ITT INC.

NOTE 12

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table provides a rollforward of the carrying amount of our goodwill by segment.

(a)Goodwill acquired for our IP and CCT segments is related to our acquisitions of Svanehøj and kSARIA, respectively, representing the calculation of the excess purchase price over the net assets acquired.

(b)During 2024, we completed the sale of our Wolverine business, which was previously included within our MT segment.

See Note 22, Acquisitions, Investments, and Divestitures, for further information.

Goodwill acquired represents the calculation of the excess purchase price over the net assets acquired. During the year ended December 31, 2025, the valuation of kSARIA was finalized. Refer to Note 22, Acquisitions, Investments, and Divestitures, for further information.

Other Intangible Assets, Net

The following table summarizes our other intangible assets, net of accumulated amortization.

The fair values of intangible assets acquired in connection with the purchase of Svanehøj and kSARIA consist of the following:

(a)Other intangible assets reflect favorable lease intangibles.

Customer relationships, propr ietary technology and trademarks and other intangible assets are amortized over weighted average lives of approximately 16.4 years,16.7 years and 2.6 years, respectively. Indefinite-lived intangibles primarily consist of brands and trademarks.

Amortization expense related to intangible assets for 2025, 2024 and 2023 was $47.3, $42.1, and $19.1, respectively. Estimated amortization expense for each of the five succeeding years and thereafter is as follows:

NOTE 13

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND OTHER NON-CURRENT LIABILITIES

The following table summarizes our accrued liabilities and other non-current liabilities.

Supply Chain Financing

The Company has supply chain financing ("SCF") programs in place under which participating suppliers may elect to obtain payment from an intermediary. The Company confirms the validity of invoices from participating suppliers and agrees to pay the intermediary an amount based on invoice totals. The majority of amounts payable under these programs are due within 90 to 180 days and are considered commercially reasonable. There are no assets pledged as security or other forms of guarantees provided for the committed payments.

The following table displays a rollforward of our supply chain financing obligations which is included within Accounts payable in our Consolidated Balance Sheets.

NOTE 14

LEASES

The Company’s lease portfolio primarily relates to real estate, which may be used for manufacturing or non-manufacturing purposes (e.g., office space), and contains lease terms generally ranging between one and 23 years. Our lease portfolio also includes vehicles and equipment. Substantially all of our leases are classified as operating leases.

Lease costs associated with fixed payments related to the Company's operating leases were $35.3, $31.4, and $30.2 for the years ended December 31, 2025, 2024 and 2023, respectively. Short-term lease costs, variable lease costs, and sublease income related to our operating leases, as well as total lease costs related to our finance leases, were not material for the years ended December 31, 2025, 2024 and 2023.

The following table displays our future lease obligations related to non-cancellable operating leases with an initial term in excess of 12 months as of December 31, 2025.

(a)Includes $24.4 of current operating lease liabilities recorded within Accrued and other current liabilities and $60.0 of non-current operating lease liabilities recorded within Other non-current liabilities in our Consolidated Balance Sheets.

The following table includes other supplemental information regarding our operating leases.

(a)Included within Other, net in our Consolidated Statements of Cash Flows.

(b)We use a discount rate for each lease based on an estimated incremental borrowing rate over a similar term as the lease, as the discount rate implicit in each lease cannot be readily determined.

NOTE 15

DEBT

The following table summarizes our outstanding debt obligations.

Commercial Paper

The following table presents our outstanding commercial paper borrowings and associated weighted average interest rates.

Outstanding commercial paper for both periods had maturity terms less than three months from the date of issuance.

2025 Term Loan Credit Agreement

On April 30, 2025, the Company entered into a credit agreement (as amended, the 2025 Term Loan Credit Agreement) among the Company, as borrower, certain of our subsidiaries, as guarantors, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent. In connection with the entry into the 2025 Revolving Credit Agreement (as defined below), on July 30, 2025, the Company and lenders entered into an amendment to the 2025 Term Loan Credit Agreement to modify certain covenant baskets and other terms (including amendments to the leverage ratio definition) to conform to the 2025 Revolving Credit Agreement.

The 2025 Term Loan Credit Agreement has a maturity of two years and provides for a term loan of $750. Proceeds of the term loan were applied to pay down the Company’s U.S. commercial paper capacity and for other general corporate purposes, including working capital needs. During 2025, the Company made loan repayments of $230.0. Total outstanding borrowings under the 2025 Term Loan Credit Agreement were 520.0 as of December, 2025.

Borrowings under the 2025 Term Loan Credit Agreement, as amended, bear interest at an annual rate equal to, at the Company’s option, either (i) term secured overnight financing rate ("Term SOFR") plus a margin ranging from 0.875% to 1.375%, or (ii) an alternate base rate plus a margin ranging from 0% to 0.375%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Term Loan Credit Agreement. The loans under the 2025 Term Loan Credit Agreement may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain conditions. The annual interest rate as of December 31, 2025 was 4.72%.

The 2025 Term Loan Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create certain liens; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of assets; and liquidate or dissolve. Additionally, the 2025 Term Loan Credit Agreement requires us not to permit the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation, amortization and other special, extraordinary, unusual, or non-recurring items (adjusted consolidated EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter.

Total outstanding borrowings under the 2025 Term Loan Credit Agreement were 520.0, as of December 31, 2025. The following table provides the future maturities related to the outstanding balance as of December 31, 2025.

kSARIA Credit Agreement

On September 12, 2024, the Company entered into a credit agreement (the kSARIA Credit Agreement) among the Company, as borrower, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner. The kSARIA Credit Agreement had a maturity of three years and provided for a term loan of $464.0, which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024. The outstanding loan balance as of December 31, 2024 of $229.0 was fully repaid during 2025 and the kSARIA Credit Agreement was terminated. The interest rate was equal to, at the Company’s option, either (i) Term SOFR (subject to a 0.10% “credit spread adjustment”) plus a margin ranging from 0.875% to 1.500%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.5%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the kSARIA Credit Agreement. The annual interest rate as of December 31, 2024 was 5.41%.

Other Long-term Debt

Our other long-term debt is primarily related to outstanding Italian government loans maturing in June 2027 and September 2029, which carries a weighted average fixed interest rate of 0.85% and requires annual principal and interest payments of approximately $1.0 on average, through maturity.

Revolving Credit Agreements

On July 30, 2025, we entered into a revolving credit facility agreement with a syndicate of third-party lenders including U.S. Bank National Association, as administrative agent (the "2025 Revolving Credit Agreement"). Upon its effectiveness, the 2025 Revolving Credit Agreement replaced the revolving credit facility agreement that we entered into on August 5, 2021, with a syndicate of third-party lenders including Bank of America, N.A., as administrative agent (the "2021 Revolving Credit Agreement"). The 2021 Revolving Credit Agreement was terminated on July 30, 2025 with no outstanding balances remaining. The 2025 Revolving Credit Agreement matures in July 2030 and provides for an aggregate principal amount of up to $1,100. The 2025 Revolving Credit Agreement provides for a potential increase of commitment of up to $550 for a possible maximum of $1,650 in aggregate commitments at the request of the Company and with the consent of the institutions providing such increase of commitments.

The 2025 Revolving Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create certain liens; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of all or substantially all of our assets and liquidate or dissolve. Additionally, the 2025 Revolving Credit Agreement requires us not to permit the ratio of consolidated total indebtedness net of unrestricted cash in excess of $100 to consolidated earnings before interest, taxes, depreciation, amortization and other special, extraordinary, unusual, or non-recurring items (adjusted consolidated EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter.

Borrowings under the 2025 Revolving Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) Term SOFR plus a margin ranging from 0.785% to 1.150%, or (ii) an alternate base rate plus a margin ranging from 0% to 0.150%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Revolving Credit Agreement. There is a commitment fee under the 2025 Revolving Credit Agreement ranging from 0.090% to 0.225% of commitments under the 2025 Revolving Credit Agreement. As of December 31, 2025, all financial covenants (e.g., leverage ratio) associated with the 2025 Revolving Credit Agreement were within the prescribed thresholds.

The 2021 Revolving Credit Agreement, prior to its replacement and termination in July 2025, had provided for an aggregate principal amount of up to $700 with a potential to increase up to $350 for a possible maximum of $1,050 with the consent of the institutions providing such increase of commitments. The interest rate per annum on the 2021 Revolving Credit Agreement was based on the Term SOFR rate of the currency we borrow in, plus a margin of 1.00%, and a 0.125% fee per annum applicable to the commitments. We had no outstanding obligations under the 2021 Revolving Credit Agreements as of December 31, 2025.

Pending SPX FLOW Debt Financing

On December 4, 2025, ITT entered into (i) a commitment letter with U.S. Bank, National Association (“US Bank”) for a term loan facility (the “Term Facility Commitment Letter”) in an aggregate principal amount of $2,875 (the “Term Loan Facility”) and (ii) a commitment letter with US Bank for a bridge loan facility (the “Bridge Facility Commitment Letter” and, together with the Term Facility Commitment Letter, the “Commitment Letters”) in an aggregate principal amount of $1,200 (the “Bridge Loan Facility”) (collectively, the “Debt Financing”). The availability of the facilities contemplated by the Commitment Letters is subject to customary conditions precedent for financings transactions of this type, including consummation of the Acquisition, negotiation of definitive financing documents, payment of certain fees and expenses and repayment of certain existing indebtedness of SPX FLOW. No borrowings occurred during 2025 under either loan facility and no amounts were outstanding as of December 31, 2025. The Bridge Loan Facility was terminated following the issuance of shares from ITT's common stock public offering. Issuance fees of $2.1 were recognized during 2025 in connection with the Bridge Loan Facility.