291 $
5,768 $
(5,605) $
18,454
Freight
Segment
Transit
Segment
Corporate
Activities
and
Elimination
Total
5,082 $
2,474 $
49
37
5,131 $
2,511 $
584 $
230 $
—
584 $
393 $
70 $
—
230 $
67 $
40 $
— $
(86)
(86) $
(69) $
(188)
(257) $
13 $
26 $
7,556
—
7,556
745
(188)
557
473
136
15,393 $
6,395 $
(3,334) $
18,454
Freight
Segment
Transit
Segment
Corporate
Activities
and
Elimination
Total
5,441 $
2,759 $
— $
8,200
60
23
(83)
—
5,501 $
2,782 $
(83) $
8,200
643 $
214 $
(194) $
—
643 $
330 $
105 $
—
(216)
214 $
(410) $
62 $
64 $
9 $
17 $
663
(216)
447
401
186
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
87
The following geographic area data as of and for the years ended December 31, 2021, 2020 and 2019, respectively,
includes net sales based on product shipment destination and long-lived assets, which consist of plant, property and equipment,
net of depreciation, resident in their respective countries:
In millions
United States
Canada
Mexico
North America
South America
United Kingdom
Germany
France
Italy
Switzerland
Other Europe
Europe
India
Australia / New Zealand
China
Other Asia / Middle East
Egypt
Other Africa
Russia / CIS
Total
2021
Net Sales
2020
Long-Lived Assets
2019
2021
2020
$
3,321 $
3,161 $
3,381 $
983 $
1,039
462
220
4,003
301
300
383
286
196
88
427
372
187
3,720
217
314
351
252
172
83
405
733
357
4,471
218
376
340
294
206
89
387
1,680
1,577
1,692
531
386
228
177
32
72
412
441
366
225
199
360
138
313
504
301
290
216
228
105
175
6
22
1,011
9
23
1,071
32
45
70
54
29
2
55
255
151
9
32
—
—
4
3
32
51
82
59
31
2
60
285
164
12
30
1
—
4
2
$
7,822 $
7,556 $
8,200 $
1,497 $
1,601
Net sales to external customers by product line are as follows:
In millions
Freight Segment:
Services
Equipment
Components
Digital Electronics
Total Freight Segment sales
Transit Segment:
Original Equipment Manufacturer
Aftermarket
Total Transit Segment sales
2021
2020
2019
$
2,430 $
2,068 $
1,302
867
640
1,531
819
664
$
5,239 $
5,082 $
1,193
1,390
1,139
1,335
$
2,583 $
2,474 $
1,991
1,700
1,073
677
5,441
1,287
1,472
2,759
88
20. OTHER INCOME, NET
The components of Other income, net are as follows:
In millions
Foreign currency gain (loss)
Equity income
Expected return on pension assets/amortization
Other miscellaneous income (expense)
Total Other income, net
For the year ended December 31,
2021
2020
2019
8 $
(8) $
20
9
1
10
10
(1)
38 $
11 $
(14)
8
10
(1)
3
$
$
89
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
For each of the three years ended
December 31
SCHEDULE II
In millions
2021
Allowance for doubtful accounts
Valuation allowance-taxes
2020
Allowance for doubtful accounts
Valuation allowance-taxes
2019
Allowance for doubtful accounts
Valuation allowance-taxes
Balance at
beginning
of period
Charged/
(credited) to
expense
Charged/
(credited) to
other
accounts (1)
Deductions
from
reserves (2)
Balance
at end of
period
$
$
$
$
$
$
37 $
42 $
20 $
58 $
17 $
42 $
3 $
22 $
18 $
(16) $
7 $
16 $
(1) $
— $
— $
— $
— $
— $
7 $
— $
1 $
— $
4 $
— $
32
64
37
42
20
58
(1) Reserves of acquired/(sold) companies; valuation allowances for state and foreign deferred tax assets; impact of
fluctuations in foreign currency exchange rates.
(2) Actual disbursements and/or charges.
Item 16.
FORM 10-K SUMMARY
Not applicable.
90
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
WESTINGHOUSE AIR BRAKE
TECHNOLOGIES CORPORATION
Date: February 17, 2022
By:
/S/ RAFAEL SANTANA
Rafael Santana,
President and Chief Executive Officer, and Director
91
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Company and in the capacities and on the dates indicated.
Signature and Title
Date
By
By
By
By
By
By
By
By
By
By
By
By
/S/ ALBERT J. NEUPAVER
Albert J. Neupaver,
Chairman of the Board
/S/ RAFAEL SANTANA
Rafael Santana,
President and Chief Executive Officer and Director (Principal
Executive Officer)
February 17, 2022
February 17, 2022
/S/ JOHN A. OLIN
February 17, 2022
John A. Olin,
Executive Vice President and Chief Financial Officer (Principal
Financial Officer)
/S/ JOHN A. MASTALERZ
John A. Mastalerz,
Senior Vice President and Principal Accounting Officer
February 17, 2022
/S/ WILLIAM E. KASSLING
February 17, 2022
William E. Kassling,
Lead Director
/S/ LEE BANKS
Lee Banks,
Director
/S/ BYRON FOSTER
Byron Foster,
Director
/S/ LEE B. FOSTER, II
Lee B. Foster, II,
Director
/S/ LINDA A. HARTY
Linda A. Harty,
Director
/S/ BRIAN P. HEHIR
Brian P. Hehir,
Director
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
February 17, 2022
/S/ MICHAEL W. D. HOWELL
February 17, 2022
Michael W. D. Howell,
Director
/S/ ANN R. KLEE
Ann R. Klee,
Director
February 17, 2022
92
Board Of Directors
Albert J. Neupaver 4
Chair,
Wabtec Corporation
Lee B. Foster II* 1, 3, 4
Chairman,
L.B. Foster Co
Ann R. Klee* 2, 3, 5
Former Executive Vice President,
Suffolk Construction
William E. Kassling* 4
Vice Chair,
Wabtec Corporation
Linda S. Harty* 1, 3
Former Treasurer,
Medtronic, plc
Rafael Santana
President and Chief Executive Officer,
Wabtec Corporation
Lee C. Banks* 2, 3
Vice Chairman and President,
Parker Hannifin Corporation
Brian P. Hehir* 1, 2, 3
Former Vice Chairman,
Investment Banking, Merrill Lynch
Byron Foster* 1, 2, 5
President,
Light Vehicle Drive Systems
Dana Incorporated
Michael W. D. Howell* 2, 3, 5
Former Chief Executive Officer,
Transport Initiatives Edinburgh Limited
* Independent Director
(1) Audit Committee
(2) Compensation and Talent
Management Committee
(3) Nominating and Corporate
Governance Committee
(4) Wabtec Foundation
(5) Environment, Social and
Governance Subcommittee
Executive Management
Rafael Santana
President and
Chief Executive Officer
Nalin Jain
President, Digital Electronics
John Olin
Executive Vice President
and Chief Financial Officer
Gokhan Bayhan
Senior Regional Vice President,
Russia/CIS, Middle East, North Africa
Kristine Kubacki
Vice President, Investor Relations
Babatunde Oso
Senior Regional Vice President,
Sub-Saharan Africa
Deia Campanelli
Chief Communications Officer
Lilian Leroux
President, Transit
Pascal Schweitzer
President, Freight Services
Simon Charlesworth
Senior Regional Vice President,
Europe
Wendy McMillan
Senior Regional Vice President,
Southeast Asia, Australia, New Zealand
Greg Sbrocco
Executive Vice President,
Global Operations
Yao Cui
Senior Regional Vice President,
China
John A. Mastalerz, Jr.
Senior Vice President of Finance
and Chief Accounting Officer
Rick Smith
Chief Information Officer
David L. DeNinno
Executive Vice President,
General Counsel and Secretary
Rogerio Mendonca
President,
Freight Equipment
Nicole Theophilus
Executive Vice President and
Chief Human Resources Officer
Mike Fetsko
President,
Freight and Industrial Components
Danilo Miyasato
Senior Regional Vice President,
Latin America
Gina Trombley
Executive Vice President of Sales and
Marketing, and Chief Commercial
Officer, Americas
Eric Gebhardt
Executive Vice President
and Chief Technology Officer
Sujatha Narayan
Senior Regional Vice President,
India
Wabtec Corporation
30 Isabella Street
Pittsburgh, PA 15212
USA
WabtecCorp.com
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