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v3.25.2

LONG-TERM DEBT | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consisted of the following:
| Effective Interest Rate |  | Face Value |  | June 30, 2025 |  | December 31, 2024
In millions |  |  | Book Value |  | Fair Value 1 |  | Book Value |  | Fair Value 1
2025 Credit Agreement: |  |  |  |  |  |  |  |  |  |  |
Revolving Credit Facility | 5.6 | % |  | N/A |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Term Loan Facility | 5.6 | % |  | $ | 475 |  |  | 470 |  |  | 475 |  |  | — |  |  | — |
2024 Credit Agreement: |  |  |  |  |  |  |  |  |  |  |
Term Loan | — | % |  | $ | — |  |  | — |  |  | — |  |  | 224 |  |  | 225 |
2022 Credit Agreement: |  |  |  |  |  |  |  |  |  |  |
Delayed Draw Term Loan | — | % |  | $ | — |  |  | — |  |  | — |  |  | 250 |  |  | 250 |
Senior Notes: |  |  |  |  |  |  |  |  |  |  |
3.20% Senior Notes, due 2025 | — | % |  | $ | — |  |  | — |  |  | — |  |  | 500 |  |  | 496 |
3.45% Senior Notes, due 2026 | 3.5 | % |  | $ | 750 |  |  | 750 |  |  | 740 |  |  | 750 |  |  | 732 |
1.25% Senior Notes (EUR), due 2027 | 1.5 | % |  | € | 500 |  |  | 583 |  |  | 567 |  |  | 514 |  |  | 495 |
4.70% Senior Notes, due 2028 | 4.8 | % |  | $ | 1,250 |  |  | 1,247 |  |  | 1,256 |  |  | 1,246 |  |  | 1,239 |
4.90% Senior Notes, due 2030 | 5.0 | % |  | $ | 500 |  |  | 495 |  |  | 506 |  |  | — |  |  | — |
5.611% Senior Notes, due 2034 | 5.7 | % |  | $ | 500 |  |  | 496 |  |  | 516 |  |  | 496 |  |  | 507 |
5.50% Senior Notes, due 2035 | 5.5 | % |  | $ | 750 |  |  | 743 |  |  | 759 |  |  | — |  |  | — |
Total |  |  |  |  | 4,784 |  |  | 4,819 |  |  | 3,980 |  |  | 3,944 |
Less: current portion |  |  |  |  | — |  |  | — |  |  | (500) |  |  | (496) |
Long-term portion |  |  |  |  | $ | 4,784 |  |  | $ | 4,819 |  |  | $ | 3,480 |  |  | $ | 3,448 |
1. See Note 13 for information on the fair value measurement of the Company's long-term debt. Variances between Face Value and Book Value are the result of unamortized discounts and debt issuance fees as well as foreign exchange on the Euro Notes. Amortization of discounts and debt issuance fees are included in the calculation of Effective Interest Rate. For those debt securities that have a premium or discount at the time of issuance, the Company amortizes the amount through interest expense based on the maturity date or the first date the holders may require the Company to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, the Company has debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of June 30, 2025 and December 31, 2024, the Company had total combined unamortized discount and debt issuance costs of $28 million and $15 million, respectively. Credit Agreements On August 15, 2022, the Company entered into an unsecured credit agreement (the "2022 Credit Agreement"). The 2022 Credit Agreement provided for borrowings consisting of (i) a multi-currency revolving credit facility for an equivalent in U.S. dollars of up to $1.5 billion and (ii) a $250 million delayed draw term loan facility (the “Delayed Draw Term Loan”), all pursuant to the terms and conditions of the 2022 Credit Agreement. On March 14, 2024, the Company entered into a new stand-alone credit agreement (the "2024 Credit Agreement") for a term loan of $225 million. On April 23, 2025, the Company entered into a new unsecured credit agreement (the "2025 Credit Agreement"), which amended and restated the 2022 Credit Agreement and refinanced the 2024 Credit Agreement. The 2025 Credit Agreement provides for borrowings consisting of (i) a multi-currency revolving credit facility for a U.S. dollar equivalent of up to $2.0 billion (the “Revolving Credit Facility”) and (ii) a delayed draw term loan facility of $725 million (the “Term Loan Facility”), all pursuant to the terms and conditions of the 2025 Credit Agreement. The Term Loan Facility was utilized to refinance (i) $250 million of the outstanding Delayed Draw Term Loan under the 2022 Credit Agreement and (ii) $225 million of the outstanding Term Loan under the 2024 Credit Agreement. After June 30,2025, the remaining $250 million under the Term Loan Facility was drawn and utilized as part of funding for the Inspection Technologies acquisition. The 2025 Credit Agreement includes an incremental facility that allows the Company to request, at prevailing market rates, an aggregate amount not to exceed $1.0 billion, (a) increases to the borrowing commitments under the Revolving Credit Facility and/or (b) new incremental term loan commitments (the "Incremental Facility"). The agreement contains affirmative, negative and financial covenants, and events of default customary for facilities of this type. The Revolving Credit Facility matures on April 23, 2030. The Term Loan Facility was fully drawn after June 30, 2025, and all borrowings under the Term Loan Facility mature on April 23, 2030. Amounts borrowed and repaid under the Term Loan Facility may not be reborrowed. The applicable interest rate for borrowings under the 2025 Credit Agreement includes a base rate (per the Interest Election terms of the agreement) plus an interest rate spread up to 1.75% based on the lower of the pricing corresponding to (i) the Company’s financial leverage or (ii) the Company’s public credit rating. At June 30, 2025, the interest rate on the Term Loan Facility was 5.5% and the interest rate on the undrawn Revolving Credit Facility was 5.6%. Obligations under the 2025 Credit Agreement have been guaranteed by certain of the Company’s subsidiaries. Under the 2025 Credit Agreement, the Company has agreed to maintain an Interest Coverage Ratio of at least 3.0 to 1.0, and a Leverage Ratio not to exceed 3.5 to 1.0. The Interest Coverage Ratio is calculated using an earnings metric as defined in the agreement compared to Interest Expense for the four quarters then ended. The Leverage Ratio is defined as net debt (total debt, net of up to $500 million of unrestricted cash) as of the last day of such fiscal quarter to the defined earnings metric for the four quarters then ended. Additionally, the Company may effect an increase in the maximum Leverage Ratio in contemplation of a Material Acquisition. All terms are as defined in the 2025 Credit Agreement. The Company was in compliance with all financial covenants in the 2025 Credit Agreement as of June 30, 2025. The following table presents availability under the 2025 Credit Agreement at June 30, 2025:
In millions |  | Revolving Credit Facility |  | Term Loan Facility |  | Total
Maximum Availability |  | $ | 2,000 |  |  | $ | 725 |  |  | $ | 2,725 |
Outstanding Borrowings (1) |  | — |  |  | (475) |  |  | (475) |
Letters of Credit Under Credit Agreement |  | — |  |  | — |  |  | — |
Current Availability (1) |  | $ | 2,000 |  |  | $ | 250 |  |  | $ | 2,250 |
(1) After June 30, 2025, the remaining $250 million under the Term Loan Facility was drawn in connection with the closing of the acquisition of Inspection Technologies. Intra-Quarter Uncommitted Money Market Line Credit Agreement During the third quarter of 2024, the Company entered into an uncommitted bilateral money market line credit agreement which provides an aggregate borrowing capacity of $150 million, for general business purposes and working capital needs within a quarter. Senior Notes The Company or its subsidiaries may issue senior notes from time to time. These notes are comprised of our 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"), 4.70% Senior Notes due 2028 (the "2028 Notes"), 4.90% Senior Notes due 2030 (the "2030 Notes"), 5.611% Senior Notes due 2034 (the "2034 Notes"), and 5.50% Senior Notes due 2035 (the "2035 Notes"). The 2025 Notes, 2026 Notes, 2028 Notes, 2030 Notes, 2034 Notes, and 2035 Notes are the “US Notes”, and collectively with the Euro Notes, the “Senior Notes.” Interest on the US Notes is payable semi-annually and interest on the Euro Notes is paid annually. Each series of the Senior Notes may be redeemed at any time in whole or from time to time in part in accordance with the provisions of the indenture, under which such series of notes was issued. Each of the Senior Notes may be redeemed at a redemption price of 100% of the principal amount plus a specified make-whole premium and accrued interest. The US Notes and the Company's guarantee of the Euro Notes are senior unsecured obligations of the Company and rank pari passu with all existing and future senior debt, and are senior to all existing and future subordinated indebtedness of the Company. On May 29, 2025, the Company issued (i) $500 million of 4.90% Senior Notes due 2030 and (ii) $750 million of 5.50% Senior Notes due 2035. The 2030 Notes and 2035 Notes were issued at approximately 100% of face value and the Company recognized approximately $12 million of total deferred financing costs. Interest on the 2030 Notes and 2035 Notes will accrue at a rate of 4.90% and 5.50%, respectively, per year, payable semi-annually on May 29 and November 29 of each year, commencing November 29, 2025. The 2030 Notes will mature on May 29, 2030, and the 2035 Notes will mature on May 29, 2035. Proceeds from the 2030 Notes and cash on hand were utilized to repay the outstanding amount of the 2025 Notes at maturity. Proceeds from the 2035 Notes were utilized as part of funding for the Inspection Technologies acquisition, which closed July 1, 2025. On March 11, 2024, the Company issued $500 million of 5.611% Senior Notes due in 2034. The 2034 Notes were issued at 100% of face value and the Company recognized approximately $5 million of total deferred financing costs. Interest on the 2034 Notes accrues at a rate of 5.611% per year, payable semi-annually on March 11 and September 11 of each year, commencing September 11, 2024. The 2034 Notes will mature on March 11, 2034. Proceeds from the 2034 Notes, combined with the proceeds from the term loan under the 2024 Credit Agreement and cash on hand, were utilized to repay the outstanding amount of our 4.15% Senior Notes due 2024 (the "2024 Notes") at maturity. 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 2025 Credit Agreement. The Euro Notes were issued by Wabtec Transportation Netherlands B.V. and are fully and unconditionally guaranteed by the Parent Company. The Company is in compliance with the restrictions and covenants in the indentures under which the Senior Notes were issued and expects that these restrictions and covenants will not be any type of limiting factor in executing our operating activities.

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