ITT INC.
For the period ended Apr 4, 2026. Filed May 6, 2026.
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.
Apr 4, 2026 · Filed May 6, 2026
ITT$205.55+4.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 EstimatesCurrent report: 10-Q
Period ended 2026-04-04; filed 2026-05-06.
0000216228-26-000036
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 98 previous paragraphs and 108 current paragraphs.
49 unchanged; 23 reworded; 35 added; 26 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 16 previous and 15 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 (35)
Current report
Global macroeconomic conditions continue to evolve against a backdrop of geopolitical uncertainty and shifting market demands. While these dynamics created areas of variability, the Company continued to apply disciplined execution and strategic investment across its businesses. For the remainder of 2026, we expect demand to remain firm, but with variation between industrial end markets. In addition, changes in geopolitical and energy market risk, tariffs and trade policies, workforce availability and cost, technology transformation and cost inflation are factors that we are watching that may impact our performance going forward.
Current report
Geopolitical and Energy Market Risk: Geopolitical developments, including heightened tensions and active conflict in the Middle East, may impact global supply chains, energy pricing trends, and defense‑related procurement. In particular, the developing U.S. military conflict with Iran, along with the closure of the Strait of Hormuz, has contributed to increased volatility in global energy markets and higher oil and natural gas prices. These dynamics may influence customer investment decisions, project timing, logistics costs, and overall market conditions across certain end markets. At the same time, our growing presence in critical flow technologies, energy‑related applications, and resilient aftermarket channels helps balance exposure to near‑term volatility. Additionally, select programs within CCT may benefit from sustained or increased investments in defense, security, and national infrastructure. Overall, our continued portfolio evolution and diversified end‑market exposure are intended to enhance durability and adaptability across macroeconomic and geopolitical cycles.
Current report
Tariffs and Trade Policies: Ongoing tariff regimes and changes in global trade frameworks may influence input costs and sourcing patterns. Trade policy volatility has remained elevated; however, recent legal developments, including a U.S. Supreme Court decision invalidating certain tariffs imposed in prior administrations, have introduced increased clarity into the trade environment. In response, the U.S. government has established programs to allow eligible companies to seek refunds of previously paid tariffs, and we are currently pursuing recovery under applicable refund mechanisms, where appropriate. The timing and ultimate amount of any recovery remain uncertain.
Current report
Workforce Availability and Cost: Labor markets remain tight in certain geographies and functions, particularly for specialized technical and engineering roles, although availability has improved modestly in some regions as workforce participation and hiring conditions have adjusted. Wage inflation has moderated relative to prior periods but continues to exceed historical norms in select locations. We continue to address these dynamics through targeted talent development, workforce planning, and selective automation, which enhance productivity while supporting high levels of quality, safety, and on‑time delivery. These initiatives strengthen our long‑term operational capabilities and support sustainable growth across varying demand environments.
Current report
Technology Transformation: Advancements in automation, data analytics, artificial intelligence, and digital manufacturing platforms continue to accelerate across industrial markets. We view this shift as an opportunity to further enhance efficiency, reliability, and customer value; however, it also exposes us to additional cybersecurity risks and the possibility that our competitors may adopt and leverage these technologies more rapidly or effectively. We are continuing to expand digital investments across operations and product lines, including technologies that improve asset performance, energy efficiency and total costs for customers.
Current report
Supply Chain and Cost Inflation: We continue to experience variability in material availability, logistics conditions, and input costs caused by geopolitical developments, trade policy actions, and intermittent supply-chain disruptions. While inflationary pressures have moderated in certain categories relative to prior periods, cost volatility and supplier risk persist. We are addressing these factors through dual‑sourcing strategies, long‑term supply agreements, strengthened supplier partnerships, and targeted inventory buffers, which help support consistent delivery performance and mitigate potential impacts.
Current report
Sustainability and Energy Transition: Evolving environmental expectations, energy-security priorities, and customer decarbonization initiatives continue to influence capital spending and product design. These trends are creating opportunities across our portfolio, particularly in energy-efficient solutions, advanced flow technologies, and cryogenic and compressor systems supporting liquid natural gas, ammonia, hydrogen, and carbon capture applications. We continue to invest in product innovation and operational sustainability, enhancing our ability to support customers as they balance decarbonization goals with reliability, affordability, and system resiliency requirements.
Current report
•Revenue of $1,211.9 increased by $298.9 including $151.4 from acquisition activity and $47.8 from favorable foreign currency translation. Organic revenue increased 10.9%, or $99.7, driven by growth in pump projects and valves in FT, strength across end markets in CCT, led by aerospace and defense, and Friction original equipment market outperformance in MT.
Current report
•Operating income of $141.2 decreased 6.4%, or $9.7, primarily due to acquisition-related costs of $67.5 and increased intangible amortization expense of $12.7 related to our acquisition of SPX FLOW. Adjusted operating income increased 41.7%, or $72.3, driven by volume leverage, benefits from productivity actions, and a favorable foreign currency impact, partially offset by material cost inflation.
Current report
FT revenue for the three months ended April 4, 2026 increased $204.1, including $151.4 from acquisition activity and $12.1 from favorable foreign currency translation. Organic revenue increased 12.2%, or $40.6, primarily reflecting growth in project pumps of 16% and short-cycle of 10%, including a strong execution from Svanehøj and valves.
Current report
MT revenue for the three months ended April 4, 2026 increased $51.1, including $32.8 from favorable foreign currency translation. Organic revenue increased 5.3%, or $18.3, primarily reflecting growth from Friction original equipment and aftermarket, as well as strength from KONI rail.
Current report
CCT revenue for the three months ended April 4, 2026 increased 18.7%, or $43.8, driven by growth in both connectors and components and across end markets, with particular strength within commercial aerospace and industrial, and benefits from pricing actions. Organic revenue for the period increased 17.5%.
Current report
General and administ rative (G&A) expenses increased 81.1%, or $69.0, driven by higher acquisition-related expenses of $53.1, increased restructuring expenses of $4.3, unfavorable foreign currency impacts of approximately $4.0, and higher personnel-related costs of $4.1.
Current report
Sales and marketing expenses increased 53.9%, or $25.8, primarily driven by the acquisition of SPX FLOW and higher personnel and commissions expenses.
Current report
Research and development expenses increased 30.8%, or $7.8, primarily due to the acquisition of SPX FLOW and timing of customer-funded R&D project activity.
Current report
Intangible amortization increased 90.7%, or $12.7 primarily due to the amortization of backlog and customer relationship intangible assets acquired in connection with the purchase of SPX FLOW.
Current report
FT operating income increased 29.3%, or $18.6, primarily driven by higher sales volume, benefits from pricing actions, and net savings from productivity and sourcing initiatives. Operating income growth was partially offset by increased intangible amortization of $16.1, unfavorable sales mix, and higher restructuring and bad debt expense.
Current report
MT operating income increased 23.4%, or $15.8, primarily due to higher sales volume, net savings from productivity and sourcing initiatives, and a favorable impact from foreign currency fluctuations, partially offset by competitive pricing dynamics.
Current report
CCT operating income increased 36.7%, or $13.2, primarily driven by benefits from higher sales volume and pricing actions, partially offset by higher material costs and R&D expenses.
Current report
Other corporate costs increased $57.3, primarily due to acquisition-related professional service costs and increased restructuring expenses.
Current report
Interest expense increased 165.6%, or $15.4, due to higher outstanding long-term debt and commercial paper balances during 2026 primarily stemming from the financing of the SPX FLOW acquisition. Interest income increased 511.8%, or $8.7, due to a higher average cash on deposit balance during 2026 subsequent to the $1.3 billion equity issuance in December 2025 and until the closing of SPX FLOW acquisition. Other non-operating income, net increased 90.0%, or $0.9, primarily due to a gain on the early extinguishment of debt.
Current report
The effective tax rate for the three months ended April 4, 2026 increased to 38.3% primarily due to the recognition of additional tax expense related to undistributed foreign earnings, transaction-related costs incurred in connection with the acquisition of SPX FLOW, and the impact of amended tax filings in Luxembourg. In addition, the acquisition affected the geographic mix of earnings which further contributed to the higher effective tax rate for the period.
Current report
On January 5, 2026, the OECD released a Pillar Two Administrative Guidance package containing the Side-by-Side Safe Harbor (the SbS). Under the SbS, Multinational Enterprises headquartered in a jurisdiction that has a Qualified SbS Regime are eligible for the SbS election. The United States is listed as a jurisdiction with a Qualified SbS Regime. By making the SbS election, top-up taxes under the Income Inclusion Rule (the IIR) and Undertaxed Profits Rule (the UTPR) are set to zero. However, the SbS does not have an impact on the application of Pillar Two Qualified Domestic Minimum Top-up Taxes (the QDMTT). Jurisdictions are required to implement the SbS effective for fiscal years beginning on or after January 1, 2026 (or at the earliest practicable date where there are constitutional or other superior law constraints preventing retroactive adoption). ITT will monitor the adoption of SbS in each jurisdiction and intends to elect the SbS where available.
Current report
The 2026 DDTL Credit Agreement provides for delayed draw term loan commitments (the DDTL Commitments) in an aggregate principal amount of $2,875, which may be drawn, on up to two occasions, to finance the Company’s acquisition of SPX FLOW. The DDTL Commitments expire on September 11, 2026 to the extent such DDTL Commitments are undrawn or have not otherwise been terminated prior to such date. An unused commitment fee on the daily unused portion of the DDTL Commitments will accrue at a rate per annum equal to 0.10% during the period from and including May 3, 2026 until the earlier of (i) the date on which the DDTL Loans (as defined below) are fully funded and (ii) the date on which the DDTL Commitments terminate or expire.
Current report
The loans drawn under the 2026 DDTL Credit Agreement (the DDTL Loans) will mature two years from the date of the first borrowing of the DDTL Loans. Total outstanding borrowings under the 2026 DDTL Credit Agreement were $2,875 as of April 4, 2026.
Current report
The DDTL Loans will bear interest at rate per annum equal to, at the Company’s option, either (i) Term SOFR plus a margin ranging from 1.00% to 1.50%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.50%, with the applicable margin determined by reference to the Company’s debt ratings as set forth in the 2026 DDTL Credit Agreement. The DDTL Loans may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain customary conditions.
Current report
The 2026 DDTL Credit Agreement contains customary affirmative and negative covenants See Note 15, Debt, to the Consolidated Condensed Financial Statements for further information.
Current report
The decrease in net cash from operating activities of $73.5 was primarily due to $71.4 transaction expenses paid related to the SPX FLOW acquisition, higher interest and tax payments, and increased commodity pre-purchases to secure supply and cost.
Current report
The increase in net cash used in investing activities of $3,519.3 was primarily driven by the acquisition of SPX FLOW. In addition, cash used for capital expenditures declined $10.7 to $26.1.
Current report
The change in net cash flows related to financing activities of $2,463.0 was primarily due to the long-term debt issued in connection with the acquisition of SPX FLOW of $2,868.3, net of debt issue costs. The increase in financing activities was partially offset by an increase in long-term debt repayments of $316.8, including the repayment of the SPX FLOW Senior Notes, and a reduction in commercial paper borrowings of $74.1.
Current report
(a)Acquisition-related costs include inventory fair value step-up amortization expense of $13.9.
Current report
(a)The three months ended April 4, 2026 include tax expense related to undistributed foreign earnings of $6.4, tax expense of $9.4 associated with amended tax filings in Luxembourg, tax expense of $1.8 related to transaction-related costs incurred in connection with the SPX FLOW acquisition, and other special-item tax (benefits) of $(0.3).
Removed paragraphs (26)
Previous report
In early 2025, the U.S. government announced or extended tariffs on a range of imported goods, including certain industrial components and raw materials, as part of ongoing trade actions involving China and other countries. In response, a number of countries including China and several key U.S. trading partners implemented or expanded retaliatory tariffs on various U.S.-origin goods. While certain U.S. tariff rates were subsequently paused or reduced for a limited period under ongoing trade negotiations, the overall tariff environment remains fluid. These trade measures have contributed to increased volatility in global markets and heightened uncertainty regarding international trade policies. As a result, we are experiencing greater complexity and uncertainty in managing our cost structure, sourcing strategies and global supply chain. The tariffs have the potential to increase our input costs and may affect the pricing and competitiveness of some of our products, particularly those that rely on imported materials or components. While we have not experienced a material impact on our business to date, we are continuing to evaluate the situation and assess mitigation strategies, including supply chain adjustments and pricing actions. The ultimate impact of these tariffs on our operations and financial results is currently uncertain and will depend on the scope, duration, and potential expansion or expiration of the measures implemented.
Previous report
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 report
•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 report
•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 report
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 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.
Previous report
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 report
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 report
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 report
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 report
Gain on sale of business includes $47.8 related to our sale of the Wolverine business within the MT segment in July 2024.
Previous 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.
Previous report
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 report
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 report
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 report
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 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.
Previous report
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 report
All outstanding commercial paper for both periods had maturity terms of less than three months from the date of issuance.
Previous report
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 report
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 report
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 report
(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).
Reworded paragraphs (23)
Previous wording
ITT Inc., through its worldwide subsidiaries, is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and energy markets. We manufacture components that are integral to the operation of systems and manufacturing processes in these key markets. Our products enable functionality for applications where reliability and performance are critically important to our customers and the users of their products.
Current wording
ITT Inc., through its worldwide subsidiaries, is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, energy, and health and nutrition markets. We manufacture components that are integral to the operation of systems and manufacturing processes in these key markets. Our products enable functionality for applications where reliability and performance are critically important to our customers and the users of their products.
Previous wording
Our product and service offerings are organized into three reportable segments: Motion Technologies (MT), Industrial Process (IP), and Connect & Control Technologies (CCT). See Note 3, Segment Information, to the Consolidated Condensed Financial Statements for a summary description of each segment. Additional information is also available in our 2024 Annual Report within Part I, Item 1, “Description of Business.”
Current wording
Our product and service offerings are organized into three reportable segments: Flow Technologies (FT), Motion Technologies (MT), and Connect & Control Technologies (CCT). Flow Technologies, formerly Industrial Process, was renamed following our acquisition of SPX FLOW to reflect the expanded scale and capabilities of the combined operations. See Note 3, Segment Information, to the Consolidated Condensed Financial Statements for a summary description of each segment. Additional information is also available in our 2025 Annual Report within Part I, Item 1, “Description of Business.”
Previous 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.
Current wording
All comparisons included within Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to the comparable three months ended March 29, 2025, unless stated otherwise.
Previous wording
Effective January 1, 2025, the Company changed its method of determining the cost for certain inventories from a last-in, first-out (LIFO) to first-in, first out (FIFO) for all inventories previously accounted for under LIFO. For additional information on the change in accounting principle, refer to Note 1, Description of Business and Basis of Presentation. Management’s discussion and analysis of financial condition and results of operations have been adjusted to reflect the change in accounting principle.
Current wording
Effective January 1, 2026, the Company is presenting intangible amortization as a separate line item within the consolidated statements of operations to enhance transparency and comparability. For additional information on the change in presentation, refer to Note 1, Descri ption of Business and Basis of Presentation. Management’s discussion and analysis of the financial condition and results of operations have been adjusted to reflect the change in presentation.
Previous 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.
Current wording
The following table provides a summary of key performance indicators for the first quarter of 2026 as compared to the first quarter of 2025. There were four additional working days in the quarter versus the prior
Previous 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.
Current wording
•Income from continuing operations was $0.89 per diluted share, a decrease of $0.44 as compared to the prior year, primarily due to acquisition-related costs and intangible amortization expenses. Adjusted income from continuing operations was $1.98 per diluted share, an increase of 25.3%, or $0.40, due to a strong operational performance by each business segment, including accretion from the acquisition of SPX FLOW, partially offset by an increase in interest and tax expenses and a higher weighted average share count.
Previous 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.
Current wording
Gross profit for the three months ended April 4, 2026 increased 32.7% to $428.8. The increase in gross profit was primarily driven by the acquisition of SPX FLOW, volume leverage and benefits from pricing actions and net savings from productivity and sourcing initiatives, partially offset by unfavorable sales mix and higher freight costs.
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. 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.
Current wording
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act (OBBBA), 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. The Company evaluated the OBBBA and implemented certain provisions of the legislation during the current quarter; the Company continues to evaluate the ongoing effects of the legislation.
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 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.
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 three months ended April 4, 2026, we had net cash distributions from foreign countries to the U.S. of $1.6. During the year ended December 31, 2025, we had net cash distributions from foreign countries to the U.S. of $577.5. 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 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.
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 first quarter of 2026, we declared a dividend of $0.386 per share for shareholders of record on March 6, 2026, which was a 10% increase from the quarterly dividends of $0.351 that were declared in 2025. Dividend payments during the three months ended April 4, 2026 amounted to $35.0.
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 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.
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 program, 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. We spent approximately $100 on open-market share repurchases under our share repurchase program during both the three months ended April 4, 2026 and March 29, 2025. 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 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.
Current wording
During the three months ended April 4, 2026, we borrowed under the U.S. commercial paper program to support the timing of overall liquidity requirements for general corporate purposes. See Note 15, Debt, to the Consolidated Condensed Financial Statements for further information.
Previous 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.
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. As of April 4, 2026, there were no outstanding borrowings under the 2025 Revolving Credit Agreement.
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 Agreement.
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 secured overnight financing rate (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
Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $575.0, as of September 27, 2025.
Current wording
Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $505.0, as of April 4, 2026.
Previous wording
Borrowings under the 2025 Term Loan Credit Agreement 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 0.0% 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.
Current wording
Borrowings under the 2025 Term Loan Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) Term SOFR plus a margin ranging from 0.875% to 1.375%, or (ii) an alternate base rate plus a margin ranging from 0.0% 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.
Previous wording
Reconciliations of revenue to organic revenue for the three and nine months ended September 27, 2025 are provided below.
Current wording
Reconciliations of revenue to organic revenue for the three months ended April 4, 2026 are provided below.
Previous wording
•“Adjusted Operating Income” is defined as operating income adjusted to exclude special items that include, but are not limited to, restructuring, certain asset impairment charges, certain acquisition- and divestiture-related impacts, and unusual or infrequent operating items. Special items represent charges or credits that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. “Adjusted Operating Margin” is defined as adjusted operating income divided by revenue. We believe these financial measures are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.
Current wording
•“Adjusted Operating Income” is defined as operating income adjusted to exclude special items that include, but are not limited to, restructuring, intangible amortization, certain asset impairment charges, certain acquisition- and divestiture-related impacts, and unusual or infrequent operating items. Special items represent charges or credits that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. “Adjusted Operating Margin” is defined as adjusted operating income divided by revenue. We believe these financial measures are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.
Previous 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.
Current wording
Reconciliations of operating income to adjusted operating income (loss) for the three months ended April 4, 2026 and March 29, 2025 are provided below.
Previous wording
•“Adjusted Income from Continuing Operations” is defined as income from continuing operations attributable to ITT Inc. adjusted to exclude special items that include, but are not limited to, restructuring, certain asset impairment charges, certain acquisition- and divestiture-related impacts, income tax settlements or adjustments, and unusual or infrequent items. Special items represent charges or credits, on an after-tax basis, that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. The after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred. “Adjusted Income from Continuing Operations per Diluted Share” (Adjusted EPS) is defined as adjusted income from continuing operations divided by diluted weighted average common shares outstanding. We believe that adjusted income from continuing operations and adjusted EPS are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.
Current wording
•“Adjusted Income from Continuing Operations” is defined as income from continuing operations attributable to ITT Inc. adjusted to exclude special items that include, but are not limited to, restructuring, intangible amortization, certain asset impairment charges, certain acquisition- and divestiture-related impacts, income tax settlements or adjustments, and unusual or infrequent items. Special items represent charges or credits, on an after-tax basis, that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. The after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred. “Adjusted Income from Continuing Operations per Diluted Share” (Adjusted EPS) is defined as adjusted income from continuing operations divided by diluted weighted average common shares outstanding. We believe that adjusted income from continuing operations and adjusted EPS are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.
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 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.
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 months ended April 4, 2026 and March 29, 2025 are provided below. Per share amounts are reported in ones and may not calculate due to rounding.
Previous 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.
Current wording
(b)The three months ended March 29, 2025 include tax expense (benefit) on undistributed foreign earnings of $2.5 and other tax special items of $0.9.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On February 18, 2026, the Company entered into a credit agreement (the 2026 DDTL Credit Agreement) among the Company, as borrower, certain of its subsidiaries, as co-borrowers, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner.