ITT INC.
For the period ended Sep 27, 2025. Filed Oct 29, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 27, 2025 · Filed Oct 29, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-28; filed 2025-07-31.
0000216228-25-000052
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewDiscussion of Financial ResultsLiquidityKey Performance Indicators and Non-GAAP MeasuresRecent Accounting PronouncementsCritical Accounting EstimatesCurrent report: 10-Q
Period ended 2025-09-27; filed 2025-10-29.
0000216228-25-000061
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOverviewDiscussion of Financial ResultsLiquidityKey Performance Indicators and Non-GAAP MeasuresRecent Accounting PronouncementsCritical Accounting EstimatesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 102 previous paragraphs and 98 current paragraphs.
59 unchanged; 35 reworded; 4 added; 7 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 16 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
IP revenue for the three and nine months ended September 27, 2025 increased $50.1 and $74.7, respectively, including growth from acquisitions of $5.6 and $19.5 and favorable foreign currency translation impacts of $6.7 and $2.8, respectively. Organic revenue for the three and nine-month periods increased by $37.8 and $52.4, respectively, primarily driven by pump project volume and favorable pricing actions.
Current report
Gain on sale of business includes $47.8 related to our sale of the Wolverine business within the MT segment in July 2024.
Current report
MT operating income for the three and nine months ended September 27, 2025 decreased $40.2 and $43.2, respectively, primarily due to the prior year gain on sale of $47.8 from the divestiture of Wolverine. Operating income for the three and nine-month periods benefitted from productivity savings and higher volume, as well as favorable foreign currency impacts, which more than offset higher labor and material costs.
Current report
Other non-operating income, net for the three and nine months ended September 27, 2025 increased $2.7 and $1.3, respectively, due to a gain on sale of an equity investment.
Removed paragraphs (7)
Previous report
IP revenue for the three months ended June 28, 2025 increased $25.2 due primarily to pump project growth, and pricing actions, $4.5 from acquisitions and $2.6 foreign currency translation. For thesix months ended June 28, 2025, revenue grew $24.6, driven by pump projects and pricing and $13.9 from acquisitions offset by $3.9 foreign currency impact. Organic revenue for the three and six-month periods increased by $18.1 and $14.6, respectively.
Previous report
MT operating income for the three and six months ended June 28, 2025 was flat and decreased $3.0, respectively, as the prior year divestiture of Wolverine and unfavorable foreign currency impacts were offset by benefits from productivity and higher volume.
Previous report
On August 5, 2021, we entered into a revolving credit facility agreement 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 matures in August 2026 and provides for an aggregate principal amount of up to $700 of (i) revolving extensions of credit (the revolving loans) outstanding at any time, and (ii) letters of credit for a face amount of up to $100 at any time outstanding. Subject to certain conditions, we are permitted to terminate permanently the total commitments and reduce commitments by a minimum aggregate amount of $10 or any whole multiple of $1 in excess thereof. Borrowings under the credit facility are available in U.S. dollars, Euros, British pound sterling or any other currency that may be requested by us, subject to the approval of the administrative agent and each lender. We are permitted to request that lenders increase the commitments under the facility by up to $350 for a maximum aggregate principal amount of $1,050; however, this is subject to certain conditions and therefore may not be available to us. As of June 28, 2025 and December 31, 2024, we had no outstanding borrowings under the 2021 Revolving Credit Agreement.
Previous report
As discussed in more detail below, on July 30, 2025, the 2021 Revolving Credit Agreement was terminated in connection with the Company’s entry into the 2025 Revolving Credit Agreement (as defined below). See Note 14, Debt, to the Consolidated Condensed Financial Statements for further information.
Previous report
The kSARIA Credit Agreement had a maturity of three years and provided for a term loan of $464 which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024. During the first quarter of 2025, the Company made loan repayments of $229, representing the remaining outstanding balance on the kSARIA Credit Agreement, and the kSARIA Credit Agreement was terminated. See Note 14, Debt, to the Consolidated Condensed Financial Statements for further information.
Reworded paragraphs (35)
Previous wording
All comparisons included within Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to the comparable three and six months ended June 29, 2024, unless stated otherwise.
Current wording
All comparisons included within Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to the comparable three and nine months ended September 28, 2024, unless stated otherwise.
Previous wording
Inflationary pressures, driven by factors such as supply chain disruptions and the ongoing Russia-Ukraine and broader Middle East conflicts, have continued into 2025 and have led to increased prices for energy and raw materials we use in our production processes, including commodities such as steel, oil, copper and tin. Recent escalations in the conflict involving Israel and Iran have contributed to heightened regional instability and volatility in global energy markets, further pressuring input costs. Additionally, the manufacturing industry continues to experience a skilled labor shortage, which has created difficulties in attracting and retaining factory employees and has resulted in higher labor costs. We have been able to offset most of these impacts through pricing actions and productivity savings, which we continue to pursue. Future impacts on our business and financial results as a result of these conditions are not estimable at this time, and depend, in part, on the extent to which these conditions improve or worsen, which remains uncertain. For additional discussion of the risks related to global macroeconomic conditions, see Part I, Item IA, “Risk Factors” in our 2024 Annual Report.
Current wording
Inflationary pressures, driven by factors such as supply chain disruptions and the ongoing Russia-Ukraine and broader Middle East conflicts, have continued into 2025 and have led to increased prices for energy and raw materials we use in our production processes, including commodities such as steel, oil, copper and tin. Additionally, the manufacturing industry continues to experience a skilled labor shortage, which has created difficulties in attracting and retaining factory employees and has resulted in higher labor costs. We have been able to offset most of these impacts through pricing actions and productivity savings, which we continue to pursue. Future impacts on our business and financial results as a result of these conditions are not estimable at this time, and depend, in part, on the extent to which these conditions improve or worsen, which remains uncertain. For additional discussion of the risks related to global macroeconomic conditions, see Part I, Item IA, “Risk Factors” in our 2024 Annual Report.
Previous wording
The following table provides a summary of key performance indicators for the second quarter of 2025 as compared to the second quarter of 2024.
Current wording
The following table provides a summary of key performance indicators for the third quarter of 2025 as compared to the third quarter of 2024.
Previous wording
•Revenue of $972.4 increased by $66.5 primarily driven by pump project shipments in IP; aerospace and industrial connectors demand and pricing actions in CCT; and strength in Friction original equipment and KONI rail demand in MT. In addition, revenue growth benefited from foreign currency translation of $17.4 and M&A activity provided a net benefit of $12.0, principally from the acquisition of kSARIA partially offset by the divestiture of Wolverine.
Current wording
•Revenue of $999.1 increased by $113.9 primarily driven by pump projects in IP; aerospace and defense demand and pricing actions in CCT; and strength in Friction original equipment in MT. In addition, favorable foreign currency translation and the net impact of the acquisition of kSARIA, partially offset by the divestiture of Wolverine, drove increases to revenue of $24.3 and $35.8, respectively.
Previous wording
•Operating income of $175.1 increased by $15.4 primarily due to benefits from pricing actions, productivity savings, and higher volumes, including contributions from Svanehøj and kSARIA, which were partially offset by higher material and labor, unfavorable foreign currency transaction impacts, and temporary acquisition amortization.
Current wording
•Operating income of $179.8 decreased by $28.8 primarily due to the prior year gain on sale of $47.8 from the divestiture of Wolverine, higher material and labor costs, which were partially offset by higher volume, benefits from pricing and productivity actions, and contributions from Svanehøj and kSARIA.
Previous wording
•Income from continuing operations was $1.52 per diluted share, an increase of $0.07 as compared to the prior year, primarily due to higher operating income and a lower weighted-average share count, partially offset by the loss of earnings from the Wolverine divestiture in 2024 and higher interest and income tax expenses. Adjusted income from continuing operations was $1.64 per diluted share, an increase of $0.15 as compared to the prior year.
Current wording
•Income from continuing operations was $1.62 per diluted share, a decrease of $0.35 as compared to the prior year, primarily due to the prior year gain on sale of the Wolverine business. Adjusted income from continuing operations was $1.78 per diluted share, an increase of $0.31 as compared to the prior year due to higher operating income, including kSARIA and Svanehøj accretive earnings, and a lower weighted average share count.
Previous wording
MT revenue for the three and six months ended June 28, 2025 decreased $18.8 and $65.1, respectively, primarily due to a loss of revenue of $42.2 and $81.7, respectively, as a result of the Wolverine divestiture. This decrease was offset by foreign currency translation of $13.0 and $4.6, respectively. Organic revenue for the three and six-month periods increased $10.4 and $12.0, respectively, due to strength in Friction original equipment and KONI rail shipments..
Current wording
MT revenue for the three months ended September 27, 2025 increased $10.7 primarily due to favorable foreign currency impacts, partially offset by the Wolverine divestiture. For the nine months ended September 27, 2025, revenue decreased $54.4, primarily due to a loss of revenue of $89.1 as a result of the Wolverine divestiture, partially offset by favorable foreign currency translation of $20.4. Organic revenue for the three and nine-month periods increased $2.3 and $14.3, respectively, driven by strength in Friction original equipment and KONI rail shipments.
Previous wording
CCT revenue for the three and six months ended June 28, 2025 increased by $60.1 and $109.7, respectively, primarily due to the acquisition of kSARIA in September 2024, which contributed $49.7 and $97.8, respectively. Organic revenue for the three-month period increased by $8.6 driven by growth in aerospace and defense, inclusive of pricing actions. Organic revenue for the six-month period increased by $11.1, primarily due to growth in defense connectors, inclusive of pricing actions.
Current wording
CCT revenue for the three and nine months ended September 27, 2025 increased by $52.0 and $161.7, respectively, primarily due to the acquisition of kSARIA in September 2024, which contributed $37.6 and $135.4, respectively. Organic revenue for the three- and nine-month periods increased by $12.6 and $23.7, respectively, primarily driven by growth in aerospace and defense, inclusive of pricing actions.
Previous wording
Gross profit for the three months ended June 28, 2025 and June 29, 2024 was $346.8 and $316.8, respectively, reflecting gross margins of 35.7% and 35.0%, respectively. Gross profit for the six months ended June 28, 2025 and June 29, 2024 was $663.1 and $618.3, respectively, reflecting gross margins of 35.2% and 34.0%, respectively. The increases in gross profit and margin for both periods were primarily driven by benefits from pricing actions, net savings from productivity and sourcing initiatives, partially offset by unfavorable sales mix.
Current wording
Gross profit for the three months ended September 27, 2025 and September 28, 2024 was $355.2 and $314.7, respectively, reflecting gross margins of 35.6% for both periods. Gross profit for the nine months ended September 27, 2025 and September 28, 2024 was $1,018.3 and $933.0, respectively, reflecting gross margins of 35.3% and 34.5%, respectively. The increases in gross profit and margin were primarily driven by benefits from higher volume and net savings from productivity and sourcing initiatives, partially offset by unfavorable sales mix and freight costs.
Previous wording
General and administrative (G&A) expenses increased $8.9 and $22.7 for the three and six months ended June 28, 2025, respectively. The increases in both periods were primarily driven by higher incentive-based compensation and M&A-related professional service costs. The six-month period was impacted by higher restructuring expenses.
Current wording
General and administ rative (G&A) expenses increased $15.0 and $37.7 for the three and nine months ended September 27, 2025, respectively, primarily driven by higher incentive-based compensation, M&A-related professional service costs, restructuring expenses and the kSARIA acquisition-related expenses.
Previous wording
Sales and marketing expenses increased $6.4 and $9.5 for the three and six months ended June 28, 2025, respectively. The increases in both periods were primarily driven by the acquisition of kSARIA and higher selling expenses in IP, partially offset by the divestiture of the Wolverine business.
Current wording
Sales and marketing expenses increased $7.0 and $16.5 for the three and nine months ended September 27, 2025, respectively, primarily driven by the acquisition of kSARIA and higher selling expenses in IP, partially offset by the divestiture of the Wolverine business.
Previous wording
Research and development expenses decreased $0.7 and $3.8 for the three and six months ended June 28, 2025, respectively, primarily driven by the divestiture of Wolverine in the prior year and timing of R&D projects.
Current wording
Research and development expenses decreased $0.5 and $4.3 for the three and nine months ended September 27, 2025, respectively, primarily driven by the divestiture of Wolverine in the prior year and timing of R&D projects.
Previous wording
IP operating income for the three and six months ended June 28, 2025 increased $10.1 and $9.1, respectively, primarily driven by benefits from pricing actions and net savings from productivity and higher volume. This increase was partially offset by the impact of unfavorable sales mix, higher restructuring expenses, and unfavorable foreign currency impacts.
Current wording
IP operating income for the three and nine months ended September 27, 2025 increased $11.6 and $20.7, respectively, primarily driven by higher sales volume, benefits from pricing actions, and net savings from supply chain, restructuring savings and productivity initiatives. These increases were partially offset by the impact of higher restructuring expenses, and higher labor and overhead costs.
Previous wording
CCT operating income for the three and six months ended June 28, 2025 increased $9.5 and $12.8, respectively, primarily driven by benefits from pricing actions, net savings from productivity, as well as contributions from kSARIA, partially offset by higher labor and material costs and strategic investments.
Current wording
CCT operating income for the three and nine months ended September 27, 2025 increased $8.1 and $20.9, respectively, primarily driven by benefits from pricing actions, net savings from productivity, sourcing, and restructuring initiatives, as well as higher sales volume and contributions from kSARIA. The increases for both periods were partially offset by higher labor, material and strategic investment costs as well as higher temporary acquisition amortization from kSARIA.
Previous wording
Other corporate costs for the three and six months ended June 28, 2025 increased $4.2 and $2.5, respectively, primarily due to higher incentive-based compensation costs and offset by foreign currency impacts.
Current wording
Other corporate costs for the three and nine months ended September 27, 2025 increased $8.3 and $10.8, respectively, primarily due to higher incentive-based compensation costs and M&A related professional service costs, partially offset by favorable foreign currency impacts.
Previous wording
Total interest and non-operating expenses, net for the three and six months ended June 28, 2025 increased $5.3 and $7.5, respectively, primarily due to higher outstanding debt during the 2025 periods, partially offset by lower average interest rates on commercial paper borrowings.
Current wording
Total interest expense, net for the three and nine months ended September 27, 2025 increased $1.8 and $7.9, respectively, primarily due to higher average outstanding debt during the 2025 periods, partially offset by lower average interest rates on commercial paper borrowings.
Previous wording
The effective tax rate (ETR) for the three and six months ended June 28, 2025 increased to 25.9% and 25.2% respectively, primarily related to the jurisdictional mix of earnings.
Current wording
The ETR for the three and nine months ended September 27, 2025 increased to 25.7% and 25.4%, respectively, primarily related to the jurisdictional mix of earnings. The increase to the ETR year-over-year was partially driven by a prior year benefit related to the sale of the Wolverine business.
Previous wording
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international) and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. At this time, the Company is in the process of reviewing the legislation in detail and evaluating its potential impacts. We will continue to monitor any forthcoming guidance and will assess the effects on our business as more information becomes available.
Current wording
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international) and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. While the recently enacted legislation did not have a material impact on the Company’s financial results for this quarter, we are currently reviewing its provisions in detail and evaluating its potential impact in future periods. We will continue to monitor any forthcoming guidance and will assess the effects on our business as more information becomes available.
Previous wording
We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We support our growth and expansion in markets outside of the U.S. through the enhancement of existing products and development of new products, increased capital spending, and potential foreign acquisitions. We look for opportunities to access cash balances in excess of local operating requirements to meet our global liquidity needs in a cost-efficient manner. We transfer cash between certain international subsidiaries and the U.S. when it is cost effective to do so. During the six months ended June 28, 2025, we had net cash distributions from foreign countries to the U.S. of $536.9. During the year ended December 31, 2024, we had net cash distributions from foreign countries to the U.S. of $230.4. The timing and amount of any additional future distributions will be evaluated based on our jurisdictional cash needs.
Current wording
We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We support our growth and expansion in markets outside of the U.S. through the enhancement of existing products and development of new products, increased capital spending, and potential foreign acquisitions. We look for opportunities to access cash balances in excess of local operating requirements to meet our global liquidity needs in a cost-efficient manner. We transfer cash between certain international subsidiaries and the U.S. when it is cost effective to do so. During the nine months ended September 27, 2025, we had net cash distributions from foreign countries to the U.S. of $550.9. During the year ended December 31, 2024, we had net cash distributions from foreign countries to the U.S. of $230.4. The timing and amount of any additional future distributions will be evaluated based on our jurisdictional cash needs.
Previous wording
The amount and timing of dividends payable on our common stock are within the sole discretion of our Board of Directors and will be based on, and affected by, several factors, including our financial position and results of operations, available cash, expected capital spending plans, prevailing business conditions, and other factors the Board of Directors deems relevant. Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. In the second quarter of 2025, we declared a dividend of $0.351 per share for shareholders of record on June 2, 2025, which was a 10% increase from the quarterly dividends of $0.319 that were declared in 2024. Dividend payments during the six months ended June 28, 2025 amounted to $56.2.
Current wording
The amount and timing of dividends payable on our common stock are within the sole discretion of our Board of Directors and will be based on, and affected by, several factors, including our financial position and results of operations, available cash, expected capital spending plans, prevailing business conditions, and other factors the Board of Directors deems relevant. Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. In the third quarter of 2025, we declared a dividend of $0.351 per share for shareholders of record on September 2, 2025, which was a 10% increase from the quarterly dividends of $0.319 that were declared in 2024. Dividend payments during the nine months ended September 27, 2025 amounted to $83.5. On October 29, 2025, the Company announced a quarterly dividend of $0.351 per share on its outstanding common stock. Our Board of Directors approved the cash dividend for the fourth quarter of 2025, which will be payable on December 31, 2025 to shareholders of record as of the close of business on December 1, 2025.
Previous wording
From time to time, the Company may repurchase shares of its stock on the open market. The timing of any repurchases and the actual number of shares repurchased depends on a variety of factors, including remaining authorization under existing Board-approved share repurchase programs, the Company’s stock price, restrictions under the Company’s debt obligations, other uses for capital, the dilutive impact of shares issued during the period related to the Company’s long-term incentive plans, impacts on the value of remaining shares, and market and economic conditions. During the six months ended June 28, 2025, we spent $500.1 on open-market share repurchases under our share repurchase programs. During the six months ended June 29, 2024, we spent $79.0 on open-market share repurchases under our share repurchase programs. All repurchased shares are retired immediately following the repurchases. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.
Current wording
From time to time, the Company may repurchase shares of its stock on the open market. The timing of any repurchases and the actual number of shares repurchased depends on a variety of factors, including remaining authorization under existing Board-approved share repurchase programs, the Company’s stock price, restrictions under the Company’s debt obligations, other uses for capital, the dilutive impact of shares issued during the period related to the Company’s long-term incentive plans, impacts on the value of remaining shares, and market and economic conditions. During the nine months ended September 27, 2025, we spent $500.1 on open-market share repurchases under our share repurchase programs. During the nine months ended September 28, 2024, we spent $104.0 on open-market share repurchases under our share repurchase programs. All repurchased shares are retired immediately following the repurchases. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.
Previous wording
In the six months ended June 28, 2025, we borrowed under the European commercial paper program to partially refinance the Company’s U.S. commercial paper. The proceeds of the 2025 Term Loan Credit Agreement were used to refresh the U.S. commercial paper capacity and for other general corporate purposes. See Note 14, Debt, to the Consolidated Condensed Financial Statements for further information.
Current wording
In the nine months ended September 27, 2025, we borrowed under the European commercial paper program to partially refinance the Company’s U.S. commercial paper. The proceeds of the 2025 Term Loan Credit Agreement were used to refresh the U.S. commercial paper capacity and for other general corporate purposes. See Note 14, Debt, to the Consolidated Condensed Financial Statements for further information.
Previous wording
On July 30, 2025, we terminated the 2021 Revolving Credit Agreement and replaced it with a new revolving credit facility consisting of a syndicate of third-party lenders including U.S. Bank National Association, as administrative agent (the 2025 Revolving Credit Agreement). The 2021 Revolving Credit Agreement was terminated on July 30, 2025. 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.
Current wording
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.
Previous wording
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 0.0% 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 Agreements.
Current wording
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 0.0% 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.
Previous wording
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. 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. In connection with the entry into the 2025 Revolving Credit Agreement described 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.
Current wording
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. 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. In connection with the entry into the 2025 Revolving Credit Agreement, 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.
Previous wording
Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $620.0, as of June 28, 2025.
Current wording
Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $575.0, as of September 27, 2025.
Previous wording
The increase in net cash from operating activities of $51.6 was primarily due to favorable working capital from timing of accounts receivable collections, higher customer advanced payments, and lower compensation payments in the current year.
Current wording
The increase in net cash from operating activities of $101.6 was primarily due to favorable working capital from timing of accounts receivable collections, higher customer advanced payments, and lower compensation payments in the current year.
Previous wording
The decrease in net cash used in investing activities of $403.6 was mainly driven by the prior year acquisition of Svanehøj. Refer to Note 19, Acquisitions, to the Consolidated Condensed Financial Statements for further information.
Current wording
The decrease in net cash used in investing activities of $722.7 was mainly driven by the prior year acquisitions of Svanehøj and kSARIA, offset by the proceeds from the sale of the Wolverine business. Refer to Note 19, Acquisitions and Divestitures, to the Consolidated Condensed Financial Statements for further information. In addition, capital expenditures, net of government incentives, decreased $14.5 compared to the prior year.
Previous wording
The change in net cash flows related to financing activities of $422.4 from a source of $213.8 during the prior year to a use of $208.6 during the six months of 2025 was primarily due to an increase of $421.8 in open-market share repurchases.
Current wording
The change in net cash flows related to financing activities of $748.2 from a source of $432.0 during the prior year to a use of $316.2 during the nine months of 2025 was primarily due to an increase of $396.9 in open-market share repurchases as well as higher debt repayments of $334.1.
Previous wording
Reconciliations of revenue to organic revenue for the three and six months ended June 28, 2025 are provided below.
Current wording
Reconciliations of revenue to organic revenue for the three and nine months ended September 27, 2025 are provided below.
Previous wording
Reconciliations of operating income to adjusted operating income (loss) for the three and six months ended June 28, 2025 and June 29, 2024 are provided below.
Current wording
Reconciliations of operating income to adjusted operating income (loss) for the three and nine months ended September 27, 2025 and September 28, 2024 are provided below.
Previous wording
Reconciliations of adjusted income from continuing operations attributable to ITT to income from continuing operations attributable to ITT and adjusted income from continuing operations attributable to ITT per diluted share to income from continuing operations attributable to ITT per diluted share (EPS) for the three and six months ended June 28, 2025 and June 29, 2024 are provided below. Per share amounts are reported in ones and may not calculate due to rounding.
Current wording
Reconciliations of adjusted income from continuing operations attributable to ITT to income from continuing operations attributable to ITT and adjusted income from continuing operations attributable to ITT per diluted share to income from continuing operations attributable to ITT per diluted share (EPS) for the three and nine months ended September 27, 2025 and September 28, 2024 are provided below. Per share amounts are reported in ones and may not calculate due to rounding.
Previous wording
(a)The three and six months ended June 28, 2025 include tax expense on distributions of non-U.S. income of $4.3 and $3.6, tax expense on undistributed foreign earnings of $0.9 and $3.4, and other tax expense special items of $1.4 and $2.8, respectively.
Current wording
(a)The three and nine months ended September 27, 2025 include tax expense on distributions of non-U.S. income of $5.9 and $9.4, tax expense on return to accrual adjustments of $3.5 and $4.3, tax expense on undistributed foreign earnings of $0.1 and $3.5, and other tax (benefit) expense special items of ($0.4) and $1.8, respectively.
Previous wording
(b)The three months ended June 29, 2024 included a tax benefit to record a net operating loss deferred tax asset related to a prior year acquisition of $(2.0), tax expense on distributions of non-U.S. income of $1.0, and other tax-related special items of $1.0. The six months ended June 29, 2024 included expense (benefits) from tax on undistributed foreign earnings of $2.4, a tax benefit to record a net operating loss deferred tax asset related to a prior year acquisition of $(2.0), and other tax special items of $1.3.
Current wording
(b)The three months ended September 28, 2024 includes tax expense on distributions of non-U.S. income $4.6, tax expense from valuation allowance impacts $2.2, and a tax benefit on return to accrual adjustments of ($1.3). The nine months ended September 28, 2024 includes tax expense on distributions of $5.4, tax expense from valuation allowance impacts of $2.2, expense from tax on undistributed foreign earnings of $1.9, a tax benefit to record a net operating loss deferred tax asset related to a prior year acquisition of $(2.0) and a tax benefit on return to accrual adjustments of ($0.6).
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.