ACQUISITIONS

3 Months Ended

Mar. 31, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

ACQUISITIONS

On February 10, 2026, Wabtec acquired Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock, for approximately $1.053 billion. The acquisition brings highly attractive and complementary technologies to Wabtec and strengthens its portfolio of mission-critical passenger rail systems. Dellner Couplers reports within the Transit Segment. The acquisition was funded with a combination of cash on hand and borrowings under other sources of available liquidity.

The following table summarizes the preliminary fair value of the Dellner Couplers assets acquired and liabilities assumed:

In millions
Assets acquired
Cash and cash equivalents	$	17
Accounts receivable	58
Unbilled accounts receivable	3
Inventory	77
Other current assets	33
Property, plant and equipment	53
Goodwill	475
Other intangible assets	531
Other noncurrent assets	9
Total assets acquired	1,256
Liabilities assumed
Current liabilities	76
Noncurrent liabilities	127
Total liabilities assumed	203
Net assets acquired	$	1,053

On December 1, 2025, Wabtec acquired Frauscher Sensor Technology Group GmbH ("Frauscher"), a global market leader in train detection, wayside object control solutions and axle counting systems for approximately $792 million. The acquisition strengthens the Company’s product portfolio by adding highly attractive and complementary railway signaling technologies. Frauscher reports within the Digital Intelligence product line of the Freight Segment. The acquisition was funded with a combination of cash on hand, proceeds from the 2025 Term Credit Agreement and borrowings under other sources of available liquidity.

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

In millions
Assets acquired
Cash and cash equivalents	$	27
Accounts receivable	48
Inventory	49
Other current assets	6
Property, plant and equipment	14
Goodwill	372
Other intangible assets	405
Other noncurrent assets	24
Total assets acquired	945
Liabilities assumed
Current liabilities	35
Noncurrent liabilities	118
Total liabilities assumed	153
Net assets acquired	$	792

On July 1, 2025, Wabtec acquired 100% ownership in Evident’s Inspection Technologies division ("Inspection Technologies") for approximately $1.797 billion. Inspection Technologies was formerly part of the Scientific Solutions Division of Olympus Corporation, a global leader in Non-Destructive Testing, Remote Visual Inspection and Analytical Instruments solutions for mission critical assets. Inspection Technologies’ leading industry presence and innovative product portfolio is expected to significantly expand Wabtec's capabilities, adding advanced automated inspection capabilities, driving technology in a space where data acquisition, analytics and automation are critical. Inspection Technologies reports within the Digital Intelligence product line of the Freight Segment. The acquisition was funded with a combination of cash on hand, proceeds from the 2035 Notes, and borrowings under other sources of available liquidity.

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

In millions
Assets acquired
Cash and cash equivalents	$	42
Accounts receivable	86
Inventory	144
Other current assets	7
Property, plant and equipment	59
Goodwill	938
Customer relationships	411
Trade names	142
Acquired technology	170
Other noncurrent assets	37
Total assets acquired	2,036
Liabilities assumed
Current liabilities	68
Noncurrent liabilities	171
Total liabilities assumed	239
Net assets acquired	$	1,797

As of March 31, 2026, the measurement period remains open for these acquisitions, and the Company has not finalized the respective purchase accounting. The fair values of the assets acquired and liabilities assumed were determined using the income, cost and market approaches. Discounted cash flow models were used to estimate the fair values of acquired intangible assets. The fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 in the fair value hierarchy.

Intangible assets acquired for each of these acquisitions include customer relationships and acquired technology that are subject to amortization, and trade names that were assigned an indefinite life and are not subject to amortization. Additionally, the Dellner Couplers acquired intangible assets include backlog which is subject to amortization. Contingent liabilities assumed as part of each transaction were not material. These estimates are preliminary in nature and subject to adjustments, which could be material as the Company has not completed its valuation of acquired assets and liabilities. Certain information necessary to complete the valuations of assets acquired and liabilities assumed and final income tax computations is not yet available. Any necessary adjustments will be finalized within one year from the date of each respective acquisition, once the Company has received the necessary information.

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 for Dellner Couplers or Frauscher, and approximately half of the purchased goodwill is expected to be deductible for tax purposes for Inspection Technologies. The pro forma impact on Wabtec’s sales and results of operations, including the pro forma effect of events that are directly attributable to these acquisitions, was not significant.

Also during 2025, the Freight Segment completed two additional acquisitions which were individually and collectively immaterial.

Transaction costs related to the completed acquisitions for the three months ended March 31, 2026 and 2025 were approximately $13 million and $10 million, respectively, and are included in Selling, general, and administrative expenses.