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Debt (Notes)
 12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
Debt
DEBT
The following table summarizes our outstanding debt obligations.
As of December 3120252024
Commercial paper
$258.0 $424.5 
Short-term loans0.5 0.5 
Current maturities of long-term debt2.8 2.6 
Total short-term borrowings
261.3 427.6 
Non-current maturities of long-term debt
521.5 232.6 
Total debt$782.8 $660.2 
Commercial Paper
The following table presents our outstanding commercial paper borrowings and associated weighted average interest rates.
As of or for the Year Ended December 3120252024
Commercial Paper Outstanding - U.S. Program$— $424.4 
Commercial Paper Outstanding - Euro Program258.0 — 
Total Commercial Paper Outstanding
$258.0 424.4 
Weighted Average Interest Rate - U.S. ProgramN/A4.80 %
Weighted Average Interest Rate - Euro Program2.42 %N/A
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.
2026
$— 
April 2027
520.0 
Total maturities$520.0 
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.