ACQUISITIONS Acquisitions (Notes)

3 Months Ended

Apr. 04, 2026

Acquisitions [Abstract]

Business Combination [Text Block]

ACQUISITIONS AND DIVESTITURES

Acquisition of SPX FLOW

On March 2, 2026, we completed the acquisition of 100% of SPX FLOW pursuant to the Membership Interest Purchase Agreement, dated December 4, 2025, with LSF11 Redwood Parent, L.P. (the Purchase Agreement). SPX FLOW is a provider of highly engineered equipment and process technologies serving industrial, chemical, energy, nutrition and health and personal care markets. Its portfolio includes brands and equipment designed to improve process efficiency, product quality and operational performance for customers worldwide. SPX FLOW’s approximately 3,900 employees bring engineering expertise and customer intimacy that we believe will support long‑standing relationships and help drive recurring aftermarket value across a large installed base. SPX FLOW, which generated revenue of $1,340 during 2025, will be reported within our FT segment.

The total preliminary acquisition consideration of $4,309.9, net of cash acquired, was funded through a combination of cash and equity. The final consideration is subject to a customary working capital adjustment. The following table summarizes the preliminary purchase consideration transferred in connection with the acquisition:

Cash, net of cash acquired	$	3,532.7
ITT equity value of shares issued(a)	777.2
Total purchase consideration	$	4,309.9

(a)Fair value of shares issued is based on 3.8 shares issued at a price of $202.41 per share.

The primary areas of the purchase price allocations that are not yet finalized relate to the valuation of certain tangible and intangible assets, liabilities, income tax, and residual goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. The Company expects to obtain the information necessary to finalize fair value of the net assets and liabilities during the measurement period, not to exceed one year from the acquisition date. Changes to the preliminary estimates of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur.

The assets acquired and liabilities assumed for the SPX FLOW acquisition were recorded at fair value and are shown in the table below.

Allocation of Purchase Price	Preliminary
Receivables	$	210.6
Inventory	264.3
Plant, property and equipment	186.3
Goodwill(a)	2,313.3
Other intangible assets	2,835.0
Other assets	134.3
Accounts payable and accrued liabilities	(280.8)
Contract liabilities	(96.2)
Deferred tax liability	(616.6)
Long-term debt	(531.3)
Other liabilities	(109.0)
Net assets acquired	$	4,309.9

(a)    Goodwill acquired with SPX FLOW is primarily attributable to the complementary nature of SPX FLOW’s product portfolio to ITT’s existing industrial flow equipment and services portfolio and our ITT’s expansion in the health and nutrition sector. Goodwill is not expected to be deductible for income tax purposes

The amounts of sales and net loss from continuing operations before income taxes of SPX FLOW since the acquisition date, included in the Consolidated Statement of Operations for the three months ended April 4, 2026 are $149.3 and $5.8 million, respectively. Transaction expenses to complete the acquisition of $49.2 were recognized within general and administrative expenses during the three months ended April 4, 2026.

Pro Forma Financial Information

The following table summarizes the condensed combined results of operations of the Company for the three months ended on April 4, 2026 and March 29, 2025, assuming the SPX FLOW acquisition had occurred on January 1, 2025.

For the Three Months Ended	April 4, 2026		March 29, 2025
Revenue	$	1,397.6	$	1,206.9
Net Income attributable to the combined entities	$	72.9	$	(11.1)

The unaudited pro forma results are for informational purposes only and are not necessarily indicative of the actual results of operations that might have occurred had the acquisition occurred on January 1, 2025, nor are they necessarily indicative of future results. The unaudited pro-forma information for all periods presented includes the following adjustments, where applicable, for business combination accounting effects resulting from the acquisition: (i) the impact of the fair value step up in inventory, (ii) additional depreciation and amortization expense related to property, plant and equipment and finite-lived intangible assets acquired, (iii) repayment of SPX FLOW’s indebtedness, (iv) additional interest expense related to financing for the acquisition, (v) transaction expenses, and (vi) the related tax effects assuming that the business combination occurred on January 1, 2025.

The unaudited pro-forma consolidated information for the quarter ended March 29, 2025 includes nonrecurring expenses of $49.2 related to transaction costs, $44.1 related to the step-up of inventory to fair value, and $23.8 of backlog amortization.