WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Previous wording

Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems, and services for the freight rail and passenger transit industries, as well as the mining, marine and industrial markets and applications. Our highly engineered rail and transit 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 the first three months of 2026, approximately half of the Company’s Net sales came from customers outside the United States.

Current wording

Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems, and services for the freight rail and passenger transit industries, as well as the mining, marine and industrial markets and applications. Our highly engineered rail and transit products, which are designed 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 worldwide. In the first six months of 2026, approximately half of the Company’s net sales were generated from customers outside the United States.

Previous wording

During the first quarter of 2025, Wabtec announced a definitive agreement to acquire Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock. The acquisition subsequently closed on February 10, 2026 for approximately $1.053 billion.

Current wording

During the first quarter of 2025, Wabtec announced a definitive agreement to acquire Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock. The acquisition subsequently closed on February 10, 2026 for approximately $1.053 billion and is included within our Transit Segment.

Previous wording

Additionally, during the first quarter of 2026, Wabtec secured a multi-year, multi-billion dollar mining contract for drive systems and aftermarket parts, won a multi-year modernization order in the U.S. for $210 million, and signed a $54 million Transit brake and couplers order, which contributed to the overall increase in backlog of $3.4 billion from December 31, 2025 to $30.8 billion at March 31, 2026. We also began executing the first EVO modernization build to support the commercial rollout to the installed base.

Current wording

Total multi-year backlog increased $3.5 billion during the first six months of 2026 to a record $30.9 billion at June 30, 2026. Significant Freight orders included a multi-year, multi-billion-dollar mining contract for drive systems and aftermarket parts, a $1.0 billion Australian order spanning across new locomotives, components, digital solutions, and multi-year services, a $210 million U.S. locomotive modernization order, a $184 million Positive Train Control (PTC) order, and a $52 million mining drive systems order in the Asia-Pacific region. We also began executing the first EVO modernization build to support the commercial rollout to the installed base. Key Transit orders during the first six months of 2026 included $109 million in brakes, couplers, and platform doors.

Previous wording

Wabtec is focused on driving operational efficiency and improving profitability while reducing manufacturing complexity. As a result, there are restructuring initiatives, including Integration 3.0, Portfolio Optimization and Integration 2.0, aimed at achieving these focus areas. During the first three months of 2026 and 2025, Wabtec incurred $5 million and $9 million, respectively, of restructuring costs primarily for employee-related costs on programs under these initiatives. In addition, Transaction costs incurred during the three months ended March 31, 2026 and 2025 related to recent acquisitions were approximately $13 million and $10 million, respectively.

Current wording

Wabtec is focused on driving operational efficiency and improving profitability while reducing manufacturing complexity. As a result, there are restructuring initiatives, including Integration 3.0, Portfolio Optimization and Integration 2.0, aimed at achieving these focus areas. During the first six months of 2026 and 2025, Wabtec incurred $5 million and $15 million, respectively, of restructuring costs primarily for employee-related costs on programs under these initiatives. In addition, Transaction costs incurred during the six months ended June 30, 2026 and 2025 related to recent acquisitions were approximately $14 million and $35 million, respectively.

Previous wording

Future macroeconomic volatility, changes to tariffs and trade policies, impacts from regional conflicts and war, supply chain disruptions, and labor availability, amongst other things, could cause a negative impact on revenue and cost increases resulting in an adverse effect on the Company’s operating results. Additionally, broad-based inflation, metals, energy and other commodity costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations all continue to impact our results. The Company utilizes various mitigating actions intended to lessen the impact of macroeconomic volatility, including the impact of current tariffs. These actions include implementing price escalations and surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management, strategically sourcing materials, reviewing and modifying distribution logistics, and accelerating integration synergies through our strategic initiatives. The Company has experienced increased tariff costs which unfavorably impacted our operating results and cash from operations for the three months ended March 31, 2026. Although we do not expect a material impact to our results of operations in 2026 because of mitigation efforts, due to the volatility of trade policies, we are unable to reasonably predict the future impact.

Current wording

Future macroeconomic volatility, changes to tariffs and trade policies, impacts from regional conflicts and war, supply chain disruptions, and labor availability, amongst other things, could cause a negative impact on revenue and cost increases resulting in an adverse effect on the Company’s operating results. Additionally, broad-based inflation, metals, energy and other commodity costs, transportation and logistics costs, labor costs, and foreign currency exchange rate fluctuations all continue to impact our results. The Company utilizes various mitigating actions intended to lessen the impact of macroeconomic volatility, including the impact of current tariffs. These actions include implementing price escalations and surcharges, driving operational efficiencies through various cost mitigation efforts and discretionary spend management, strategically sourcing materials, reviewing and modifying distribution logistics, and accelerating integration synergies through our strategic initiatives. The Company has experienced increased tariff costs which unfavorably impacted our operating results and cash from operations for the six months ended June 30, 2026. Although we do not expect a material impact to our results of operations in 2026 because of mitigation efforts, due to the volatility of trade policies, we are unable to reasonably predict the future impact.

Previous wording

Cost of sales for the three months ended March 31, 2026 increased by $179 million, or 10.5%, to $1.89 billion compared to the same period in 2025. The increase is primarily due to the increase in Net sales. Cost of sales as a percentage of Net sales was 64.0% and 65.5% for the three months ended March 31, 2026 and 2025, respectively. The improvement in gross margin is attributable to productivity and cost management, savings from restructuring initiatives, and accretion from recent acquisitions, partially offset by unfavorable mix within the Freight Segment. Cost of sales for the three months ended March 31, 2026 included $23 million of costs related to purchase price accounting for the step-up of inventory related to acquisitions to fair value on the date of acquisition. Cost of sales for the three months ended March 31, 2026 and 2025 both included $3 million of costs related to restructuring initiatives.

Current wording

Cost of sales for the three months ended June 30, 2026 increased by $250 million, or 14.1%, to $2.02 billion compared to the same period in 2025. The increase is primarily due to the increase in Net sales. Cost of sales as a percentage of Net sales was 63.5% and 65.3% for the three months ended June 30, 2026 and 2025, respectively. The improvement in gross margin is attributable to productivity and efficiency, savings from restructuring initiatives, and accretion from recent acquisitions, partially offset by inflation driven by tariffs and unfavorable mix within the Freight Segment. Cost of sales for the three months ended June 30, 2026 included $5 million of costs related to purchase price accounting for the step-up of inventory to fair value related to acquisitions. Cost of sales for the three months ended June 30, 2025 included $3 million of costs related to restructuring initiatives.

Previous wording

Total operating expenses increased $118 million, or 27.7%, for the three months ended March 31, 2026 compared to the same period in 2025. Selling, general and administrative expenses ("SG&A") increased $94 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase is primarily due to incremental expense from acquisitions, higher employee compensation and benefit costs, and transaction costs associated with acquisitions, partially offset by the impacts of restructuring initiatives. Transaction costs associated with acquisitions included in SG&A were $13 million and $10 million for three months ended March 31, 2026 and 2025, respectively. SG&A for the three months ended March 31, 2026 and 2025 included $2 million and $5 million, respectively, of costs related to restructuring initiatives. Engineering expenses increased $10 million and Amortization expense increased $14 million both due to incremental expense from acquisitions.

Current wording

Total operating expenses increased $95 million, or 20.4%, for the three months ended June 30, 2026 compared to the same period in 2025. Selling, general and administrative expenses ("SG&A") increased $53 million for the three months ended June 30, 2026 compared to the same period in 2025. The increase is primarily due to incremental expense from acquisitions and higher employee compensation and benefit costs, partially offset by lower transaction costs and the impacts of restructuring initiatives. Transaction costs associated with acquisitions included in SG&A were $1 million and $25 million for the three months ended June 30, 2026 and 2025, respectively. SG&A for the three months ended June 30, 2025 included $3 million of costs related to restructuring initiatives. Engineering expenses increased $20 million and Amortization expense increased $22 million, both due to incremental expense from acquisitions.

Previous wording

Interest expense, net, increased $25 million to $71 million for the three months ended March 31, 2026 compared to the same period in 2025, due to higher average overall debt balances in the current period, primarily related to acquisitions.

Current wording

Interest expense, net, increased $34 million to $80 million for the three months ended June 30, 2026 compared to the same period in 2025, due to higher average overall debt balances in the current period, primarily related to acquisitions.

Previous wording

Freight Segment Operating expenses increased by $73 million, and Operating expenses as a percentage of Net sales increased 2.0 percentage points. The increase in Freight Segment Operating expenses is primarily driven by incremental expense from acquisitions.

Current wording

Freight Segment Operating expenses increased by $68 million, and Operating expenses as a percentage of Net sales increased 0.9 percentage points. The increase in Freight Segment Operating expenses is primarily driven by incremental expense from acquisitions and higher employee compensation and benefit costs.

Previous wording

The following table shows the major components of the change in Net sales for the Transit Segment in the first quarter of 2026 from the first quarter of 2025:

Current wording

The following table shows the major components of the change in Net sales for the Transit Segment in the second quarter of 2026 from the second quarter of 2025:

Previous wording

Transit Segment organic sales increased by $40 million driven by strong Aftermarket and Original Equipment Manufacturing sales primarily as a result of increased demand for products and services due to fleet expansion and renewals, increased passenger ridership levels, and increased investments in sustainable infrastructure. Sales from the Dellner Couplers acquisition contributed $41 million, and favorable changes in foreign exchange rates increased sales by $48 million.

Current wording

Transit Segment organic sales increased by $71 million, or 9.0%, driven by strong Aftermarket and Original Equipment Manufacturing sales primarily as a result of increased demand for products and services due to fleet expansion and renewals, increased passenger ridership levels and increased investments in sustainable infrastructure. Sales from the Dellner Couplers acquisition increased sales by $69 million, or 8.8% , and favorable changes in foreign exchange rates increased sales by $10 million, or 1.3%.

Previous wording

Net sales for the three months ended March 31, 2026 increased by $340 million, or 13.0%, to $2.95 billion compared to the same period in 2025. Organic sales increased $60 million which was attributable to both the Freight and Transit Segments. Freight sales increased primarily due to higher North American and international locomotive deliveries and higher mining sales, partially offset by lower deliveries of locomotive modernizations and engine overhauls and the exit of a low margin Digital project. Transit sales increased from higher demand for Aftermarket and Original Equipment Manufacturing products and services driven by increased investments in sustainable infrastructure, fleet expansion and renewals and increased passenger ridership levels. Sales from acquisitions contributed $225 million, and favorable changes in foreign exchange increased Net sales by $68 million.

Current wording

Net sales for the six months ended June 30, 2026 increased by $813 million, or 15.3%, to $6.13 billion compared to the same period in 2025. Organic sales increased $289 million, or 5.4%, which was attributable to both the Freight and Transit Segments. Freight sales increased primarily due to higher North American and international locomotive deliveries and higher mining sales, partially offset by lower deliveries of locomotive modernizations and engine overhauls and the exit of a low margin Digital project. Transit sales increased from higher demand for Aftermarket and Original Equipment Manufacturing products and services driven by increased investments in sustainable infrastructure, fleet expansion and renewals and increased passenger ridership levels. Acquisitions increased Net sales by $457 million, or 8.6%, and favorable changes in foreign exchange rates increased Net sales by $92 million, or 1.7%.

Previous wording

The effective income tax rate was 22.7% and 23.2% for the three months ended March 31, 2026 and 2025, respectively. The year over year decrease in the effective rate was primarily driven by higher discrete equity compensation tax deductions.

Current wording

The effective income tax rate was 23.1% and 24.0% for the six months ended June 30, 2026 and 2025, respectively. The year over year decrease in the effective rate was primarily driven by prior period audit settlements and higher discrete equity compensation tax deductions.

Previous wording

The following table shows the major components of the change in Net sales for the Freight Segment in the first quarter of 2026 from the first quarter of 2025:

Current wording

The following table shows the major components of the change in Net sales for the Freight Segment in the first six months of 2026 from the first six months of 2025:

Previous wording

Freight Segment organic sales increased by $20 million driven primarily by Equipment sales from higher North American and international locomotive deliveries and higher mining sales. This was partially offset by decreased Services sales from lower deliveries of locomotive modernizations and engine overhauls, decreased Digital Intelligence sales driven by the exit of a low margin project, and decreased Components sales from lower North America rail car build, partially offset by strong industrial demand. Sales from acquisitions contributed $184 million, primarily from Inspection Technologies and Frauscher, and favorable changes in foreign exchange increased sales by $20 million.

Current wording

Freight Segment organic sales increased by $178 million, or 4.7%, driven primarily by Equipment sales from higher North American and international locomotive deliveries and higher mining sales. This was partially offset by decreased Services sales from lower deliveries of locomotive modernizations and engine overhauls, decreased Digital Intelligence sales driven by the exit of a low margin project, and decreased Components sales from lower North America rail car build, partially offset by strong industrial demand. Acquisitions increased sales by $347 million, or 9.1%, primarily from Inspection Technologies and Frauscher, and favorable changes in foreign exchange increased sales by $34 million, or 0.9%.

Previous wording

Freight Segment Cost of sales increased $111 million, primarily due to higher sales volume, and Cost of sales as a percentage of Net sales decreased 1.3 percentage points. The improvement in gross margin is attributable to productivity and cost management and accretion from recent acquisitions, partially offset by unfavorable mix within the Freight Segment and the exit of a low margin Digital project. Cost of sales for the three months ended March 31, 2026 included $20 million of costs related to purchase price accounting for the step-up of inventory related to acquisitions to fair value on the date of acquisition. Cost of sales for the three months ended March 31, 2026 and 2025 both included $2 million of costs related to restructuring initiatives.

Current wording

Freight Segment Cost of sales increased by $278 million, primarily due to higher sales volume, and Cost of sales as a percentage of Net sales decreased 1.5 percentage points. The improvement in gross margin is attributable to productivity and efficiency and accretion from recent acquisitions, partially offset by inflation driven by tariffs, unfavorable mix within the Freight Segment, and the exit of a low margin Digital project. Cost of sales for the six months ended June 30, 2026 included $20 million of costs related to purchase price accounting for the step-up of inventory to fair value related to acquisitions. Cost of sales for the six months ended June 30, 2026 and 2025 included $2 million and $4 million, respectively, of costs related to restructuring initiatives.

Previous wording

Transit Segment Cost of sales increased by $68 million, primarily due to higher sales volume, and Cost of sales as a percentage of Net sales decreased by 2.4 percentage points. The increase in gross margin was attributable to increased productivity and the benefits from structured cost actions taken through restructuring initiatives.

Current wording

Transit Segment Cost of sales increased by $151 million, primarily due to higher sales volume, and Costs of sales as a percentage of Net sales decreased by 2.2 percentage points. The increase in gross margin was attributable to increased productivity and savings from restructuring initiatives. Cost of sales for the six months ended June 30, 2026 included $8 million of costs related to purchase price accounting for the step-up of inventory related to acquisitions to fair value on the date of acquisition.

Previous wording

Transit Segment Operating expenses increased by $27 million and as a percentage of Net sales increased by 0.6 percentage points. Higher SG&A expenses to support higher sales volume and incremental Operating expenses from acquisitions were partially offset by benefits from structured cost actions taken through restructuring initiatives. Transit SG&A expenses for the three months ended March 31, 2026 and 2025 included $2 million and $4 million, respectively, of costs related to restructuring initiatives.

Current wording

Transit Segment Operating expenses increased by $56 million and as a percentage of Net sales increased by 0.4 percentage points. Higher SG&A expenses to support higher sales volume, higher employee compensation and benefit costs, and incremental Operating expenses from acquisitions were partially offset by savings from restructuring initiatives. Transit SG&A expenses for the six months ended June 30, 2026 and 2025 included $2 million and $8 million, respectively, of costs related to restructuring initiatives.

Previous wording

Operating activities In the first three months of 2026, cash provided by operating activities was $199 million compared to $191 million in the first three months of 2025. The increase was primarily driven by higher net income, partially offset by increased working capital requirements.

Current wording

Operating activities In the first six months of 2026, cash provided by operating activities was $640 million compared to $400 million in the first six months of 2025. The increase was driven by higher net income and decreased working capital requirements.

Previous wording

Net income was $363 million, an increase of $36 million compared to the prior year period. Non‑cash adjustments, including depreciation and amortization of $139 million and stock‑based compensation of $22 million, further supported cash provided by operating activities and increased year over year, primarily due to incremental non‑cash expense from acquisitions and higher equity‑based compensation.

Current wording

Net income was $759 million, an increase of $93 million compared to the prior year period. Non‑cash adjustments, including depreciation and amortization of $282 million and stock‑based compensation of $50 million, further supported cash provided by operating activities and increased year over year, primarily due to incremental non‑cash expense from acquisitions and higher equity‑based compensation.

Previous wording

These sources of cash were partially offset by changes in working capital. The increase in Receivables decreased cash from operations by $305 million, compared to a decrease in cash from operations of $226 million in the prior year period, driven by higher sales and the timing of collections from customers. The decrease in Customer deposits decreased cash from operations by $64 million, compared to a $31 million increase in cash from operations in the prior year, from changes in the timing of customer deposits. Other operating activities decreased cash from operations by $12 million, compared to an $83 million decrease in cash from operations in the prior year, primarily from changes in other accrued expenses due to the timing of payments.

Current wording

Cash provided by operating activities also benefited from changes in working capital. Higher Receivables decreased cash from operations by $229 million, compared to a decrease in cash from operations of $243 million in the prior year period, driven by the timing of collections from customers. Higher Inventories decreased cash from operations by $35 million, compared to a decrease in cash from operations of $180 million in the prior year period, driven by the impact of increased raw material costs and tariffs in the prior year period. Lower Customer deposits decreased cash from operations by $70 million, compared to a $14 million increase in cash from operations in the prior year, from changes in the timing of customer deposits. Other operating activities decreased cash from operations by $105 million, compared to a $41 million decrease in cash from operations in the prior year, primarily from changes in other accrued expenses due to the timing of payments.

Previous wording

Investing activities In the first three months of 2026 and 2025, cash used for investing activities was $(1,105) million and $(44) million, respectively. During the first three months of 2026, Wabtec used $(1,062) million for acquisitions, primarily for Dellner Couplers, and used $(46) million for additions to property, plant and equipment for investments in our facilities and manufacturing processes. During the first three months of 2025, Wabtec used $(44) million for additions to property, plant, and equipment.

Current wording

Investing activities In the first six months of 2026 and 2025, cash used for investing activities was $1,160 million and $98 million, respectively. During the first six months of 2026, Wabtec used $1,062 million for acquisitions, primarily for Dellner Couplers and $108 million for additions to property, plant and equipment for investments in our facilities and manufacturing processes. During the first six months of 2025, Wabtec used $83 million for additions to property, plant, and equipment and $21 million for acquisitions.

Previous wording

Financing activities In the first three months of 2026, cash provided by financing activities was $656 million, which included $1,012 million from net changes in debt, $(242) million in stock repurchases, $(53) million of dividend payments, and $(53) million of payments for income tax withholding on share-based compensation. In the first three months of 2025, cash used for financing activities was $(172) million, which included $4 million from net changes in debt, $(98) million in stock repurchases, $(43) million of dividend payments, and $(34) million of payments for income tax withholding on share-based compensation.

Current wording

Financing activities In the first six months of 2026, cash provided by financing activities was $408 million, which included $1,049 million of inflows from net changes in debt, partially offset by $457 million of stock repurchases, $106 million of dividend payments, and $54 million of payments for income tax withholding on share-based compensation. In the first six months of 2025, cash provided by financing activities was $454 million, which included $735 million of inflows from net changes in debt, partially offset by $148 million of stock repurchases, $87 million of dividend payments, and $39 million of payments for income tax withholding on share-based compensation.

Previous wording

As of March 31, 2026, the Company held approximately $531 million of cash, cash equivalents and restricted cash, which was primarily held outside of the United States, mainly in Europe, South Africa, India, and Brazil. While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the United States net of any tax impacts. As of March 31, 2026, approximately $10 million of the Company's cash balance was classified as restricted, primarily for cash held in escrow related to acquisitions.

Current wording

As of June 30, 2026, the Company held approximately $670 million of cash, cash equivalents and restricted cash, which was primarily held outside of the United States, mainly in Europe, India, South Africa, and China. While repatriation of some cash held outside the United States may be restricted by local laws, most of the Company’s foreign cash could be repatriated to the United States net of any tax impacts. As of June 30, 2026, approximately $10 million of the Company's cash balance was classified as restricted, primarily for cash held in escrow related to acquisitions.

Previous wording

During the three months ended March 31, 2026, the Company borrowed $445 million against the collateralized receivables. There were no repayments against the collateralized receivables during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company borrowed and repaid $175 million against the collateralized receivables. Additional information with respect to the Revolving Receivables Program is included in Note 2 of "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report.

Current wording

During the six months ended June 30, 2026, the Company borrowed and repaid $476 million and $76 million, respectively, against the collateralized receivables. During the six months ended June 30, 2025, the Company borrowed and repaid $350 million against the collateralized receivables. Additional information with respect to the Revolving Receivables Program is included in Note 2 of "Notes to Condensed Consolidated Financial Statements" included in Part I, Item 1 of this report.

Previous wording

The obligations under the US Notes issued by the Parent Company have been fully and unconditionally guaranteed by certain of the Parent Company's U.S. subsidiaries ("Guarantor Subsidiaries"), currently comprising GE Transportation, a Wabtec Company, RFPC Holding Corp., Transportation IP Holdings, LLC, Transportation Systems Services Operations Inc., Wabtec Components LLC, Wabtec Holding LLC, Wabtec Railway Electronics Holdings, LLC, Wabtec Transportation Systems, LLC and Wabtec US Rail, Inc. Each guarantor is 100% owned by the Parent Company, with the exception of GE Transportation, a Wabtec Company, which has 15,000 shares outstanding of Class A Non-Voting Preferred Stock held by General Electric Company. The Euro Notes are issued by Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") and are fully and unconditionally guaranteed by the Parent Company.

Current wording

The obligations under the US Notes issued by the Parent Company have been fully and unconditionally guaranteed by certain of the Parent Company's U.S. subsidiaries ("Guarantor Subsidiaries"), currently comprising GE Transportation, a Wabtec Company, RFPC Holding Corp., Transportation IP Holdings, LLC, Transportation Systems Services Operations Inc., Wabtec Components LLC, Wabtec Holding LLC, Wabtec Railway Electronics Holdings, LLC, Wabtec Transportation Systems, LLC and Wabtec US Rail, Inc. Each guarantor is 100% owned by the Parent Company. The Euro Notes are issued by Wabtec Transportation Netherlands B.V. ("Wabtec Netherlands") and are fully and unconditionally guaranteed by the Parent Company.

Previous wording

The following tables present summarized financial information of the Parent Company and the Guarantor Subsidiaries on a combined basis. The combined summarized financial information eliminates (i) intercompany balances and transactions among the Parent Company and Guarantor Subsidiaries and (ii) equity in earnings from and investments in any subsidiary that is not a Guarantor Subsidiary.

Current wording

The following tables present summarized financial information of the Parent Company and the Guarantor Subsidiaries on a combined basis. The combined summarized financial information eliminates (i) all intercompany balances and transactions among the Parent Company and Guarantor Subsidiaries as well as (ii) all equity in earnings from and investments in any subsidiary that is not a Guarantor Subsidiary, which we refer to below as the non-guarantor subsidiaries.

Previous wording

The following tables present summarized financial information of Wabtec Netherlands, as the Issuer of the Euro Notes, and the Parent Company, as the parent Guarantor, on a combined basis. The combined summarized financial information eliminates all intercompany balances and transactions among Wabtec Netherlands and the Parent Company as well as all equity in earnings from and investments in any subsidiary of the Parent Company, other than Wabtec Netherlands, which we refer to below as the Non-Guarantor Subsidiaries.

Current wording

The following tables present summarized financial information of Wabtec Netherlands, as the Issuer of the Euro Notes, and the Parent Company, as the parent Guarantor, on a combined basis. The combined summarized financial information eliminates (i) all intercompany balances and transactions among Wabtec Netherlands and the Parent Company as well as (ii) all equity in earnings from and investments in any subsidiary of the Parent Company, other than Wabtec Netherlands, which we refer to below as the non-guarantor subsidiaries.

Previous wording

On February 6, 2026, the Board of Directors reauthorized the stock repurchase program and refreshed the amount available for stock repurchases to $1.2 billion of the Company’s outstanding shares. This new stock repurchase authorization supersedes the previous authorization of $1.0 billion, of which approximately $760 million remained at the reauthorization date. No time limit was set for the completion of the program, which conforms to the requirements under the agreements governing the Company's credit facilities and the indentures for the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of March 31, 2026, approximately $975 million was remaining under the stock repurchase plan.

Current wording

On February 6, 2026, the Board of Directors reauthorized the stock repurchase program and refreshed the amount available for stock repurchases to $1.2 billion of the Company’s outstanding shares. This new stock repurchase authorization supersedes the previous authorization of $1.0 billion, of which approximately $760 million remained at the reauthorization date. No time limit was set for the completion of the program, which conforms to the requirements under the agreements governing the Company's credit facilities and the indentures for the Senior Notes currently outstanding. The Company may repurchase shares in the future at any time, depending upon market conditions, our capital needs and other factors. Purchases of shares may be made by open market purchases or privately negotiated purchases and may be made pursuant to Rule 10b5-1 plan or otherwise. As of June 30, 2026, approximately $760 million was remaining under the stock repurchase plan.