ITT INC.
For the period ended Jul 4, 2026. Filed Aug 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.
Jul 4, 2026 · Filed Aug 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 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 EstimatesCurrent report: 10-Q
Period ended 2026-07-04; filed 2026-08-06.
0000216228-26-000065
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 108 previous paragraphs and 109 current paragraphs.
63 unchanged; 29 reworded; 16 added; 15 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 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 (16)
Current report
Global macroeconomic conditions continue to evolve amid ongoing geopolitical uncertainty, trade policy developments, and shifting market dynamics. While these factors have created areas of variability, the Company has maintained disciplined execution and continued strategic investment across its businesses. For the remainder of 2026, we expect demand to remain generally resilient, although the outlook remains influenced by geopolitical developments, trade policy actions, and energy market volatility. We believe our diversified portfolio, global operating footprint, and focus on operational excellence position us to respond effectively to changing market conditions and support long-term value creation.
Current report
Tariffs and Trade Policies: Ongoing tariff regimes and changes in global trade frameworks may influence input costs, sourcing decisions, and customer demand patterns. Trade policy uncertainty remains elevated as governments continue to evaluate tariff programs, industrial policies, and supply-chain security initiatives. While judicial and regulatory developments have provided clarity regarding certain tariffs imposed in prior periods, including the establishment of processes that permit eligible companies to seek refunds or recovery of certain previously paid tariffs, trade actions implemented under alternative statutory authorities, ongoing Section 301 investigations, and evolving regional trade arrangements continue to create uncertainty for global manufacturers. We are pursuing recovery opportunities where appropriate and continue to monitor developments in global trade policy; however, the timing and ultimate amount of any potential recoveries, as well as the impact of future trade actions or policy changes, remain uncertain.
Current report
Supply Chain and Cost Inflation: Supply chain conditions have generally stabilized compared with the disruption levels experienced in prior years; however, we continue to experience variability across select commodities, electronic components, transportation networks, and specialty materials. Ongoing geopolitical developments, trade restrictions, logistics disruptions, and supplier concentration risks continue to create uncertainty within global supply chains. While inflationary pressures have moderated in several input categories, energy costs, freight expenses, and certain labor and commodity costs remain elevated and subject to volatility. We continue to utilize dual-sourcing strategies, long-term supplier agreements, localized sourcing initiatives, inventory management practices, and productivity programs to support supply continuity and mitigate cost increases. Although these actions have helped reduce risk exposure, future disruptions could affect our production schedules, lead times, costs, and operating margins.
Current report
Sustainability and Energy Transition: Long-term trends related to energy transition, infrastructure modernization, environmental regulation, energy security, and industrial efficiency continue to influence customer investment decisions. Recent geopolitical developments have reinforced the importance of reliable energy supplies, grid resiliency, domestic infrastructure investment, and diversified energy sources. As a result, many customers are balancing long-term decarbonization objectives with near-term energy affordability, reliability, and security considerations. These trends continue to create opportunities across portions of our portfolio, particularly in energy-efficient pumping and motion technologies, critical flow applications, cryogenic systems, compressor technologies, and solutions supporting liquefied natural gas, ammonia, hydrogen, carbon capture, industrial electrification, and other energy-related infrastructure investments. We continue to invest in innovation, sustainability initiatives, and product development intended to address evolving customer requirements and support long-term profitable growth.
Current report
•Operating income of $180.3 increased by $5.2, or 3.0%, primarily due to incremental volume and pricing actions partially offset by an increased intangible amortization expense of $51.0 related to SPX FLOW. Adjusted operating income increased by $104.6, or 54.9%, driven by a full quarter of SPX FLOW results.
Current report
FT revenue for the three and six months ended July 4, 2026 increased by $436.6 and $640.7, respectively, primarily due to acquisition contributions of $359.6 and $511.0, respectively. Organic revenue increased by $73.8, or 20.7%, and $114.4, or 16.6%, for the three and six-month periods, respectively, primarily driven by growth in pump projects of 45% and 30%, respectively, reflecting strong demand in the energy market. Additionally, short-cycle demand remained strong with revenue growth of 10% in both periods, driven by valves.
Current report
MT revenue for the three and six months ended July 4, 2026 increased $20.3 and $71.4, respectively, including favorable foreign currency translation of $14.3 and $47.1, respectively. Organic revenue increased by $6.0, or 1.6%, and $24.3, or 3.4%, for the three and six month periods, respectively, primarily driven by increased aftermarket sales of 6% and 4%, respectively. In addition, organic revenue for the six-month period included growth of approximately 6% from our KONI rail business.
Current report
CCT revenue for the three and six months ended July 4, 2026 increased $43.8 and $87.6, respectively, reflecting higher sales volumes, and the benefit of pricing actions. Organic revenue grew 17.3% and 17.4% for the three and six month periods, respectively, driven by strong demand across the aerospace and defense markets.
Current report
General and administrative (G&A) expenses increased $58.4, or 68.3%, for the three months ended July 4, 2026, primarily driven by a full quarter of SPX FLOW G&A costs, integration-related professional service costs, increased personnel-related costs, and unfavorable foreign currency impacts. G&A expense increased $127.3, or 74.6%, for the six months ended July 4, 2026, primarily due to four months of SPX FLOW G&A costs, acquisition-related transaction and integration costs, increased personnel-related costs, and higher restructuring, environmental, and bad debt expenses.
Current report
FT operating income for the three months ended July 4, 2026 decreased $13.7, or 17.9%, as a result of inventory step-up amortization of $42.0, increased intangible amortization of $55.1, and integration-related expenses related to the SPX FLOW acquisition, which were partially offset by higher volume, benefits from pricing and productivity actions, and a full quarter of SPX FLOW operations. FT operating income for the six months ended July 4, 2026 increased $4.9, or 3.5%, as the operating performance of legacy FT business, driven by volume growth and pricing actions, combined with SPX FLOW operations, exceeded the increased intangible amortization and acquisition-related expenses of $71.3 and $60.2, respectively.
Current report
CCT operating income for the three and six months ended July 4, 2026 increased $15.9, or 35.4%, and $29.2, or 36.1%, respectively, primarily driven by benefits from higher sales volume, pricing actions, and net savings from productivity initiatives.
Current report
Other corporate costs increased $7.9 and $65.3 for the three and six months ended July 4, 2026, respectively. The increase during the three-month period was primarily due to integration-related professional services costs associated with the SPX FLOW acquisition. The increase during the six-month period was primarily driven by transaction-related costs incurred in connection with the closing of the SPX FLOW acquisition.
Current report
Other non-operating income, net for the three and six months ended July 4, 2026 increased by $1.5 and $2.4, respectively. The increase for the three-month period was due to income from equity method investments and the increase for the six-month period includes a gain on the early extinguishment of debt.
Current report
Additionally, tax expense for the six months ended July 4, 2026 was unfavorably impacted by amended tax filings in Luxembourg.
Current report
The decrease in net cash from operating activities of $36.0 was primarily due to the transaction expenses paid in connection with the SPX FLOW acquisition, as well as higher interest and income tax payments, and unfavorable working capital changes primarily due to the timing of customer payments. The decrease was partially offset by increased cash generated from segment operations.
Current report
The increase in net cash provided by financing activities of $2,429.0, was primarily driven by $2,119.5 of increased long-term debt issuances, net of debt costs, primarily associated with the acquisition of SPX FLOW, a $531.9 increase in commercial paper borrowings, and a reduction of $395.9 in share repurchase activity. These increases were partially offset by $596.8 of higher long-term debt repayments, as well as an increase in dividends paid of $13.3 and higher payments for taxes related to the net share settlement of employee stock incentive plans of $6.8.
Removed paragraphs (15)
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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%.
Previous 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.
Previous 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.
Previous 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.
Previous report
Other corporate costs increased $57.3, primarily due to acquisition-related professional service costs and increased restructuring expenses.
Previous report
Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $505.0, as of April 4, 2026.
Previous 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.
Previous 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.
Reworded paragraphs (29)
Previous 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.
Current 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 28, 2025, unless stated otherwise.
Previous 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.
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, Description 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
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 wording
Geopolitical and Energy Market Risk: Geopolitical developments, including ongoing conflict and instability in the Middle East, continue to influence global supply chains, trade flows, and energy markets. During the second quarter of 2026, disruptions affecting the Strait of Hormuz and broader regional energy infrastructure contributed to heightened volatility in oil, natural gas, and shipping markets, although diplomatic efforts and ceasefire discussions have supported a partial normalization of certain trade routes and energy flows. Despite these developments, energy prices, logistics costs, and market sentiment remain sensitive to further escalation or renewed disruptions. 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.
Previous wording
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 wording
Workforce Availability and Cost: Labor markets remain competitive in certain geographies and functions, particularly for specialized technical and engineering roles, although labor availability has improved in some regions relative to recent years. Wage inflation has moderated relative to prior periods but remains above historical norms in select markets. We continue to address these dynamics through targeted talent development, workforce planning, selective automation, and digital productivity initiatives, which enhance operational efficiency 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.
Previous wording
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 wording
Technology Transformation: Advancements in automation, data analytics, artificial intelligence, and digital manufacturing platforms continue to accelerate across industrial markets and are driving increased investment across global technology value chains. We view these developments as opportunities to further enhance efficiency, reliability, and customer value; however, they also expose 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.
Previous 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
Current wording
The following table provides a summary of key performance indicators for the second quarter of 2026 as compared to the second quarter of 2025. There were four additional working days in the quarter versus the prior
Previous wording
•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 wording
•Revenue of $1,473.1 increased by $500.7 including $359.6 from acquisition contributions and $17.6 from favorable foreign currency translation. Organic revenue increased by $123.5, or 12.7%, led by aerospace and defense in CCT, growth in pump projects and valves in FT, and increased aftermarket demand for Friction and KONI defense in MT.
Previous 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.
Current wording
•Income from continuing operations was $0.95 per diluted share, a decrease of $0.57 as compared to the prior year, primarily due to acquisition-related costs. Adjusted income from continuing operations was $2.08 per diluted share, an increase of $0.32, or 18.2% compared with the prior year period. The increase was primarily driven by adjusted operating income growth from all segments, partially offset by higher interest expense, effective tax rate and weighted-average share count resulting from the acquisition of SPX FLOW.
Previous 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.
Current wording
Gross profit for the three and six months ended July 4, 2026 increased 45.4% to $510.1 and 39.3% to $938.9, respectively. The increase in gross profit for both periods was primarily driven by the acquisition of SPX FLOW, volume leverage, benefits from pricing actions, net savings from productivity and sourcing initiatives, and favorable foreign currency translations, partially offset by unfavorable sales mix and higher material and labor costs.
Previous wording
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 wording
Sales and marketing expenses increased by $36.1, or 70.2%, and $62.1, or 62.7%, respectively, for the three and six months ended July 4, 2026. The increase was primarily driven by the acquisition of SPX FLOW and higher personnel costs and commission expenses.
Previous wording
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 wording
Research and development (R&D) expenses increased $8.6, or 31.6%, and $16.3, or 31.0%, respectively, for the three and six months ended July 4, 2026. The increase was primarily due to the acquisition of SPX FLOW and the timing of R&D project activity and reimbursements.
Previous wording
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 wording
Intangible amortization increased $51.0, or 439.7%, and $63.7, or 248.8%, for the three and six months ended July 4, 2026, respectively, due to the amortization of intangible assets acquired in connection with the acquisition of SPX FLOW.
Previous wording
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 wording
MT operating income for the three and six months ended July 4, 2026 increased $10.9, or 15.3%, and $26.8, or 19.3%, respectively, primarily due to higher sales volume, net savings from productivity initiatives, and a favorable impact from foreign currency fluctuations, which was partially offset by competitive pricing dynamics.
Previous wording
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 wording
Interest expense for the three and six months ended July 4, 2026 increased by or $37.1, or 294.4%, and $52.6, or 240.2%, respectively, due to higher outstanding long-term debt and commercial paper balances during 2026, primarily stemming from the financing of the SPX FLOW acquisition.
Previous wording
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 wording
The ETR for the three and six months ended July 4, 2026 increased to 36.0% and 37.2%, respectively, primarily due to the recognition of additional tax expense related to undistributed foreign earnings and transaction-related costs incurred in connection with the acquisition of SPX FLOW. The acquisition also affected the geographic mix of earnings which further contributed to the higher effective tax rate for both periods.
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 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.
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 six months ended July 4, 2026, we had net cash distributions from foreign countries to the U.S. of $402.5. 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 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.
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 second quarter of 2026, we declared a dividend of $0.386 per share for shareholders of record on June 8, 2026, which was a 10% increase from the quarterly dividends of $0.351 that were declared in 2025. Dividend payments during the six months ended July 4, 2026 amounted to $69.5.
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 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.
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. The Company repurchased approximately $100.0 and $500.1 under our share repurchase program during the six months ended July 4, 2026 and June 28, 2025, respectively. All repurchased shares were retired immediately following the repurchases. See Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, for additional information.
Previous 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.
Current wording
During the six months ended July 4, 2026, we borrowed under U.S. and Euro commercial paper programs for general corporate purposes and lower interest rates. See Note 15, Debt, to the Consolidated Condensed Financial Statements for further information.
Previous wording
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 wording
The DDTL Loans 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.
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, 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. During the six months ended July 4, 2026, we made principal payments of $425.0 reducing the remaining outstanding principal balance to $95.0 as of July 4, 2026.
Previous wording
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 wording
The increase in net cash used in investing activities of $3,541.0 was primarily driven by the acquisition of SPX FLOW. Refer to Note 20, Acquisitions, to the Consolidated Condensed Financial Statements for further information.
Previous wording
Reconciliations of revenue to organic revenue for the three months ended April 4, 2026 are provided below.
Current wording
Reconciliations of revenue to organic revenue for the three and six months ended July 4, 2026 are provided below.
Previous 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.
Current wording
Reconciliations of operating income to adjusted operating income (loss) for the three and six months ended July 4, 2026 and June 28, 2025 are provided below.
Previous wording
(a)Acquisition-related costs include inventory fair value step-up amortization expense of $13.9.
Current wording
(a)Acquisition-related costs include inventory fair value step-up amortization expense of $43.4 and $57.3 for the three and six months ended July 4, 2026, respectively.
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 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.
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 six months ended July 4, 2026 and June 28, 2025 are provided below. Per share amounts are reported in ones and may not calculate due to rounding.
Previous wording
(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).
Current wording
(a)The three months and six months ended July 4, 2026 include tax expense on distributions of non-U.S. income of $9.7, tax expense related to undistributed foreign earnings of $1.4 and $7.8, and tax expense for uncertain positions of $3.6. In addition, the six month period included tax expense associated with amended tax filings in Luxembourg of $8.9.
Previous 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.
Current wording
(b)The three months 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 special items of $1.4 and $2.8, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Interest income for the three and six months ended July 4, 2026 increased by $1.4, or 58.3%, and $10.1, or 246.3%, respectively, 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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
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.