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What changed in ITT INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ITT INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+328 added−269 removedSource: 10-K (2026-02-09) vs 10-K (2025-02-10)

Top changes in ITT INC.'s 2025 10-K

328 paragraphs added · 269 removed · 202 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+7 added−14 removed61 unchanged
Biggest changeIn July 2024, we sold our Wolverine Advanced Materials (Wolverine) business. Wolverine will continue to act as a third-party supplier of high-performance shims and seals for ITT. The results of the Wolverine business are included in the consolidated statements of operations and cash flows until the date of divestiture.
Biggest changeMT's rail products are considered critical components because of safety requirements and thus they are designed specifically for different train applications and must satisfy strict compliance requirements. In July 2024, we sold our Wolverine Advanced Materials (Wolverine) business. Wolverine will continue to act as a third-party supplier of high-performance shims and seals for ITT.
Brands include Cannon®, VEAM®, Micro-Mode TM , and BIW Connector Systems®, which deliver solutions to enable the transfer of data, signals and power for various end-user markets including aerospace, defense, industrial, transportation, medical and energy. These brands are known for high-performance, high-reliability solutions which withstand high temperatures and pressure and are resistant to corrosive environments.
Brands include Cannon ® , VEAM ® , Micro-Mode TM , and BIW Connector Systems ® , which deliver solutions to enable the transfer of data, signals and power for various end-user markets including aerospace, defense, industrial, transportation, medical and energy. 6 These brands are known for high-performance, high-reliability solutions which withstand high temperatures and pressure and are resistant to corrosive environments.
Tailored learning programs, coaching and mentoring elevate both technical and other skills (the “know”) while challenging, well-planned work experiences and global assignments prepare ITTers for current and future roles (the “do”). Successful employee development is also supported by thoughtful plans built in partnership between employees and their managers.
Tailored learning programs, coaching and mentoring elevate both technical and other skills (the “know”) while challenging, well-planned work experiences and global assignments prepare ITTers for current and future roles (the “do”). Successful employee development is also supported by thoughtful plans built in partnership between employees and their 3 managers.
Our strategy is designed to achieve premier financial performance by combining profitable growth with operational improvements, while keeping our customers at the center of everything we do. 1 Our operational focus centers on safety, quality, delivery and cost. This is the foundation of the improvements we make in each of our businesses.
Our strategy is designed to achieve premier financial performance by combining profitable growth with operational improvements, while keeping our customers at the center of everything we do. Our operational focus centers on safety, quality, delivery and cost. This is the foundation of the improvements we make in each of our businesses.
In certain harsh environment markets, our connector products are considered market leaders because of our technological capabilities, cost performance and global footprint. 7 Products for the commercial aerospace and defense markets include industry standards-based connectors and late-stage customized solutions.
In certain harsh environment markets, our connector products are considered market leaders because of our technological capabilities, cost performance and global footprint. Products for the commercial aerospace and defense markets include industry standards-based connectors and late-stage customized solutions.
Our development planning tools and processes ensure targeted, concrete action planning, and we promote continuous feedback and regular check-ins. 4 Compensation and Benefit s We provide flexible compensation and benefits programs to help meet the needs of our employees and their families.
Our development planning tools and processes ensure targeted, concrete action planning, and we promote continuous feedback and regular check-ins. Compensation and Benefit s We provide flexible compensation and benefits programs to help meet the needs of our employees and their families.
Sales are made either directly to train manufacturers and train operators carrying out scheduled train maintenance programs or indirectly through distributors. 5 Car and Racing features performance shock absorbers often using our Frequency Selective Damping (FSD) technology. FSD products generally are used by car and racing enthusiasts who desire to modify their cars for increased handling performance and comfort.
Sales are made either directly to train manufacturers and train operators carrying out scheduled train maintenance programs or indirectly through distributors. 4 Car and Racing features performance shock absorbers often using our Frequency Selective Damping (FSD) technology. FSD products generally are used by car and racing enthusiasts who desire to modify their cars for increased handling performance and comfort.
Our businesses experience limited seasonal variations. Revenue impacts from the limited seasonal variations are typically mitigated by our backlog of orders that allows us to adjust levels of production across different periods. 10 General Developments of the Business Acquisitions and Divestitures Date of Transaction Type Segment Business Acquired Description September 12, 2024 Acquisition CCT kSARIA Parent, Inc.
Our businesses experience limited seasonal variations. Revenue impacts from the limited seasonal variations are typically mitigated by our backlog of orders that allows us to adjust levels of production across different periods. 9 General Developments of the Business Acquisitions and Divestitures Date of Transaction Type Segment Business Acquired Description September 12, 2024 Acquisition CCT kSARIA Parent, Inc.
Our inventory management and distribution practices in both build-to-order and engineer-to-order seek to improve customer delivery performance and minimize inventory holding periods. 9 Intellectual Property Where appropriate, we seek patent protection for inventions and improvements that are likely to be incorporated into our products or where proprietary rights are expected to improve our competitive position.
Our inventory management and distribution practices in both build-to-order and engineer-to-order seek to improve customer delivery performance and minimize inventory holding periods. 8 Intellectual Property Where appropriate, we seek patent protection for inventions and improvements that are likely to be incorporated into our products or where proprietary rights are expected to improve our competitive position.
Our operating results are generally exposed to fluctuations in the prices and supply constraints of raw materials and commodities due to inflation, supply chain disruptions, foreign currency fluctuations, and tariffs imposed by the U.S. and other countries. We continually monitor the business conditions of our supply chain to maintain our market position and to avoid potential supply disruptions.
Our operating results are generally exposed to fluctuations in the prices and supply constraints of raw materials and commodities due to inflation, supply chain disruptions, foreign currency fluctuations, geopolitical changes, and tariffs imposed by the U.S. and other countries. We continually monitor the business conditions of our supply chain to maintain our market position and to avoid potential supply disruptions.
As actual costs incurred at identified sites in future periods may vary from our current estimates given the inherent uncertainties in evaluating environmental exposures, it is not possible to reasonably predict the outcome of these uncertainties or any resulting impact on our financial statements.
As actual costs incurred at identified sites in future periods may vary from our current estimates given the inherent uncertainties in evaluation of environmental exposures, it is not possible to reasonably predict the outcome of these uncertainties or any resulting impact on our financial statements.
We evaluate hedging opportunities to mitigate or minimize the risk of margin erosion resulting from the volatility of commodity prices. The challenges associated with supply chain disruptions, geopolitical disruptions, and inflation are expected to continue in 2025, and we are unable to reasonably predict when they will be resolved.
We evaluate hedging opportunities to mitigate or minimize the risk of margin erosion resulting from the volatility of commodity prices. The challenges associated with supply chain disruptions, geopolitical disruptions, and inflation are expected to continue in 2026, and we are unable to reasonably predict when they will be resolved.
We believe our success is fueled by variety of thought, collaboration, and continuous learning from each other’s ideas and experiences. By fostering an engaged meritocracy, we position ourselves for sustained success in the global marketplace and the creation of long-term value for all stakeholders.
We believe our success is fueled by variety of thought, collaboration, and continuous learning from each other’s ideas and experiences. By fostering an inclusive meritocracy, we position ourselves for sustained success in the global marketplace and the creation of long-term value for all stakeholders.
Higher Performance Culture & Engaged Meritocracy At ITT, fostering a high-performance culture and engaged meritocracy is core to our values and critical to our success as a company. We are committed to cultivating an environment where varied ideas and perspectives drive engagement, innovation, and better business outcomes.
Higher Performance Culture & Inclusive Meritocracy At ITT, fostering a high-performance culture and inclusive meritocracy is core to our values and critical to our success as a company. We are committed to cultivating an environment where varied ideas and perspectives drive engagement, innovation, and better business outcomes.
Brake pads sold within the OES network generally match the specifications of an original auto platform OE brake pad and are sold either directly to OEMs or to Tier-1 brake manufacturers, such as Continental AG (Continental), or indirectly through independent distributor channels.
Brake pads sold within the OES network generally match the specifications of an original auto platform OE brake pad and are sold either directly to OEMs or to Tier-1 brake manufacturers, such as Aumovio SE, or indirectly through independent distributor channels.
Research and Development Research and Development (R&D) is key to our strategy and is generally focused on the design of highly engineered critical components. Our R&D teams develop competitive products to address our customers' needs in the markets we serve.
Research and Development Research and Development (R&D) is key to our strategy and is generally focused on the design of highly engineered critical components that operate in harsh environments. Our R&D teams develop competitive products to address our customers' needs in the markets we serve.
Our products, manufacturing processes and innovations reflect our drive to help make the world and the communities we serve more sustainable. We believe ingraining ESG priorities into our strategy will drive long-term growth and shareholder value, help our customers meet their ESG goals and, furthermore, is simply the right thing to do.
Our products, manufacturing processes and innovations reflect our drive to help make our operations and the communities we serve more sustainable. We believe ingraining these priorities into our strategy will drive long-term growth and shareholder value, help our customers meet their sustainability goals and, furthermore, is simply the right thing to do.
We operate through three primary segments: Motion Technologies (MT), Industrial Process (IP), and Connect & Control Technologies (CCT). 2024 COMPANY SNAPSHOT • $3.6 billion of sales across approx. 125 countries • Approx. 11,700 employees in 39 countries • Global presence with 67% of revenue outside the U.S. • Balanced and diversified portfolio MT is a global manufacturer of highly engineered brake pads, shock absorbers and damping technologies for the automotive and rail markets.
We operate through three primary segments: Motion Technologies (MT), Industrial Process (IP), and Connect & Control Technologies (CCT). 2025 COMPANY SNAPSHOT • $3.9 billion of sales across approx. 125 countries • Approx. 11,600 employees in 38 countries • Global presence with 65% of revenue outside the U.S. • Balanced and diversified portfolio MT is a global manufacturer of highly engineered brake pads, shock absorbers and damping technologies for the automotive and rail markets.
When value-generating opportunities arise, we seek to expand into new markets and invest in new products that leverage our deep engineering capabilities. We continue to evaluate investments that will enable us to strategically and efficiently deploy capital, including close-to-core acquisitions that have unique and differentiated products, services and technologies.
For additional information, refer to Human Capital Management below. 1 When value-generating opportunities arise, we seek to expand into new markets and invest in new products that leverage our deep engineering capabilities. We continue to evaluate investments that will enable us to strategically and efficiently deploy capital, including close-to-core acquisitions that have unique and differentiated products, services and technologies.
We are establishing a higher performance culture that goes beyond the factory floor to improve the efficiency and effectiveness of all critical processes in the value chain. These initiatives encompass not only continuous improvement principles, but also leadership, talent and cultural aspects. For additional information, refer to Human Capital Management below.
We are establishing a higher performance culture that goes beyond the factory floor to improve the efficiency and effectiveness of all critical processes in the value chain. These initiatives encompass not only continuous improvement principles, but also leadership, talent and cultural aspects.
Sales to distributors represented approximately 30% of CCT's 2024 revenue. 8 OTHER COMPANY INFORMATION Key Components and Raw Materials All of our businesses require various manufactured components and raw materials, the availability and prices of which may fluctuate.
Sales to distributors represented approximately 20% of CCT's 2025 revenue. 7 OTHER COMPANY INFORMATION Key Components and Raw Materials All of our businesses require various manufactured components and raw materials, the availability and prices of which may fluctuate.
OUR KEY BRANDS MT • ITT Friction Technologies TM • KONI ® • GALT. ® • Axtone ® • Novitek TM IP • Goulds Pumps TM • Bornemann ® • i-ALERT ® • PRO Services ® • C'treat ® • Svanehøj ® • Rheinhütte Pumpen ® • Habonim TM • Hamworthy Pumps ® • Engineered Valves ® CCT • Cannon ® • VEAM ® • BIW Connector Systems ® • Aerospace Controls TM • Enidine ® • Compact Automation TM • Neo-Dyn ® Process Controls • Conoflow ® • Micro-Mode TM • kSARIA ® Environmental, Social & Governance Environmental, social & governance (ESG) practices play an essential role in our business and are firmly rooted in how we conduct our operations and in our daily decisions.
OUR KEY BRANDS MT • ITT Friction Technologies TM • KONI ® • Novitek TM • Axtone ® IP • Goulds Pumps TM • Bornemann ® • Svanehøj ® • PRO Services ® • Rheinhütte Pumpen ® • Engineered Valves ® • Habonim TM CCT • Cannon ® • VEAM ® • BIW Connector Systems ® • Aerospace Controls • Enidine ® • Compact Automation TM • kSARIA ® • Micro-Mode TM Sustainability Sustainable practices play an essential role in our business and are firmly rooted in how we conduct our operations and in our daily business decisions.
The business generated approximately $175 in sales in 2023. Control Products The control product portfolio consists of highly engineered actuation, flow control, energy absorption, environmental control, and composite component solutions for the aerospace, defense and industrial markets.
Control Products The control product portfolio consists of highly engineered actuation, flow control, energy absorption, environmental control, and composite component solutions for the aerospace, defense and industrial markets.
For additional information regarding environmental matters, see " Critical Accounting Estimates " within Item 7, Management's Discussion and Analysis , and Note 18, Commitments and Contingencies , to the Consolidated Financial Statements. Social We recognize that sustainable performance and growth are made possible only through the efforts of our dynamic team of approximately 11,700 ITTers globally.
For additional information regarding environmental matters, see " Critical Accounting Estimates " within Item 7, Management's Discussion and Analysis , and Note 19, Commitments and Contingencies , to the Consolidated Financial Statements. Human Capital Management We believe that sustainable performance and growth are made possible only through the efforts of our dynamic team of employees.
We are proud of the strides we have made with respect to our ESG efforts to date, and will continue looking for ways to improve upon these efforts to help bring additional value to our employees, customers, communities and business. For further information regarding our ESG commitment, refer to our ITT 2024 Sustainability Report (the "2024 Sustainability Report").
We are proud of the strides we have made with respect to our sustainability efforts to date and will continue looking for ways to improve upon these efforts to help bring additional value to our employees, customers, communities and businesses.
Health, Safety and Well-being At ITT, the health, safety, and well-being of our employees is our number one priority. Our Environmental, Safety, Health and Security Council drives the systemic control of workplace risks and continual improvement of environmental and occupational safety and health protocols at all of our sites.
Our Environmental, Safety, Health and Security Council drives the systemic control of workplace risks and continual improvement of environmental and occupational safety and health protocols at all of our sites.
Additionally, ITT’s diligent remediation approach continues to effectively reduce the number of ongoing matters year after year. Environmental laws and regulations are subject to change, and the nature and timing of such changes, if any, is difficult to predict. To minimize our exposure, we have purchased insurance protection against certain environmental risks arising from our business activities.
Environmental laws and regulations are subject to change, and the nature and timing of such changes, if any, is difficult to predict. To minimize our exposure, we have purchased insurance protection against certain environmental 2 risks arising from our business activities.
The EMD is a state-of-the-art variable speed motor that eliminates the need for mechanical controls, reduces energy consumption and CO₂ output and ensures that flow controls are more precise.
For example, during 2025, we continued to invest in VIDAR ® , a state-of-the-art variable speed motor that eliminates the need for mechanical controls, reduces energy consumption and CO₂ output and ensures that flow controls are more precise.
Other than as described herein, there have been no significant developments since our previous Form 10-K filing. See Note 21, Acquisitions, Investments, and Divestitures , to the Consolidated Financial Statements for additional information. 11
Upon closing of the Acquisition, we expect SPX FLOW will form part of our Industrial Process segment. Other than as described herein, there have been no significant developments since our previous Form 10-K filing. See Note 22, Acquisitions, Investments, and Divestitures , to the Consolidated Financial Statements for additional information. 10
We invest significant resources to develop our talent to remain a global leader in the manufacturing of highly engineered customized products and solutions. We focus on providing meaningful, equitable career development pathways and support to help ITTers realize their career aspirations. Our development philosophy is built around a “know-do” framework which includes both formal training and experiential learning.
We focus on providing meaningful, equitable career development pathways and support to help ITTers realize their career aspirations. Our development philosophy is built around a “know-do” framework which includes both formal training and experiential learning.
Aftermarket Our aftermarket solutions, which represented 43% of IP's revenue in 2024, provide customers with replacement parts, services and plant optimization solutions that reduce total cost of ownership of pumps and rotating equipment, and cryogenic applications for the marine sector. In addition to providing standard repairs, IP also develops engineered solutions for specific customer process issues.
Aftermarket Our aftermarket solutions, which represented approximately 40% of IP's revenue in 2025, provide customers with replacement parts, services and plant optimization solutions that reduce total cost of ownership of pumps and rotating equipment, and cryogenic applications for the marine sector.
Separate from our Reduce–Avoid–Offset framework, we have established an internal program to assess compliance with applicable environmental requirements at our facilities. The program, which includes periodic audits of many of our locations, including our major operating facilities, is designed to identify problems in a timely manner, correct potential deficiencies and maintain continued regulatory compliance.
Additionally, ITT continues to reduce the number of ongoing matters. Separate from our Reduce–Avoid–Offset framework, we have established an internal program to assess compliance with applicable environmental requirements at our facilities. The program is designed to identify problems in a timely manner, correct potential deficiencies and maintain continued regulatory compliance. We also conduct environmental due diligence during mergers and acquisitions.
ITT also implements a robust environmental due diligence process during mergers and acquisitions. As a result of ITT’s ongoing compliance and diligence efforts, ITT's environmental liabilities are, for the most part, not associated with current operating facilities (only two of ITT's 26 locations with current environmental obligations are associated with active operating sites).
We closely monitor our environmental responsibilities, together with trends in environmental laws. As a result of ITT's ongoing compliance and diligence efforts, ITT's environmental liabilities are, for the most part, not associated with current operating facilities (only two of ITT's 26 locations with current environmental obligations are associated with active operating sites).
We continue to grow our core businesses and enhance the ITT portfolio further through mergers and acquisitions. In 2024, we have taken a significant step in reshaping the ITT portfolio towards attractive pump applications and defense and aerospace interconnect markets, while reducing our automotive exposure.
We continue to grow our core businesses and enhance the ITT portfolio further through mergers and acquisitions, reshaping the portfolio towards attractive pump applications and defense and aerospace interconnect markets, while reducing our automotive exposure. In December 2025, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with LSF11 Redwood Parent, L.P.
Additionally, our Friction brake pad business, a global leader in R&D for braking technologies, continues to develop new brake pad formulations for electric and hybrid vehicles, as well as ground-breaking innovations for low-emission braking technology.
Additionally, our Friction brake pad business, a global leader in braking technologies, continues to develop new brake pad formulations for electric and hybrid vehicles, as well as ground-breaking innovations for low-emission braking technology. This includes the Geo-Pad, a greener brake pad using a proprietary inorganic green binder that delivers superior performance and reduces environmental impact.
In the U.S., these include, but are not limited to, the Federal Clean Air Act, the Clean Water Act, the Resource, Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act. We closely monitor our environmental responsibilities, together with trends in environmental laws.
Environmental Regulations We are subject to stringent federal, state, local, and foreign environmental laws and regulations concerning air emissions, water discharges and waste disposal. In the U.S., these include, but are not limited to, the Federal Clean Air Act, the Clean Water Act, the Resource, Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act.
Our approach to environmental stewardship falls into three categories: ▪ Development of innovative products that help customers reduce their greenhouse gas (GHG) emissions, achieve their sustainability goals and comply with emissions reduction regulations; ▪ Investment in technologies and processes to reduce CO 2 emissions, waste sent to landfills, water usage and increase our energy supply security through solar installations; and ▪ Development of a credible path to carbon neutrality through our Reduce–Avoid–Offset framework, in which we seek to reduce our carbon footprint and commit to using renewable energy sources.
Our environmental initiatives fall into three categories: ▪ Development of innovative products that help enable customers to operate more efficiently, reduce total cost of ownership and produce environmentally friendly technologies and processes; ▪ Investment in technologies and processes to reduce CO 2 emissions, waste sent to landfills, water usage and increase our energy supply security through solar installations; and ▪ Decrease harmful emissions through our Reduce–Avoid–Offset framework, in which we seek to reduce our carbon footprint and commit to using renewable energy sources.
These automaker requests are generally formalized through supply agreements signed directly between MT and the automakers. The remainder of MT's sales to Continental is through a long-term agreement to supply Continental with aftermarket parts. MT is a global leader in rail suspension components, freight coupling devices currently used in Europe and crash absorption systems.
The remainder of MT's sales to Aumovio is through a long-term agreement to supply Aumovio with aftermarket parts. MT is a global leader in rail suspension components, freight coupling devices currently used in Europe and crash absorption systems. Competitive drivers in MT's rail business include customer intimacy, price, technical expertise and product performance.
The majority of our employees are eligible for either a performance-based bonus or a statutory profit-sharing payment. The bonus plans align employee compensation with financial or operational results and individual performance. With respect to stock awards, we have used discretionary equity-based grants with time-based vesting conditions to facilitate the retention of key personnel, particularly those identified as high-performing talent.
The majority of our employees are eligible for either a performance-based bonus or a statutory profit-sharing payment. The bonus plans align employee compensation with financial or operational results and individual performance.
(kSARIA), a leading producer and supplier of mission-critical connectivity solutions for the defense and aerospace end markets. kSARIA produces highly engineered cable assemblies for avionics, sensors, communications and networking applications that are highly complementary to ITT’s existing connector portfolio. Headquartered in Hudson, New Hampshire, kSARIA has approximately 1,000 employees across six manufacturing sites in North America.
(kSARIA), a leading producer and supplier of mission-critical connectivity solutions for the defense and aerospace end markets. kSARIA produces highly engineered cable assemblies for avionics, sensors, communications and networking applications that are highly complementary to ITT’s existing connector portfolio. Brands include kSARIA, Compulink, The Charles E. Gillman Company, TopFlite Components, and Co-Operative Industries Aerospace and Defense (CIA&D).
IP's customers operate in global infrastructure and natural resource markets such as energy, chemical and petrochemical, pharmaceutical, general industrial, marine, mining, pulp and paper, food and beverage, power generation and biopharmaceutical.
IP's products serve an extensive base of customers ranging from large multi-national companies and engineering, procurement and construction (EPC) firms to regional distributors and various other end-users. IP's customers operate in global infrastructure and natural resource markets such as energy, chemical and petrochemical, pharmaceutical, general industrial, marine, mining, pulp and paper, food and beverage, power generation and biopharmaceutical.
In addition, we work closely with our customers to engineer solutions to fit their particular applications, thus enabling our customers to achieve their goals. For example, during 2024, we continued to invest in the Embedded Motor Drive (EMD), which is now in customer field trials.
In addition, we work closely with our customers to engineer solutions to fit their particular applications, thus enabling our customers to achieve their goals.
We strive to make ITT an engaging and safe workplace for all, and to create a higher performance culture with opportunities and training for all employees to develop and grow professionally and personally. In addition, we offer competitive compensation, benefits, and health and wellness programs.
In order to continue innovating in the industries and key end markets we serve, ITT remains committed to attracting and retaining top talent globally. We strive to make ITT an engaging and safe workplace for all, and to create a higher performance culture with opportunities and training for all employees to develop and grow professionally and personally.
In 2024, supply disruptions for raw materials and component parts adversely affected our ability to deliver products to our customers. Because of the rising demand for raw materials globally, we have experienced increases in prices and delays in supply, particularly in the first half of the year, which impacted our financial results.
In 2025, while fluctuations occurred due to the factors previously referenced, we are mitigating to avoid customer disruptions with a region-for-region approach, where possible. Because of the rising demand for raw materials globally, we have experienced increases in prices and delays in supply, particularly in the first half of the year, which impacted our financial results.
In addition, many of our employees outside the U.S. are covered by collective agreements or represented by works councils or other groups. We continually focus on building strong relationships with our employees. and we have not experienced any material strikes or work stoppages in the past several years.
We continually focus on building strong relationships with our employees, and we have not experienced any material strikes or work stoppages in the past several years. Health, Safety and Well-being At ITT, the health, safety, and well-being of our employees is our number one priority.
MT's sales to Continental, a supplier to the automotive industry and MT's largest customer, represented 17% of MT's revenue, and approximately 7% of ITT's total revenue in 2024. Automaker requests to use ITT brake pads in their Continental-produced braking systems (calipers) typically account for approximately half of MT's revenue from Continental.
Combined sales to Aumovio and Continental AG during 2025 represented 17% of MT's revenue, and approximately 6% of ITT's total revenue. Automaker requests to use ITT brake pads in their Aumovio-produced braking systems (calipers) typically represents approximately 50% of MT's OE revenue from Aumovio. These automaker requests are generally formalized through supply agreements signed directly between MT and the automakers.
Svanehøj is a Denmark-based supplier of pumps and related aftermarket services with leading positions in cryogenic applications for the marine sector. Svanehøj employs approximately 400 employees and has operations in Denmark, Singapore and France. Svanehøj had sales of approximately $148 in 2023.
Svanehøj In January 2024, we acquired Svanehøj Group A/S (Svanehøj) incorporating the Svanehøj ® and Hamworthy Pumps ® brand pumps into IP's portfolio. Svanehøj is a supplier of pumps and related aftermarket services with leading positions in cryogenic applications for the marine sector.
Our most recent Employment Information Report (EEO-1 report) is available at www.itt.com/our-people/eeo-1-report, where we will also post our 2024 EEO-1 report when it becomes available . Talent Development In order to foster a higher-performance culture, we are committed to maintaining effective strategies to support recruiting and hiring, onboarding and training, compensation planning, performance management and professional development.
Talent Development In order to foster a higher-performance culture, we are committed to maintaining effective strategies to support recruiting and hiring, onboarding and training, compensation planning, performance management and professional development. We invest significant resources to develop our talent to remain a global leader in the manufacturing of highly engineered customized products and solutions.
As of December 31, 2024, we had approximately 11,700 employees located in 39 countries, including approximately 3,400 employees in the U.S. As of December 31, 2024, approximately 13% of our U.S. employees are represented by unions. No one unionized facility in the U.S. accounted for more than 15% of ITT's total revenues.
In addition, we offer competitive compensation, benefits, and health and wellness programs. As of December 31, 2025, we had approximately 11,600 employees located in 38 countries, including approximately 3,300 employees in the U.S. As of December 31, 2025, approximately 5% of our U.S. employees are represented by unions.
Svanehøj Tank Control Systems develops and produces technologies that enhance the safety of liquified natural gas (LNG), cryogenic and refrigerated storage – both onshore and offshore. 6 Industrial Pumps Industrial pumps are used by a wide array of customers and applications primarily in the chemical, energy, marine, mining, general industrial, pharmaceutical and power generation markets.
IP's marketplace-recognized brands include Goulds Pumps TM , Bornemann ® , Rheinhütte Pumpen ® , Engineered Valves ® , PRO Services ® , Habonim TM , and Svanehøj ® . 5 Industrial Pumps Industrial pumps are used by a wide array of customers and applications primarily in the chemical, energy, marine, mining, general industrial, pharmaceutical and power generation markets.
Examples include innovative technologies like PumpSmart ® Control & Protection Technology and i-ALERT ® Equipment Health Monitoring Devices, which remotely control and monitor pumps and other rotating equipment in an industrial environment. Other Information IP has a global manufacturing footprint with significant operations in the United States, South Korea, Saudi Arabia, Mexico, Germany, Denmark, and Singapore.
Svanehøj Tank Control Systems develops and produces technologies that enhance the safety of liquified natural gas (LNG), cryogenic and refrigerated storage – both onshore and offshore. Other Information IP has a global manufacturing footprint with significant operations in the United States, South Korea, Saudi Arabia, Mexico, Germany, Denmark, and Singapore.
SEGMENT INFORMATION See Note 3, Segment Information , to the Consolidated Financial Statements for financial information about each of our segments.
With respect to stock awards, we have used discretionary equity-based grants with time-based vesting conditions to facilitate the retention of key personnel, particularly executives and those identified as high-performing talent. SEGMENT INFORMATION See Note 3, Segment Information , to the Consolidated Financial Statements for financial information about each of our segments.
Industrial Process (IP) The Industrial Process segment is an OEM and an aftermarket parts and service provider of industrial pumps, valves, plant optimization and remote monitoring systems and services. IP's products serve an extensive base of customers ranging from large multi-national companies and engineering, procurement and construction (EPC) firms to regional distributors and various other end-users.
The results of the Wolverine business are included in the consolidated statements of operations and cash flows until the date of divestiture. Industrial Process (IP) The Industrial Process segment is an OEM and an aftermarket parts and service provider of industrial pumps, valves, plant optimization and remote monitoring systems and services.
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Environmental We recognize climate change is a global crisis and we are committed to doing our part to reduce the environmental impact of our operations.
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ITT's sustainability results, strategy and initiatives are discussed further in our 2025 SustainabilITTy Update, which can be found on our website at www.itt.com/sustainability. This report is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
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We partner with our customers to solve challenging problems and deliver best-in-class solutions. ITT's products enable our customers to operate more efficiently, reduce their total cost of ownership and produce sustainable, environmentally friendly technologies and processes. At the same time, it is imperative for our business to ensure our operations are efficient, sustainable and environmentally conscious.
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No one unionized facility in the U.S. accounted for more than 10% of ITT's total revenues. In addition, many of our employees outside the U.S. are covered by collective agreements or represented by works councils or other groups.
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In 2021, we launched our Reduce–Avoid–Offset framework as part of our development of a credible plan to carbon neutrality. After developing the framework, we announced a goal of reducing our global Scope 1 and 2 GHG emissions for all of ITT by 10% by the end of 2026, compared to 2021.
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Our most recent Employment Information Report (EEO-1 report) is available at www.itt.com/our-people/eeo-1-report, where we will also post our 2025 EEO-1 report when it becomes available. This report is not incorporated by reference and should not be considered part of this Annual Report on Form 10-K.
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In 2022, we launched a 2 pilot program at our three most energy-intensive locations geared towards more precise measurement and analysis of Scope 1 and 2 GHG emissions. In 2023, we expanded the program to include sites in Czechia and Mexico, and in 2024, we added our Italy and China sites to the program's scope.
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ITT's long-time customer, Continental AG, completed the spin-off of its automotive group sector in September 2025, resulting in the establishment of Aumovio SE ("Aumovio") as an independent, publicly traded company listed on the Frankfurt Stock Exchange. Following the spin-off, Aumovio is ITT's largest customer.
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Additionally, in 2024, we continued our investments in solar energy by adding installations at our Orchard Park, New York, and Lancaster, Pennsylvania sites, with more efficiency projects planned. We are subject to stringent federal, state, local, and foreign environmental laws and regulations concerning air emissions, water discharges and waste disposal.
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In Connect & Control Technologies, we advanced several connector and cable‑assembly development programs, including new high‑reliability and fiber‑optic solutions supporting recent aerospace and defense awards. These innovations enhance signal integrity, withstand extreme environmental conditions, and address growing demand for higher‑speed data transmission in mission‑critical systems.
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Given this, one of our most important commitments as a company is to create an engaging, inspiring place to work and drive actions that enable every individual's full potential and performance. ITT provides an employee stock purchase program benefit to U.S. employees as an opportunity to invest in ITT stock at a discounted price and share in the company's success.
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(the "Seller"), LSF11 Redwood TopCo LLC (the "Target") and ITT Industries Holdings, Inc., our wholly owned subsidiary, to acquire SPX FLOW, (the "Acquisition"), a subsidiary of the Target and a leading provider of pumps, valves, mixers, aftermarket services, and other flow and process solutions, for an aggregate purchase price of approximately $4,775 payable at closing of the Acquisition, comprised of $4,075 in cash and 3,839,824 shares of our common stock, subject to customary closing conditions, including regulatory approvals.
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Refer to the " Human Capital Management " section below for further information. Governance Our Board of Directors (the “Board”) is composed of highly experienced and diverse individuals. The role of the Board is to oversee the affairs of the Company, including those pertaining to ESG, and to ensure the overall success of the business.
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We expect the Acquisition to add critical equipment and adjacent flow and process technologies that extend our capabilities to address complex customer challenges across a wide variety of key growth markets, including food & beverage, personal care, industrial, chemical, energy and mining. As part of the Acquisition, we will add approximately 3,800 employees to our workforce.
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ITT's Board believes in strong corporate governance and is committed to sound principles and practices. Meanwhile, our ethics and compliance and enterprise risk management programs, and ongoing shareholder engagement, help us to understand key risks and market trends as an organization and deploy resources appropriately to meet our current and future needs.
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ITT has been an early adopter of many of the most significant governance advances over the last two decades, including majority voting for uncontested director elections, proxy access bylaws, an independent Board Chair and shareholder rights to call a special meeting.
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The growing complexity and frequency of cyber threats underscore the need for robust cybersecurity and data governance across all business areas. ITT is dedicated to enhancing our cybersecurity measures to safeguard employee, customer, and partner data against current and future threats.
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Protecting data integrity is essential for fostering a high-performance culture, meeting customer needs, and ensuring our ongoing growth and success. For additional details regarding cybersecurity matters, see " Cybersecurity " within Item 1C.
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It is available on our website at www.itt.com/sustainability. 3 Human Capital Management We believe that sustainable performance and growth are made possible only through the efforts of our dynamic team of employees. In order to continue innovating in the industries and key end markets we serve, ITT remains committed to attracting and retaining top talent globally.
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Competitive drivers in MT's rail business include customer intimacy, price, technical expertise and product performance. MT's rail products are considered critical components because of safety requirements and thus they are designed specifically for different train applications and must satisfy strict compliance requirements.
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IP's marketplace-recognized brands include Goulds Pumps TM , Bornemann®, Rheinhütte Pumpen®, Engineered Valves®, PRO Services®, C'treat®, i-ALERT® and, Habonim TM , In January 2024, we acquired Svanehøj Group A/S (Svanehøj) incorporating the Svanehøj® and Hamworthy Pumps® brand pumps into IP's portfolio.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeLegal and Regulatory Risks We are subject to risks related to government contracting, including changes in levels of government spending and regulatory and contractual requirements applicable to sales to the U.S. government. Our CCT and MT segments derive a portion of their revenue from sales to U.S. government customers and higher tier contractors who sell to the U.S. government.
Biggest changeOur CCT and MT segments derive a portion of their revenue from sales to U.S. government customers and higher tier contractors who sell to the U.S. government. The government's expenditures are subject to political and budgetary fluctuations and constraints, which may result in significant unexpected changes in levels of demand for our products.
Additionally, fluctuating energy demand forecasts and commodity pricing and other macroeconomic factors may cause our customers to be more conservative in their capital planning, which could reduce demand for our products and services, result in the delay or cancellation of existing orders, or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs.
Additionally, fluctuating energy demand forecasts and commodity pricing and other macroeconomic factors may cause our customers to be more conservative in their capital planning, which could reduce demand for our products and services, result in the delay 16 or cancellation of existing orders, or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs.
In addition, as we identify ESG topics for voluntary disclosure and work to align with the recommendations of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) standards and our own assessment of priority of ESG issues, we have expanded and, in the future, may continue to expand our disclosures in these areas.
In addition, as we identify sustainability topics for voluntary disclosure and work to align with the recommendations of the Financial Stability Board’s Task Force on Climate-Related Financial Disclosures (TCFD) and Sustainability Accounting Standards Board (SASB) standards and our own assessment of priority of sustainability issues, we have expanded and, in the future, may continue to expand our disclosures in these areas.
The loss of this customer, or a reduction in this customer's market share could have a material adverse effect on our business, results of operations or financial condition. 15 Due to our operations and sales outside of the U.S., we are subject to inherent business risks, including the imposition of tariffs, which may adversely affect our financial results.
The loss of this customer, or a reduction in this customer's market share could have a material adverse effect on our business, results of operations or financial condition. Due to our operations and sales outside of the U.S., we are subject to inherent business risks, including the imposition of tariffs, which may adversely affect our financial results.
Product liability claims or product recalls in the future, regardless of their ultimate outcome, could have an adverse effect on our reputation and on our ability to attract and retain customers for our products. Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
Product liability claims or product recalls in the future, regardless of their ultimate outcome, could have an adverse effect on our reputation and on our ability to attract and retain customers for our products. 19 Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control.
The 14 unavailability of our information technology systems, the failure of these systems to perform as anticipated for any reason, or any significant breach of security could cause significant disruption to our business or could result in decreased performance and increased costs. We continue to monitor data security regulations in the jurisdictions in which we operate.
The unavailability of our information technology systems, the failure of these systems to perform as anticipated for any reason, or any significant breach of security could cause significant disruption to our business or could result in decreased performance and increased costs. We continue to monitor data security regulations in the jurisdictions in which we operate.
The Inflation Reduction Act includes a new corporate alternative minimum tax (the Corporate AMT) of 15% on the adjusted financial statement income (AFSI) of corporations with an average AFSI exceeding $1.0 billion over a three-year period. The Corporate AMT was effective for the Company beginning in 2023.
The Inflation Reduction Act includes a new corporate alternative minimum tax (the Corporate AMT) of 15% on the adjusted financial statement income (the "AFSI") of corporations with an average AFSI exceeding $1.0 18 billion over a three-year period. The Corporate AMT was effective for the Company beginning in 2023.
These risks, in turn, could have a material adverse effect on our business results of operations and financial condition. 16 Our business is impacted by our customers' levels of capital investment, maintenance expenditures, production, and market cyclicality.
These risks, in turn, could have a material adverse effect on our business results of operations and financial condition. Our business is impacted by our customers' levels of capital investment, maintenance expenditures, production, and market cyclicality.
Our future success will continue to depend, to a significant extent, on our ability to attract or retain engineers, senior management, our skilled labor source and other key personnel, which will depend on our ability to offer competitive compensation, training, flexibility and other benefits that our current and prospective employees desire. 13 Failure to provide high quality and reliable products, innovate or respond to competitors in our markets or protect our intellectual property rights could adversely impact our business and financial results.
Our future success will continue to depend, to a significant extent, on our ability to attract or retain engineers, senior management, our skilled labor source and other key personnel, which will depend on our ability to offer competitive compensation, training, flexibility and other benefits that our current and prospective employees desire. 12 Failure to provide high quality and reliable products, innovate or respond to competitors in our markets or protect our intellectual property rights could adversely impact our business and financial results.
Any further delay in our suppliers’ abilities to provide us with sufficient quality or flow of materials or any supplier price increases, or any decreased availability of raw materials or commodities, could further impair our ability to deliver products to our customers and may impact our profitability. 12 Recent mergers, acquisitions or venture investments could present operational challenges and past divestitures and spin-offs may expose us to potential liabilities, all of which could adversely affect our results of operations and financial position.
Any further delay in our suppliers’ abilities to provide us with sufficient quality or flow of materials or any supplier price increases, or any decreased availability of raw materials or commodities, could further impair our ability to deliver products to our customers and may impact our profitability. 11 Recent mergers, acquisitions or venture investments could present operational challenges and past divestitures and spin-offs may expose us to potential liabilities, all of which could adversely affect our results of operations and financial position.
Given the AFSI threshold, the Corporate AMT was not applicable to the Company in 2024, but the Corporate AMT may have potential impacts on our future U.S. tax expense, cash taxes and effective tax rate. Additionally, the Inflation Reduction Act imposes a 1% excise tax on the fair market value of net stock repurchases made after December 31, 2022.
Given the AFSI threshold, the Corporate AMT was not applicable to the Company in 2025, but the Corporate AMT may have potential impacts on our future U.S. tax expense, cash taxes and effective tax rate. Additionally, the Inflation Reduction Act imposes a 1% excise tax on the fair market value of net stock repurchases made after December 31, 2022.
Requests by automakers to use ITT brake pads in their Continental-produced braking systems (calipers) typically account for approximately half of MT's revenue from Continental. These automaker requests are generally formalized through supply agreements signed directly between MT and the automakers.
Requests by automakers to use ITT brake pads in their Aumovio produced braking systems (calipers) typically account for approximately half of MT's revenue from Aumovio. These automaker requests are generally formalized through supply agreements signed directly between MT and the automakers.
In October 2021, the Organization for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, which is a multi-jurisdictional plan of action to address base erosion and profit shifting.
In October 2021, the Organisation for Economic Cooperation and Development (OECD) and G20 Finance Ministers reached an agreement, known as Base Erosion and Profit Shifting (BEPS) Pillar Two, which is a multi-jurisdictional plan of action to address base erosion and profit shifting.
This shortage has created difficulties for the Company in attracting and retaining factory employees, in meeting customer demand and in controlling labor costs. We currently have a significant number of open positions, and we expect this to remain so in 2025.
This shortage has created difficulties for the Company in attracting and retaining factory employees, in meeting customer demand and in controlling labor costs. We currently have a significant number of open positions, and we expect this to remain so in 2026.
Statements about our ESG initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Statements about our sustainability initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
However, our hedging strategy may fail to reduce our exposure and could even result in an unfavorable impact on our financial results. Refer to Note 20, Derivative Financial Instruments , for further information.
However, our hedging strategy may fail to reduce our exposure and could even result in an unfavorable impact on our financial results. Refer to Note 21, Derivative Financial Instruments , for further information.
The remainder of MT's sales to Continental in 2024 was generated from a 10-year agreement to supply Continental with aftermarket parts, which is effective through December 31, 2033, although there can be no assurance that we are able to retain this customer's business in the future.
The remainder of MT's sales to Aumovio in 2025 was generated from a 10-year agreement to supply Aumovio with aftermarket parts, which is effective through December 31, 2033, although there can be no assurance that we are able to retain this customer's business in the future.
There is an increasing focus from certain investors, customers and other key stakeholders on corporate responsibility, specifically related to ESG matters, including companies' contribution to climate change and loss of biodiversity.
There is an increasing focus from certain investors, customers and other key stakeholders on corporate responsibility, specifically related to environmental, social, and governance ("ESG") matters, including companies' contribution to climate change and loss of biodiversity.
Any new or continued trade disputes or increased tensions between the U.S. and other countries, and any governmental actions, including further increases of existing tariffs or the imposition of new tariffs, may continue to adversely impact demand for our products, increase our costs, and disrupt our supply chain.
Any new or continued trade disputes or increased tensions between the U.S. and other countries, and any governmental actions, including further increases of existing tariffs or the imposition of new tariffs, or changes to trade agreements applicable to our operations, may continue to adversely impact demand for our products, increase our costs, and disrupt our supply chain.
Additionally, requirements on U.S. public companies and companies with European operations with regards to ESG compliance have been increasing and may continue to increase, including, but not limited to, the SEC's rule requiring extensive climate-related disclosures, California's Climate Accountability Laws, and the European Union's Corporate Sustainability Reporting Directive (CSRD), which will require third-party 17 assurance disclosures.
Additionally, requirements on U.S. public companies and companies with European operations with regards to ESG compliance have been increasing and may continue to increase, including, but not limited to California's Climate Accountability Laws and the European Union's Corporate Sustainability Reporting Directive (CSRD), which will require third-party assurance disclosures.
These laws could require us to incur substantial expenses. Environmental laws and regulations allow for the assessment of substantial fines and criminal sanctions as well as facility shutdowns to address violations and may require the installation of costly pollution control equipment or operational changes to limit emissions or discharges.
Environmental laws and regulations allow for the assessment of substantial fines and criminal sanctions as well as facility shutdowns to address violations and may require the installation of costly pollution control equipment or operational changes to limit emissions or discharges.
A significant portion of our revenue is derived from a single customer. Loss of this customer, a loss of business with this customer, or a reduction in this customer's market share, could adversely impact our financial results. Sales to Continental, a supplier to the automotive industry and ITT's largest customer, were approximately 7% of our total revenue in 2024.
A significant portion of our revenue is derived from a single customer. Loss of this customer, a loss of business with this customer, or a reduction in this customer's market share, could adversely impact our financial results. Sales to Aumovio SE, a supplier to the automotive industry and ITT's largest customer, were approximately 6% of our total revenue in 2025.
Our international operations, including U.S. exports, comprise a growing portion of our operations and are a strategic focus for continued future growth. Our sales in emerging markets such as Mexico, South America, China, and the Middle East have been increasing. In both 2024 and 2023, approximately 67% of our total sales were to customers operating outside of the United States.
Our international operations, including U.S. exports, comprise a growing portion of our operations and are a strategic focus for continued future growth. We have sales in emerging markets such as Mexico, South America, China, and the Middle East. In 2025, approximately 65% of our total sales were to customers operating outside of the United States.
Our customer's businesses, particularly those in the energy, chemical and mining industries, which represented approximately 11%, 8%, and 3%, respectively, of our 2024 revenue, are to varying degrees cyclical and have experienced, and may in the future experience, periodic downturns of varying severity.
Our customers' businesses, particularly those in the energy, chemical and mining industries, which represented approximately 16%, 9%, and 3%, respectively, of our 2025 revenue, are to varying degrees cyclical and have experienced, and may in the future experience, periodic downturns of varying severity.
Acquisitions involve a number of risks and present financial, managerial and operational challenges that could have a material adverse effect on our reputation, financial results and business.
Acquisitions, including the pending acquisition of SPX FLOW, involve a number of risks and present financial, managerial and operational challenges that could have a material adverse effect on our reputation, financial results and business.
We are subject to a variety of federal, state, local and foreign laws, rules and regulations related to the use, storage, handling, discharge or disposal of certain toxic, volatile or otherwise hazardous chemicals, gases and other substances used in manufacturing our products, as well as laws related to greenhouse gas emissions (including cap-and-trade laws).
We are subject to a variety of federal, state, local and foreign laws, rules and regulations related to the use, storage, handling, discharge or disposal of certain chemicals used in manufacturing our products, as well as laws related to greenhouse gas emissions (including cap-and-trade laws). These laws could require us to incur substantial expenses.
Our business relies on third-party suppliers for raw materials, components and contract manufacturing services to produce our products. Commodity prices and the prices for other raw materials necessary for production have fluctuated, and may continue to fluctuate, and in 2024 increases in raw material costs negatively impacted our financial results.
Our business relies on third-party suppliers for raw materials, components and contract manufacturing services to produce our products. Commodity prices and the prices for other raw materials necessary for production have fluctuated, and may continue to fluctuate, which represent a potential risk for our financial results.
Internal Revenue Service and other U.S. and non-U.S. tax authorities, and we may be subject to additional examinations in the future. The tax authorities may disagree with our tax treatment of certain material items and thereby increase our tax liability.
Internal Revenue Service and other U.S. and non-U.S. tax authorities, and we may be subject to additional examinations in the future. The tax authorities may disagree with our tax treatment of certain material items and thereby increase our tax liability. Failure to sustain our position in these matters could result in a material adverse effect on our financial statements.
Refer to Note 21, Acquisitions, Investments, and Divestitures , for further information regarding acquisitions and investments made during the year. Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses we acquire, a level of risk remains regarding the actual operating condition of these businesses.
Although we conduct what we believe to be a prudent level of investigation regarding the operating and financial condition of the businesses we acquire, a level of risk remains regarding the actual operating condition of these businesses.
Although we have been mitigating, and will continue attempting to mitigate, the impact of tariffs by supplier and customer negotiations, diversification strategies and pricing actions, there can be no assurance that our mitigation actions will be effective. At this time, it remains unclear what further measures will be implemented or if additional countries will impose retaliatory tariffs.
Although we have been mitigating, and will continue attempting to mitigate, the impact of tariffs by supplier and customer negotiations, diversification strategies and pricing actions, there can be no assurance that our mitigation actions will be effective.
If our ESG-related data, processing and reporting are incomplete or inaccurate, if we fail to achieve progress on our metrics on a timely basis or at all, or if we fail to satisfy the expectations of investors and other key stakeholders, our reputation, business, and financial performance could be adversely affected.
If our sustainability-related data, processing and reporting are incomplete or inaccurate, if we fail to achieve progress on our metrics on a timely basis or at all, or if we fail to satisfy the expectations of investors and other key stakeholders, our reputation, business, and financial performance could be adversely affected. 17 Legal and Regulatory Risks We are subject to risks related to government contracting, including changes in levels of government spending and regulatory and contractual requirements applicable to sales to the U.S. government.
Our business exposes us to potential product liability risks that are inherent in the design, manufacture, and marketing of products for the markets we serve. In addition, many of the devices we manufacture and sell are critical components designed to be used in harsh environments for long periods of time where the cost of failure is high.
In addition, many of the devices we manufacture and sell are critical components designed to be used in harsh environments for long periods of time where the cost of failure is high.
Failure to sustain our position in these matters could result in a material adverse effect on our financial statements. 18 We are closely monitoring the potential passage of new U.S. and foreign tax legislation, which could result in substantial changes to the current U.S. or foreign tax systems.
We are closely monitoring the potential passage of new U.S. and foreign tax legislation, which could result in substantial changes to the current U.S. or foreign tax systems.
We regularly review our portfolio of businesses and pursue growth through the acquisition of other companies, assets and product lines that either complement or expand our existing businesses. In addition, from time to time, we make minority investments in other early-stage companies, and we risk losing part or all of our capital in any such investment.
In addition, from time to time, we make minority investments in other early-stage companies, and we risk losing part or all of our capital in any such investment.
Indiana law also imposes some restrictions on mergers and other business combinations between any holder of 10% or more of our outstanding common stock and us as well as certain restrictions on the voting rights of "control shares" of an "issuing public corporation." 20
Indiana law also imposes some restrictions on mergers and other business combinations between any holder of 10% or more of our outstanding common stock and us as well as certain restrictions on the voting rights of "control shares" of an "issuing public corporation." Pending SPX FLOW Acquisition Risks The acquisition of SPX FLOW (the "Acquisition") may not be completed within the expected timeframe, or at all, and the failure to complete the Acquisition could adversely impact our stock price and our future business and financial results.
Furthermore, information technology security threats are increasing in sophistication, intensity and frequency. A cybersecurity incident may occur, including breaches that we may be unable to detect in a timely manner.
Furthermore, information technology security threats are increasing in sophistication, intensity and frequency. A cybersecurity incident may occur, including breaches that we may be unable to detect in a timely manner. 13 The integration of artificial intelligence ("AI") into our engineering and manufacturing processes could amplify cybersecurity risks, including unauthorized access to proprietary data and disruption of production systems.
Because a significant portion of our sales are to customers operating outside the U.S., our financial results have been, and may continue to be, adversely impacted by foreign currency fluctuations, which are influenced by changes in global macroeconomic conditions.
Governments of emerging market countries may also impose limitations or prohibitions on our ability to repatriate funds, impose or increase withholding or other taxes on remittances and other payments to us, seek to nationalize our assets, or impose or increase investment barriers or other restrictions that may adversely affect our business. 15 Because a significant portion of our sales are to customers operating outside the U.S., our financial results have been, and may continue to be, adversely impacted by foreign currency fluctuations, which are influenced by changes in global macroeconomic conditions.
In response to prior tariffs, certain governments imposed retaliatory tariffs on various goods, and in response to new or increased U.S. tariffs, have threatened to similarly retaliate. Prior tariffs have negatively impacted demand for our products as well as the cost of certain parts and materials that we purchase from vendors located overseas, particularly in China.
These reciprocal trade measures have contributed to increased uncertainty in global trade policy and supply chain dynamics. Prior tariffs have negatively impacted demand for our products as well as the cost of certain parts and materials that we purchase from vendors located overseas, particularly in China.
The government's expenditures are subject to political and budgetary fluctuations and constraints, which may result in significant unexpected changes in levels of demand for our products. In addition, the award, administration and performance of government contracts are subject to regulatory and contractual requirements that differ significantly from the terms and conditions that apply to contracts with our non-governmental customers.
In addition, the award, administration and performance of government contracts are subject to regulatory and contractual requirements that differ significantly from the terms and conditions that apply to contracts with our non-governmental customers. We have in the past and may in the future be subject to audits and investigations to evaluate our compliance with these requirements.
Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation and result in significant expenditures in investigating and responding to such actions. 19 We are subject to laws, regulations and potential claims relating to product liability.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation and result in significant expenditures in investigating and responding to such actions.
The ESG factors by which companies’ corporate responsibility practices are assessed have been evolving and may continue to evolve.
New U.S. and European Union climate-related disclosure requirements may require additional systems, internal controls, and assurance processes that could increase compliance costs. The ESG factors by which companies’ corporate responsibility practices are assessed have been evolving and may continue to evolve.
Over the last seven years the U.S. government has undertaken a series of actions to increase tariffs on certain goods imported into the U.S. There is a possibility the current presidential administration may also impose new or increased U.S. import tariffs, initially focusing on goods from Mexico, Canada, and China, with the potential for additional countries to be affected.
Over the last several years the U.S. government has undertaken a series of actions to increase tariffs on certain goods imported into the U.S., particularly from China and other key trading partners.
Although the impact of this provision was not material in 2024 and future impacts will be dependent on the extent of share repurchases made in future periods, there can be no assurance that our business operations and financial condition will not be materially impacted by this provision in the future.
Although the impact of this provision was not material in prior years, we incurred $5.0 of excise tax on stock repurchases in 2025, and future impacts will depend on the extent of share repurchases in subsequent periods.
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In 2024, decreased availability of raw materials and component parts adversely affected our ability to deliver products to our customers and resulted in increased backlog.
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We regularly review our portfolio of businesses and pursue growth through the acquisition of other companies, assets and product lines that either complement or expand our existing businesses.
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Governments of emerging market countries may also impose limitations or prohibitions on our ability to repatriate funds, impose or increase withholding or other taxes on remittances and other payments to us, seek to nationalize our assets, or impose or increase investment barriers or other restrictions that may adversely affect our business.
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For example, on December 4, 2025, we entered into the Purchase Agreement for the acquisition of SPX FLOW, which remains subject to the satisfaction or waiver of customary closing conditions, including regulatory approvals. Refer to Note 22, Acquisitions, Investments, and Divestitures , for further information regarding acquisitions and investments made during the year and the pending acquisition of SPX FLOW.
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We have in the past and may in the future be subject to audits and investigations to evaluate our compliance with these requirements.
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AI usage can expand our attack surface and increase the sensitivity and volume of data processed. Threat actors may exploit AI systems (including generative models) to enable more sophisticated phishing, deepfake social engineering, and automated vulnerability discovery.
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Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
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In addition, we depend on third-party AI tools, cloud platforms, and model providers; deficiencies in those vendors’ security, privacy, or model governance could create risks we cannot fully control.
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We may face risks related to the use of Artificial Intelligence and Generative AI technologies We may leverage machine learning (“ML”) and artificial intelligence (“AI”), including generative AI (“GenAI”), in our business to improve efficiency and innovation within our operations. This may introduce risks related to cybersecurity, data integrity, and inadvertent misuse, as well as ethical and social concerns.
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While we have implemented governance measures, including a GenAI Governance Committee and restrictions limiting usage to approved enterprise-level tools, these controls may not fully address risks associated with rapidly evolving technologies, provider practices, and competitive adoption.
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Controls related to AI lifecycle management—covering data stewardship, bias detection, reliability testing, human oversight, incident response, and decommissioning are evolving and may not mitigate all risks. Failure to implement effective AI observability, traceability, and post-deployment monitoring could impair our ability to detect and remedy issues promptly.
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AI algorithms may be flawed or biased, and datasets used to train AI systems may be insufficient, unlawfully obtained, or contain personal or protected information without proper rights.
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These issues could lead to inaccurate or discriminatory outputs, infringement of intellectual property or data privacy rights, and other legal or regulatory violations, as well as adversely affect our business, financial condition, and results of operations.
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Furthermore, our competitors or other third parties may incorporate AI into their operational processes more quickly or more successfully than us, which could have a material adverse effect on our competitive position, reputation, and operations.
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Agentic AI systems are tools capable of autonomously initiating tasks, making decisions, or executing multi-step actions without direct human prompting, which may introduce additional operational, security, and compliance risks.
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These systems could take actions outside intended business parameters, propagate errors at scale, or interact with internal and external systems in unanticipated ways, increasing the likelihood of operational disruptions or regulatory exposure. Agentic AI may also heighten risks related to model alignment, permissions design, and dependency on third party control mechanisms, any of which may fail to function as expected.
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If agentic AI systems behave unpredictably, are misconfigured, or are exploited by malicious actors, they could result in unauthorized transactions, data leakage, safety incidents, or other adverse impacts. If we are unable to effectively govern or oversee these autonomous capabilities, we could experience material and negative affects to our business, reputation, financial condition, and results of operations.
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The legal, regulatory, and compliance environments surrounding the design and use of AI technology at the federal, state, and international levels are evolving and complex. For example, the European Union’s Artificial Intelligence Act establishes obligations based on risk classifications, and U.S. federal and state agencies continue 14 to introduce new frameworks governing AI.
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Compliance with these evolving regulations could entail significant costs and negatively affect our business. Additionally, AI-related changes may disrupt our industry, lower barriers to entry, and increase competition from larger or better-funded companies with more advanced AI capabilities.
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If our AI initiatives fail to deliver anticipated benefits or if we cannot adapt to evolving customer expectations, regulatory requirements, or competitive pressures, our business, reputation, financial condition, and results of operations could be materially and adversely affected.
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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. In response, several countries, including China, announced or implemented retaliatory tariffs on goods exported from the United States.
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At this time, it remains unclear what further measures will be implemented, including changes to existing trade agreements or the imposition of additional tariffs.
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We are subject to laws, regulations and potential claims relating to product liability. Our business exposes us to potential product liability risks that are inherent in the design, manufacture, and marketing of products for the markets we serve.
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There can be no assurance that the Acquisition will be completed in the expected timeframe, or at all. The Purchase Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Acquisition, including regulatory approvals. We can provide no assurance that all closing conditions will be satisfied (or waived, if applicable).
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Many of the conditions to completion of the Acquisition are not within our control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable).
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Whether or not the Acquisition is completed: • we are responsible for certain transaction costs relating to the Acquisition; • while the Purchase Agreement is in force, we are subject to certain restrictions on the conduct of our business, including taking any action that would reasonably be expected to have a material negative impact on or materially delay the satisfaction of the conditions in the Purchase Agreement required to consummate the Acquisition, which restrictions may adversely affect our ability to execute certain of our business strategies; and • matters relating to the Acquisition (including integration planning) may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us.
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If the Acquisition is not completed, our ongoing business and financial results may be adversely affected and we will be subject to a number of risks, including the following: • depending on the reasons for the failure to complete the Acquisition, we could be liable to Seller for monetary or other damages in connection with the termination or breach of the Purchase Agreement; and • we have dedicated significant time and resources, financial and otherwise, in planning for the Acquisition and the associated integration, of which we would lose the benefit if the Acquisition were not completed.
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In addition, if the Acquisition is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also may be subject to litigation related to any failure to complete the Acquisition or to enforcement proceedings commenced against us to perform our obligations under the Purchase Agreement.
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If the Acquisition is not completed, these risks may materialize and may adversely affect our business, financial results and financial condition, as well as the price of our common stock.
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Moreover, we intend to finance the cash portion of the purchase price of the Acquisition with proceeds from the offering of our common stock that closed on December 10, 2025 (the "Equity Offering"), together with proceeds to be drawn from the Term Loan Facility (as defined below) and cash on hand.
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If the Acquisition is not completed, the proceeds from the equity offering will remain available to us. In such event, we may retain the proceeds for general corporate purposes or deploy them in other ways, which may not generate a return commensurate with investors’ expectations or enhance shareholder value.
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We may be unable to integrate SPX FLOW successfully and realize the anticipated benefits of the Acquisition.
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If the Acquisition is completed, the successful integration of SPX FLOW and its operations into those of our own and our ability to realize the expected synergies and benefits of the transaction are subject to a number of risks and uncertainties, many of which are outside of our control.
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We will also be required to devote significant management attention and resources to integrating business practices, cultures and operations of each business.
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The risks and uncertainties relating to integrating the two businesses include, among other things: 20 • the risk that SPX FLOW’s business does not perform to our expectations; • the challenge of integrating complex organizations, systems, operating procedures, compliance programs, technology, networks and other assets of SPX FLOW; • the difficulties harmonizing differences in the business cultures of our company and SPX FLOW; • the inability to successfully integrate our respective businesses in a manner that permits us to achieve the expected growth opportunities, cost savings, synergies and other anticipated benefits from the Acquisition; • the inability to minimize the diversion of management attention from ongoing business concerns during the process of integrating SPX FLOW into our business; • the inability to resolve potential conflicts that may arise relating to customer, supplier and other important relationships of our business and the business of SPX FLOW; • difficulties in retaining key management and other key employees; and • the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations.
Added
We will incur substantial expenses to consummate the proposed Acquisition but may not realize the anticipated cost synergies and other benefits. In addition, even if we are able to integrate SPX FLOW successfully, the anticipated benefits of the pending Acquisition may not be realized fully, or at all, or may take longer to realize than expected.
Added
Given the size and significance of the Acquisition, we may encounter difficulties in the integration of the operations of SPX FLOW and may fail to realize the full benefits and synergies that we anticipate for the Acquisition, which could adversely impact our business, results of operation and financial condition. Any anticipated benefits from the Acquisition may vary from expectations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have established a proactive approach to identify and manage material cybersecurity threats which includes, but is not limited to, the following: • An end-user cybersecurity awareness program that requires annual training completion, monthly simulated phishing emails to assess user susceptibility and provide training on emerging threats, and ongoing awareness communications throughout the year to reinforce learnings and raise awareness of specific, actively exploited threat vectors; • Security policies and practices aligned with NIST Special Publication 800-171, Revision 2 (NIST 800-171 Rev 2) and the organization’s enterprise risk management requirements; • Annual cybersecurity reporting and strategic update to ITT's Board of Directors; • Enterprise-wide centralized Security Information and Event Management (SIEM); • Regular red-team attack simulations led by industry-leading third-party cybersecurity firms; • Continuous internal and external facing vulnerability management scanning; • Threat intelligence feeds from various external sources (fee and non-fee based); • Threat hunting; • Strategically deployed artificial intelligence-based threat detection technology; • Cyber risk assessment and classification processes; • Cyber threat tabletop simulation exercises; • Cyber Incident Response Plan processes; • Externally led, targeted threat hunting exercises; • Engagement of forensic cybersecurity and data analysis firms (as needed) to conduct independent validation assessments if a breach is suspected and/or validated; • Engagements with third party consultants to build, design, and improve cyber risk management tools and processes; • Third-party technology and service provider risk evaluation process; and • Cybersecurity insurance coverage.
Biggest changeThis managed service includes agentic-AI capabilities to more quickly identify and respond to threats; 22 • Incident Response and Forensic experts on retainer for rapid deployment in the event of a cybersecurity breach or other critical incident; • An end-user cybersecurity awareness program that requires annual training completion, monthly simulated phishing emails to assess user susceptibility and provide training on emerging threats, and ongoing awareness communications throughout the year to reinforce learnings and raise awareness of specific, actively exploited threat vectors; • Security policies and practices aligned with both the NIST Cybersecurity Framework (CSF) and NIST Special Publication 800-171, Revision 2 (NIST 800-171 Rev 2) and the organization’s enterprise risk management requirements; • Annual cybersecurity reporting and strategic update to ITT's Board of Directors; • Enterprise-wide centralized Security Information and Event Management (SIEM); • Regular red-team attack simulations led by industry-leading third-party cybersecurity firms; • Continuous internal and external facing vulnerability management scanning; • Threat intelligence feeds from various external sources (fee and non-fee based); • Threat hunting by both managed service provider and internal team; • Strategically deployed artificial intelligence-based threat detection technology; • Cyber risk assessment and classification processes; • Cyber threat tabletop simulation exercises; • Cyber Incident Response Plan processes; • Externally led, targeted threat hunting exercises; • Engagement of forensic cybersecurity and data analysis firms (as needed) to conduct independent validation assessments if a breach is suspected and/or validated; escalation of an incident and engagement of these firms would be performed in coordination with the CSIRT and Legal teams; • Engagements with third party consultants to build, design, and improve cyber risk management tools and processes; • Third-party technology and service provider risk evaluation process that looks at existing controls, validation via standard reporting (including SOC2 Type II report analysis), and heightened monitoring for higher impact partners; and • Cybersecurity insurance coverage.
During 2024, there were no cybersecurity incidents that had a material effect on the Company. Furthermore, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us to date, including our business, business strategy, results of operations, or financial condition.
During 2025, there were no cybersecurity incidents that had a material effect on the Company. Furthermore, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us to date, including our business, business strategy, results of operations, or financial condition.
The qualifications of our cybersecurity team include the following industry-recognized certifications: ISC2 Certified Information Systems Security Professional (CISSP), Certified Cloud Security Professional (CCSP), Certified Ethical Hacker (C|EH), Security+, and IAPP Certified Information Privacy Professional (CIPP/US). Additionally, our cybersecurity team possesses several certifications from the SANS Institute’s Global Information Assurance Certification (GIAC) program, the top cybersecurity accreditation body in the world.
The qualifications of our cybersecurity team include the following industry-recognized certifications: ISC2 Certified Information Systems Security Professional (CISSP), Certified Cloud Security Professional (CCSP), Certified Ethical Hacker (C|EH), Security+, and IAPP Certified Information Privacy Professional (CIPP/US).
The Audit Committee oversees management’s implementation of our cybersecurity risk management program and discusses with management the Company's cybersecurity and other information technology risks, controls, and procedures. The Board receives annual reports from management on our cybersecurity risks and strategic updates.
Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program and discusses with management the Company's cybersecurity and other information technology risks, controls, and procedures.
The CSOC serves as the cornerstone for protecting, assessing, and managing cybersecurity risks for the enterprise, which includes, but is not limited to, back-office processes, critical manufacturing processes, intellectual property, and sensitive data. The CISO reports to the Chief Information Officer (CIO), who in turn reports to the Chief Financial Officer (CFO).
The CSOC monitors the global ITT landscape for cyber threats, provides prevention strategies, initiates incident response for detected intrusions, and prescribes proactive and reactive mitigation strategies. The CSOC serves as the cornerstone for protecting, assessing, and managing cybersecurity risks for the enterprise, which includes, but is not limited to, back-office processes, critical manufacturing processes, intellectual property, and sensitive data.
Overall, this comprehensive approach ensures that management is well-informed and actively involved in safeguarding the Company from cybersecurity threats.
Overall, this comprehensive approach ensures that management is well-informed and actively involved in safeguarding the Company from cybersecurity threats. The use of generative AI (GenAI) by adversaries, as well as misuse by well-meaning ITT employees, presents a potential risk to operations and data integrity.
For a discussion of prospective risks related to potential cybersecurity incidents, please refer to Item 1A, Risk Factors . 21 Cybersecurity Governance Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks.
In the event of a material cybersecurity incident, ITT would follow required reporting to the SEC and all other agencies in accordance with the various required reporting protocols. For a discussion of prospective risks related to potential cybersecurity incidents, please refer to Item 1A, Risk Factors .
These include GIAC Incident Handler Certification (GCIH), GIAC Certified Systems and Network Auditor (GSNA), GIAC Foundational Cybersecurity Technologies (GFACT) and others. The CSOC monitors the global ITT landscape for cyber threats, provides prevention strategies, initiates incident response for detected intrusions, and prescribes proactive and reactive mitigation strategies.
Additionally, our cybersecurity team possesses several certifications from the SANS 23 Institute’s Global Information Assurance Certification (GIAC) program, the top cybersecurity accreditation body in the world. These include GIAC Incident Handler Certification (GCIH), GIAC Certified Systems and Network Auditor (GSNA), GIAC Foundational Cybersecurity Technologies (GFACT) and others.
Added
We have established a proactive approach to identify and manage material cybersecurity threats which includes, but is not limited to, the following: • A 24/7/365 managed security operations center that continuously monitors the ITT environment for any anomalous and potentially malicious activity and proactively takes steps to contain the spread of any cybersecurity incident.
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The Board receives annual reports from management on our cybersecurity risks and strategic updates.
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The CISO reports to the Chief Information Officer (CIO), who in turn reports to the Chief Financial Officer (CFO).
Added
ITT has established a GenAI Governance committee to review GenAI use-cases to enable the business while ensuring that security, privacy, bias, legal and ethical concerns are reviewed and addressed before widespread implementation. Enterprise level AI tools are available for use and the use of public versions of common AI tools is prohibited for use with sensitive information.
Added
GenAI providers, usages, and control options are an evolving area and ITT is continuously monitoring for changes in frameworks, detect/prevent tooling, and the release of regulations that may impact or guide our usage of such solutions.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur material properties account for over 95% of the total square feet of our properties. Motion Technologies Industrial Process Connect & Control Technologies Total Number of Owned Locations 11 17 3 31 Number of Leased Locations 6 24 12 42 Total Locations 17 41 15 73 22
Biggest changeOur material properties account for over 95% of the total square feet of our properties. Motion Technologies Industrial Process Connect & Control Technologies Total Number of Owned Locations 11 15 5 31 Number of Leased Locations 6 23 11 40 Total Locations 17 38 16 71
We consider these properties to be in good condition with sufficient capacity to accommodate the Company’s needs. The following table summarizes the number of our material properties (other than our corporate headquarters) by business segment as of December 31, 2024. We consider our properties containing 25,000 square feet or more, which primarily consist of manufacturing locations, to be material.
We consider these properties to be in good condition with sufficient capacity to accommodate the Company’s needs. The following table summarizes the number of our material properties (other than our corporate headquarters) by business segment as of December 31, 2025. We consider our properties containing 25,000 square feet or more, which primarily consist of manufacturing locations, to be material.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeName Age Current Title Luca Savi 59 President and Chief Executive Officer Davide Barbon 55 Senior Vice President and President, Motion Technologies and Asia Pacific Emmanuel Caprais 50 Senior Vice President and Chief Financial Officer Cheryl de Mesa Graziano 52 Vice President and Chief Accounting Officer Michael Guhde 55 Senior Vice President and President, Connect & Control Technologies Bartek Makowiecki 46 Senior Vice President, Chief Strategy Officer & President, Industrial Process Lori B.
Biggest changeName Age Current Title Luca Savi 60 President and Chief Executive Officer Davide Barbon 56 Senior Vice President and President, Motion Technologies and ITT Asia Pacific Emmanuel Caprais 51 Senior Vice President and Chief Financial Officer Cheryl de Mesa Graziano 53 Vice President and Chief Accounting Officer Michael Guhde 56 Senior Vice President and President, Connect & Control Technologies Bartek Makowiecki 47 Senior Vice President, Chief Strategy Officer & President, Industrial Process Lori B.
Makowiecki previously served as our Senior Vice President, Strategy and Business Development since September 2021. Prior to joining ITT, he served as Global Head of Strategy, M&A and Venturing of Ingredion Incorporated from October 2017 to September 2021. Immediately prior, he served as Director, Corporate Strategy & Head of M&A at Owens Corning from November 2015 to October 2017.
Makowiecki previously served as our Senior Vice President, Strategy and Business Development since September 2021. Prior to joining ITT, he served as Global Head of Strategy, M&A and Venturing of Ingredion Incorporated from October 2017 to September 2021. Immediately prior, he served as 25 Director, Corporate Strategy & Head of M&A at Owens Corning from November 2015 to October 2017.
Savi is currently a director of MSA Safety Inc. and serves as the chair of its compensation committee. Davide Barbon has served as our Senior Vice President and President, Motion Technologies and Asia Pacific Region since October 2023. He previously served as our Senior Vice President and President, Asia Pacific Region since October 2020.
Savi is currently a director of MSA Safety Inc. and serves as the chair of its compensation committee. Davide Barbon has served as our Senior Vice President and President, Motion Technologies and ITT Asia Pacific Region since October 2023. He previously served as our Senior Vice President and President, ITT Asia Pacific Region since October 2020.
Caprais held leadership roles in finance at Marelli, and earlier held positions of increasing responsibility in finance at Valeo across North America and Europe. 23 Cheryl de Mesa Graziano has served as our Vice President and Chief Accounting Officer since November 2022.
Caprais held leadership roles in finance at Marelli, and earlier held positions of increasing responsibility in finance at Valeo across North America and Europe. Cheryl de Mesa Graziano has served as our Vice President and Chief Accounting Officer since November 2022.
Marino 50 Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary Emrana Sheikh 53 Senior Vice President and Chief Human Resources Officer Luca Savi has served as our Chief Executive Officer, President and a director of the Company since January 2019.
Marino 51 Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary Emrana Sheikh 54 Senior Vice President and Chief Human Resources Officer Luca Savi has served as our Chief Executive Officer, President and a director of the Company since January 2019.
Descriptions of certain legal proceedings to which the Company is a party are contained in Note 18, Commitments and Contingencies , to the Consolidated Financial Statements. INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of the Company as of February 3, 2025, are listed below.
Descriptions of certain legal proceedings to which the Company is a party are contained in Note 19, Commitments and Contingencies , to the Consolidated Financial Statements. 24 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The executive officers of the Company as of February 3, 2026, are listed below.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeISSUER PURCHASES OF EQUITY SECURITIES On October 30, 2019, the Board of Directors approved an indefinite term $500 share repurchase program (the 2019 Plan). During the second quarter of 2024, we exhausted the remaining capacity under the 2019 Plan. On October 4, 2023, the Board of Directors approved an indefinite term $1,000 open-market share repurchase program (the 2023 Plan).
Biggest changeISSUER PURCHASES OF EQUITY SECURITIES On October 4, 2023, the Board of Directors approved an indefinite term $1,000 open-market share repurchase program (the 2023 Plan). There was $455 of remaining capacity left under the 2023 Plan as of December 31, 2025.
Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. During the fiscal year ended December 31, 2024, the Company did not offer or sell any equity securities that were not registered under the Securities Act.
Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. During the fiscal year ended December 31, 2025, we did not offer or sell any equity securities that were not registered under the Securities Act.
It shows the share price appreciation of a $100 investment made on December 31, 2019, assuming any dividends paid are reinvested.
It shows the share price appreciation of a $100 investment made on December 31, 2020, assuming any dividends paid are reinvested.
There was $975 of remaining capacity left under the 2023 Plan as of December 31, 2024. We will utilize the 2023 Plan in a manner that is consistent with our capital allocation strategy, which has centered on those investments necessary to grow our businesses organically and through acquisitions, while also providing cash returns to shareholders.
We will utilize the 2023 Plan in a manner that is consistent with our capital allocation strategy, which has centered on those investments necessary to grow our businesses organically and through acquisitions, while also providing cash returns to shareholders. The following table summarizes our purchases of our common stock for the quarter ended December 31, 2025.
There were 5,358 holders of record of our common stock on February 7, 2025.
There were 5,062 holders of record of our common stock on February 6, 2026.
In February 2025, the Company repurchased 0.2 shares for $25.6 under the 2023 Plan. 25 COMPANY STOCK PERFORMANCE The following graph shows a comparison of the cumulative total shareholder return for ITT, the S&P 400 Mid Cap Index, and the S&P 400 Capital Goods Index over the five years ended December 31, 2024.
(2) Average price paid per share is calculated on a settlement basis and excludes commissions. (3) Amounts are in whole numbers. 27 COMPANY STOCK PERFORMANCE The following graph shows a comparison of the cumulative total shareholder return for ITT, the S&P 400 Mid Cap Index, and the S&P 400 Capital Goods Index over the five years ended December 31, 2025.
COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 ITT Inc. $ 100.00 $ 162.96 $ 218.32 $ 175.74 $ 261.68 $ 204.63 S&P 400 Mid-Cap $ 100.00 $ 143.39 $ 178.85 $ 155.42 $ 180.90 $ 163.30 S&P 400 Capital Goods $ 100.00 $ 159.09 $ 203.10 $ 182.76 $ 251.41 $ 218.29 This graph is not, and is not intended to be, indicative of future performance of our common stock.
COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 ITT Inc. $ 100.00 $ 133.97 $ 107.84 $ 160.58 $ 194.10 $ 237.82 S&P 400 Mid-Cap $ 100.00 $ 124.73 $ 108.37 $ 126.13 $ 143.65 $ 154.40 S&P 400 Capital Goods $ 100.00 $ 127.67 $ 114.87 $ 158.30 $ 182.15 $ 219.46 This graph is not, and is not intended to be, indicative of future performance of our common stock.
Removed
We made no open-market share repurchases of our common stock during the quarter ended December 31, 2024.
Added
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) PERIOD TOTAL NUMBER OF SHARES PURCHASED (1)(3) AVERAGE PRICE PAID PER SHARE (2) TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS (3) APPROXIMATE DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS 9/28/2025 - 10/26/2025 — $ — — $ 475.0 10/27/2025 - 11/23/2025 0.1 $ 193.64 0.1 $ 455.0 11/24/2025 - 12/31/2025 — $ — — $ 455.0 (1) Excludes shares withheld in settlement of employee tax withholding obligations due upon the vesting of restricted stock unit and performance stock unit awards.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOperating income (loss) $ 314.6 $ 276.3 $ 146.1 $ (61.0) $ 676.0 Gain on sale of Wolverine business (47.8) — — — (47.8) Restructuring costs 2.7 3.0 2.4 — 8.1 Acquisition-related costs — 4.2 2.8 — 7.0 Impacts related to Russia-Ukraine war (0.6) — — — (0.6) Adjusted operating income (loss) $ 268.9 $ 283.5 $ 151.3 $ (61.0) $ 642.7 Operating margin 21.7 % 20.3 % 17.7 % 18.6 % Adjusted operating margin 18.6 % 20.8 % 18.3 % 17.7 % Year Ended December 31, 2023 Operating income (loss) $ 230.8 $ 243.6 $ 107.5 $ (53.7) $ 528.2 Loss on sale of Matrix business — — 15.3 — 15.3 Restructuring costs 4.0 4.6 1.3 — 9.9 Impacts related to Russia-Ukraine war 1.3 1.2 — — 2.5 Acquisition-related costs — — 2.4 — 2.4 Other (a) 0.1 — (0.1) (3.7) (3.7) Adjusted operating income (loss) $ 236.2 $ 249.4 $ 126.4 $ (57.4) $ 554.6 Operating margin 15.8 % 21.6 % 15.4 % 16.1 % Adjusted operating margin 16.2 % 22.1 % 18.1 % 16.9 % (a) Includes income from a recovery of costs associated with the 2020 lease termination of a legacy site. 39 • “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.
Biggest changeOperating income $ 314.6 $ 278.4 $ 146.1 $ (61.0) $ 678.1 Gain on sale of Wolverine business (47.8) — — — (47.8) Restructuring costs 2.7 3.0 2.4 — 8.1 Acquisition-related costs — 4.2 2.8 — 7.0 Other special items (0.6) — — — (0.6) Adjusted operating income $ 268.9 $ 285.6 $ 151.3 $ (61.0) $ 644.8 Operating margin 21.7 % 20.5 % 17.7 % 18.7 % Adjusted operating margin 18.6 % 21.0 % 18.3 % 17.8 % 41 • “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.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the Inflation Reduction Act) into law. The Inflation Reduction Act includes a new corporate alternative minimum tax (the Corporate AMT) of 15% on the adjusted financial statement income (AFSI) of corporations with an average AFSI exceeding $1.0 billion over a three-year period.
On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the Inflation Reduction Act) into law. The Inflation Reduction Act includes a new corporate alternative minimum tax (the Corporate AMT) of 15% on the adjusted financial statement income (the "AFSI") of corporations with an average AFSI exceeding $1.0 billion over a three-year period.
Please refer to the rating agency websites and press releases for more information. 34 Sources and Uses of Liquidity In addition to the capital resources discussed above, our principal source of liquidity is our cash flow generated from operating activities, which provides us with the ability to meet the majority of our short-term funding requirements.
Please refer to the rating agency websites and press releases for more information. Sources and Uses of Liquidity In addition to the capital resources discussed above, our principal source of liquidity is our cash flow generated from operating activities, which provides us with the ability to meet the majority of our short-term funding requirements.
Our credit ratings as of December 31, 2024 were as follows: Rating Agency Short-Term Ratings Long-Term Ratings Standard & Poor’s A-2 BBB Moody’s Investors Service P-2 Baa1 Fitch Ratings F1 BBB+ In November 2024, Moody's upgraded ITT's senior unsecured rating, from Baa2 to Baa1.
Our credit ratings as of December 31, 2025 were as follows: Rating Agency Short-Term Ratings Long-Term Ratings Standard & Poor’s A-2 BBB Moody’s Investors Service P-2 Baa1 Fitch Ratings F1 BBB+ In November 2024, Moody's upgraded ITT's senior unsecured rating, from Baa2 to Baa1.
If actual product failure rates, repair rates, or any other post-sales support costs differ from these estimates, revisions to the estimated warranty liability would be required. 41 For certain highly complex contracts, design, engineering, and other preproduction costs may be capitalized if the costs relate directly to a contract or anticipated contract that the entity can specifically identify, the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and the costs are expected to be recovered.
If actual product failure rates, repair rates, or any other post-sales support costs differ from these estimates, revisions to the estimated warranty liability would be required. 43 For certain highly complex contracts, design, engineering, and other preproduction costs may be capitalized if the costs relate directly to a contract or anticipated contract that the entity can specifically identify, the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and the costs are expected to be recovered.
Significant changes to these estimates and assumptions could adversely impact our conclusions. Actual future results may differ from those estimates. During the fourth quarter of 2024, we performed our annual impairment assessment and determined that the estimated fair values of our goodwill reporting units were substantially in excess of each of their carrying values.
Significant changes to these estimates and assumptions could adversely impact our conclusions. Actual future results may differ from those estimates. During the fourth quarter of 2025, we performed our annual impairment assessment and determined that the estimated fair values of our goodwill reporting units were substantially in excess of each of their carrying values.
Additionally, all financial results and share repurchases other than per share amounts are reported in millions, unless stated otherwise. Per share amounts are reported in ones. Please refer to our Annual Report on Form 10-K ( 2023 Annual Report ) for a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022.
Additionally, all financial results and share repurchases other than per share amounts are reported in millions, unless stated otherwise. Per share amounts are reported in ones. Please refer to our Annual Report on Form 10-K ( 2024 Annual Report ) for a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023.
The Corporate AMT was effective for the Company beginning in 2023. Given the AFSI threshold, the Corporate AMT was not applicable to the Company in 2024, but the Corporate AMT may have potential impacts on our future U.S. tax expense, cash taxes and effective tax rate.
The Corporate AMT was effective for the Company beginning in 2023. Given the AFSI threshold, the Corporate AMT was not applicable to the Company in 2025, but the Corporate AMT may have potential impacts on our future U.S. tax expense, cash taxes and effective tax rate.
All comparisons included within this Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , refer to results for the year ended December 31, 2024 compared to the year ended December 31, 2023, unless stated otherwise.
All comparisons included within this Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , refer to results for the year ended December 31, 2025 compared to the year ended December 31, 2024, unless stated otherwise.
We have not recorded any material loss contingencies under these guarantees, letters of credit and similar arrangements as of December 31, 2024 as the likelihood of nonperformance by the underlying obligors is considered remote.
We have not recorded any material loss contingencies under these guarantees, letters of credit and similar arrangements as of December 31, 2025 as the likelihood of nonperformance by the underlying obligors is considered remote.
We believe that reporting organic revenue provides useful information to investors by helping identify underlying trends in our business and facilitating comparisons of our revenue performance with prior and future periods and to our peers. A reconciliation of revenue to organic revenue for the year ended December 31, 2024 is provided below.
We believe that reporting organic revenue provides useful information to investors by helping identify underlying trends in our business and facilitating comparisons of our revenue performance with prior and future periods and to our peers. 40 A reconciliation of revenue to organic revenue for the year ended December 31, 2025 is provided below.
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 years ended December 31, 2024 and 2023 are provided below.
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 years ended December 31, 2025 and 2024 are provided below.
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. Reconciliations of operating income (loss) to adjusted operating income (loss) for the years ended December 31, 2024 and 2023 are provided below.
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. Reconciliations of operating income to adjusted operating income for the years ended December 31, 2025 and 2024 are provided below.
Net cash distributions from foreign countries to the U.S. during the years ended December 31, 2024 and 2023 were $230.4 and $357.5, respectively. The timing and amount of any additional future distributions remains under evaluation based on our jurisdictional cash needs. Capital Resources As of December 31, 2024, we have access to short- and long-term funding sources.
Net cash distributions from foreign countries to the U.S. during the years ended December 31, 2025 and 2024 were $577.5 and $230.4, respectively. The timing and amount of any additional future distributions remains under evaluation based on our jurisdictional cash needs. Capital Resources As of December 31, 2025, we have access to short- and long-term funding sources.
See Note 5, Income Taxes , to the Consolidated Financial Statements for further information on tax-related matters. 32 LIQUIDITY AND CAPITAL RESOURCES Funding and Liquidity Strategy We monitor our funding needs and execute strategies to meet overall liquidity requirements, including the management of our capital structure, on both a short- and long-term basis.
See Note 6, Income Taxes , to the Consolidated Financial Statements for further information on tax-related matters. 35 LIQUIDITY AND CAPITAL RESOURCES Funding and Liquidity Strategy We monitor our funding needs and execute strategies to meet overall liquidity requirements, including the management of our capital structure, on both a short- and long-term basis.
The following table summarizes net cash derived from operating, investing, and financing activities for the years ended December 31, 2024 and 2023.
The following table summarizes net cash derived from operating, investing, and financing activities for the years ended December 31, 2025 and 2024.
(b) Represents the projected timing of payments for benefits earned to date and the expectation that certain future service will be earned by current active employees for our pension and other employee-related benefit plans. See Note 15, Postretirement Benefit Plans , for additional financial information related to our postretirement obligations.
(b) Represents the projected timing of payments for benefits earned to date and the expectation that certain future service will be earned by current active employees for our pension and other employee-related benefit plans. See Note 16, Postretirement Benefit Plans , to the Consolidated Financial Statements for additional financial information related to our postretirement obligations.
The following table provides a summary of key performance indicators for 2024 in comparison to 2023.
The following table provides a summary of key performance indicators for 2025 in comparison to 2024.
We do not have a liability recorded for these expired provisions and are not aware of any claims or other information that would give rise to material payments under such provisions. Guarantees We had $176.5 of guarantees, letters of credit and similar arrangements outstanding as of December 31, 2024, primarily pertaining to commercial or performance guarantees and insurance matters.
We do not have a liability recorded for these expired provisions and are not aware of any claims or other information that would give rise to material payments under such provisions. Guarantees We had $219.1 of guarantees, letters of credit and similar arrangements outstanding as of December 31, 2025, primarily pertaining to commercial or performance guarantees and insurance matters.
These include access to the capital markets through a commercial paper program, as well as $700 of available borrowing capacity under our 2021 Revolving Credit Agreement (defined below), which may potentially be expanded to $1,050 under the agreement. In addition, we have market access to secure longer-term funding, if needed.
These include access to the capital markets through a commercial paper program, as well as $1,100 of available borrowing capacity under our 2025 Revolving Credit Agreement (defined below), which may potentially be expanded to $1,650 under the agreement. In addition, we have market access to secure longer-term funding, if needed.
Year Ended December 31, 2024 Motion Technologies Industrial Process Connect & Control Technologies Corporate ITT Inc.
Year Ended December 31, 2025 Motion Technologies Industrial Process Connect & Control Technologies Corporate ITT Inc.
(c) Other long-term obligations include amounts recorded in our Consolidated Balance Sheet as of December 31, 2024, including estimated environmental payments and employee compensation agreements. We estimate based on historical experience that we will spend, on average, approximately $5 per year on environmental investigation and remediation.
(c) Other long-term obligations include amounts recorded in our Consolidated Balance Sheet as of December 31, 2025, including estimated environmental payments and employee compensation agreements. We estimate based on historical experience that we will spend, on average, approximately $4 to 8 per year on 39 environmental investigation and remediation.
Our environmental reserve of $54.9 at December 31, 2024, represents management’s estimate of undiscounted costs expected to be incurred related to environmental assessment or remediation efforts, including related legal fees, without regard to potential recoveries from insurance companies or other third parties.
Our environmental reserve of $56.1 at December 31, 2025, represents management’s estimate of undiscounted costs expected to be incurred related to environmental assessment or remediation efforts, including related legal fees, without regard to potential recoveries from insurance companies or other third parties.
Our commercial paper program is supported by our 2021 Revolving Credit Agreement and our policy is to maintain unused committed bank lines of credit in an amount greater than outstanding commercial paper balances. These sources of capital are described further below.
Our commercial paper program is supported by our 2025 Revolving Credit Agreement and our policy is to maintain unused committed bank lines of credit in an amount greater than outstanding commercial paper balances. These sources of capital are described further below and within Note 15, Debt .
Although it is not possible to predict with certainty the ultimate costs of environmental remediation, the reasonably possible high-end of our estimated environmental liability range at December 31, 2024 was $95.9. See Note 18, Commitments and Contingencies , to the Consolidated Financial Statements for more information.
Although it is not possible to predict with certainty the ultimate costs of environmental remediation, the reasonably possible high-end of our estimated environmental liability range at December 31, 2025 was $97.3. See Note 19, Commitments and Contingencies , to the Consolidated Financial Statements for more information.
The valuation allowance can be affected by changes to tax regulations, interpretations and rulings, changes to enacted statutory tax rates, and changes to future taxable income estimates. Our effective tax rate reflects the impact of certain undistributed foreign earnings for which we have not provided U.S. taxes because these earnings are considered indefinitely reinvested outside of the U.S.
The valuation allowance can be affected by changes to tax regulations, interpretations and rulings, changes to enacted statutory tax rates, and changes to future taxable income estimates. Our effective tax rate reflects the impact of foreign and U.S. taxes on the undistributed earnings of all foreign subsidiaries because these earnings are considered not indefinitely reinvested outside of the U.S.
Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. Aggregate dividends declared in 2024 were $104.8, compared to $95.9 in 2023, reflecting annual per share amounts of $1.276 and $1.160, respectively.
Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. Aggregate dividends declared in 2025 were $111.0, compared to $104.8 in 2024, reflecting annual per share amounts of $1.404 and $1.276, respectively.
For the Year Ended December 31 2024 2023 Change Organic growth (a) Motion Technologies $ 1,447.8 $ 1,457.8 (0.7) % 4.9 % Industrial Process 1,361.0 1,129.6 20.5 % 7.8 % Connect & Control Technologies 825.1 699.4 18.0 % 9.3 % Eliminations (3.2) (3.8) Total Revenue $ 3,630.7 $ 3,283.0 10.6 % 6.9 % (a) See the section titled " Key Performance Indicators and Non-GAAP Measures " for a definition and reconciliation of organic revenue.
For the Year Ended December 31 2025 2024 Change Organic growth (a) Motion Technologies $ 1,428.2 $ 1,447.8 (1.4) % 1.9 % Industrial Process 1,496.2 1,361.0 9.9 % 6.9 % Connect & Control Technologies 1,017.0 825.1 23.3 % 6.2 % Eliminations (2.9) (3.2) Total Revenue $ 3,938.5 $ 3,630.7 8.5 % 4.8 % (a) See the section titled " Key Performance Indicators and Non-GAAP Measures " for a definition and reconciliation of organic revenue.
Commercial Paper When available and economically feasible, we have accessed the commercial paper market through programs in place in the U.S. and Europe to supplement cash flows generated internally and to provide additional short-term funding. The following table presents our outstanding commercial paper borrowings. See Note 14, Debt , for further information.
Commercial Paper When available and economically feasible, we have accessed the commercial paper market through programs in place in the U.S. and Europe to supplement cash flows generated internally and to provide additional short-term funding. The following table presents our outstanding commercial paper borrowings. As of December 31 2025 2024 Commercial Paper Outstanding - U.S.
Revolving Credit Agreement On August 5, 2021, we entered into a revolving credit facility agreement with a syndicate of third-party lenders including Bank of America, N.A., as administrative agent (as amended, the 2021 Revolving Credit Agreement).
Bank National Association ("US Bank"), 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).
We do not believe such payments would have a material adverse impact on our financial statements. 37 KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES Management reviews a variety of key performance indicators including revenue, segment operating income and margins, and earnings per share, some of which are calculated other than in accordance with accounting principles generally accepted in the United State of America (GAAP).
KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES Management reviews a variety of key performance indicators including revenue, segment operating income and margins, and earnings per share, some of which are calculated other than in accordance with accounting principles generally accepted in the United State of America (GAAP).
See Note 17, Capital Stock for more information. 35 Funding of Postretirement Plans The following table provides a summary of the funded status of our postretirement benefit plans. 2024 2023 As of December 31 U.S. Pension Non-U.S. Pension Other Benefits Total U.S. Pension Non-U.S.
Funding of Postretirement Plans The following table provides a summary of the funded status of our postretirement benefit plans. 2025 2024 As of December 31 U.S. Pension Non-U.S. Pension Other Benefits Total U.S. Pension Non-U.S.
In the first quarter of 2025, we declared a quarterly dividend of $0.351 per share for shareholders of record on March 6, 2025, which will be paid on March 31, 2025. Open-market Share Repurchases On October 30, 2019, the Board of Directors approved our current program, an indefinite term $500 open-market share repurchase program (the 2019 Plan).
In the first quarter of 2026, we declared a quarterly dividend of $0.386 per share for shareholders of record on March 6, 2026, which will be paid on April 6, 2026. 38 Open-market Share Repurchases On October 4, 2023, the Board of Directors approved an indefinite term $1,000 open-market share repurchase program (the 2023 Plan).
Our off-balance sheet arrangements as of December 31, 2024 consist of indemnities related to acquisition and disposition agreements and certain third-party guarantees. Indemnities Since our founding in 1920 (pre-spin-offs), we have acquired and disposed of numerous businesses.
Off-Balance Sheet Arrangements Off-balance sheet arrangements represent transactions, agreements or other contractual arrangements with unconsolidated entities, where an obligation or contingent interest exists. Our off-balance sheet arrangements as of December 31, 2025 consist of indemnities related to acquisition and disposition agreements and certain third-party guarantees. Indemnities Since our founding in 1920 (pre-spin-offs), we have acquired and disposed of numerous businesses.
Pension Other Benefits Total Fair value of plan assets $ — $ 0.3 $ — $ 0.3 $ — $ 0.4 $ — $ 0.4 Projected benefit obligation 10.4 61.2 58.0 129.6 11.2 73.2 66.2 150.6 Funded status $ (10.4) $ (60.9) $ (58.0) $ (129.3) $ (11.2) $ (72.8) $ (66.2) $ (150.2) Our non-U.S. pension plans, which are typically not funded due to local regulations, had a decrease in projected benefit obligation of $12.0 during 2024, primarily due to foreign currency impacts, the settlement of a plan in connection with the divestiture of Wolverine and a higher discount rate.
Pension Other Benefits Total Fair value of plan assets $ — $ 0.3 $ — $ 0.3 $ — $ 0.3 $ — $ 0.3 Projected benefit obligation 10.5 60.9 58.6 130.0 10.4 61.2 58.0 129.6 Funded status $ (10.5) $ (60.6) $ (58.6) $ (129.7) $ (10.4) $ (60.9) $ (58.0) $ (129.3) Our non-U.S. pension plans, which are typically not funded due to local regulations, had a decrease in projected benefit obligation of $0.3 during 2025, primarily due to an actuarial gain of $6.8 and benefits paid of $3.7, offset by foreign currency translation of $7.8.
For the Year Ended December 31 2024 2023 Change General and administrative expenses $ 296.6 $ 294.5 0.7 % Sales and marketing expenses 205.7 174.0 18.2 % Research and development expenses 116.3 102.6 13.4 % (Gain) loss on sale of businesses (47.8) 8.1 ** (Gain) loss on sale of long-lived assets 0.5 (0.1) ** Total operating expenses $ 571.3 $ 579.1 (1.3) % By Segment: Motion Technologies $ 116.6 $ 173.7 (32.9) % Industrial Process 240.5 207.6 15.8 % Connect & Control Technologies 152.9 144.1 6.1 % Corporate & Other 61.3 53.7 14.2 % ** Percentage not deemed meaningful.
For the Year Ended December 31 2025 2024 Change General and administrative expenses $ 368.4 $ 297.1 24.0 % Sales and marketing expenses 228.7 205.7 11.2 % Research and development expenses 110.8 116.3 (4.7) % (Gain) loss on sale of businesses — (47.8) ** Total operating expenses $ 707.9 $ 571.3 23.9 % By Segment: Motion Technologies $ 160.4 $ 116.6 37.6 % Industrial Process 282.2 240.4 17.4 % Connect & Control Technologies 180.5 152.9 18.1 % Corporate & Other 84.8 61.4 38.1 % ** Percentage not deemed meaningful.
Payments Due By Period Total 2025 2026 to 2027 2028 to 2029 Beyond 2030 Long-term debt $ 233.7 $ 0.3 $ 232.9 $ 0.3 $ 0.2 Operating leases 111.6 26.8 41.0 20.8 23.0 Purchase obligations (a) 85.3 81.0 1.0 — 3.3 Postretirement benefit payments (b) 129.3 10.4 18.7 18.4 81.8 Other long-term obligations (c) 75.8 7.1 24.5 6.3 37.9 Total $ 635.7 $ 125.6 $ 318.1 $ 45.8 $ 146.2 In addition to the amounts presented in the table above, we have recorded liabilities for uncertain tax positions of $6.5 in our Consolidated Balance Sheet as of December 31, 2024.
Payments Due By Period Total 2026 2027 to 2028 2029 to 2030 Beyond 2031 Long-term debt $ 783.6 $ 261.4 $ 521.9 $ 0.3 $ — Operating leases 95.2 27.3 34.5 14.8 18.6 Purchase obligations (a) 91.7 90.9 0.8 — — Postretirement benefit payments (b) 129.7 10.2 19.6 19.5 80.4 Other long-term obligations (c) 77.3 16.5 14.2 3.5 43.1 Total $ 1,177.5 $ 406.3 $ 591.0 $ 38.1 $ 142.1 In addition to the amounts presented in the table above, we have recorded liabilities for uncertain tax positions of $9.5 in our Consolidated Balance Sheet as of December 31, 2025.
See Note 14, Debt , to the Consolidated Financial Statements for further information. Long-term Debt Long-term debt is generally defined as any debt with an original maturity greater than 12 months. Our long-term debt is primarily related to the outstanding U.S. term loan maturing in September 2027.
Long-term Debt Long-term debt is generally defined as any debt with an original maturity greater than 12 months. Our long-term debt is primarily related to the outstanding U.S. term loan maturing in September 2027. The table below provides our long-term debt outstanding as of December 31, 2025 and 2024.
Investing Activities The increase in net cash used in investing activities of $636.9 was primarily driven by the acquisitions of kSARIA and Svanehøj, offset by the proceeds from the divestiture of the Wolverine business. Refer to Note 21, Acquisitions, Investments, and Divestitures , for further information.
Investing Activities The decrease in net cash used in investing activities of $698.1 was primarily driven by the prior M&A activity related to the acquisitions of kSARIA and Svanehøj, partially offset by the divestiture of the Wolverine business, which resulted in a net outflow of $686.9. Refer to Note 22, Acquisitions, Investments, and Divestitures , for further information.
Had different reporting units been identified or had different valuation techniques or assumptions been utilized, the results of our impairment tests could have resulted in an impairment loss, which could have been material. See Note 11, Goodwill and Other Intangible Assets, Net , to the Consolidated Financial Statements for more information.
Had different reporting units been identified or had different valuation techniques or assumptions been utilized, the results of our impairment tests could have resulted in an impairment loss, which could have been material.
Motion Technologies Industrial Process Connect & Control Technologies Eliminations Total ITT 2024 Revenue $ 1,447.8 $ 1,361.0 $ 825.1 $ (3.2) $ 3,630.7 Less: Acquisitions — 156.2 73.9 — 230.1 Less: Foreign currency translation (9.7) (13.0) (2.0) — (24.7) 2024 Organic revenue 1,457.5 1,217.8 753.2 (3.2) 3,425.3 2023 Revenue 1,457.8 1,129.6 699.4 (3.8) 3,283.0 Less: Divestitures 68.7 — 10.2 0.1 79.0 2023 Organic revenue 1,389.1 1,129.6 689.2 (3.9) 3,204.0 Organic revenue growth $ 68.4 $ 88.2 $ 64.0 $ 221.3 Percentage change 4.9 % 7.8 % 9.3 % 6.9 % 38 • “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.
Motion Technologies Industrial Process Connect & Control Technologies Eliminations Total ITT 2025 Revenue $ 1,428.2 $ 1,496.2 $ 1,017.0 $ (2.9) $ 3,938.5 Less: Acquisitions — 26.1 135.4 — 161.5 Less: Foreign currency translation 44.0 15.7 5.0 (0.1) 64.6 2025 Organic revenue 1,384.2 1,454.4 876.6 (2.8) 3,712.4 2024 Revenue 1,447.8 1,361.0 825.1 (3.2) 3,630.7 Less: Divestitures 89.1 — — 0.1 89.2 2024 Organic revenue 1,358.7 1,361.0 825.1 (3.3) 3,541.5 Organic revenue growth $ 25.5 $ 93.4 $ 51.5 $ 170.9 Percentage change 1.9 % 6.9 % 6.2 % 4.8 % • “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.
The kSARIA Credit Agreement has a maturity of three years and provides for a term loan of $464, which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024. Total outstanding borrowings under the kSARIA Credit Agreement were $229 as of December 31, 2024. See Note 14, Debt , for further information.
The kSARIA Credit Agreement had a maturity of three years and provided for a term loan of $464, which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024.
For the Year Ended December 31 2024 2023 Operating activities $ 562.6 $ 538.0 Investing activities (817.9) (181.0) Financing activities 234.9 (432.3) Foreign exchange (29.0) 3.6 Total net cash used in continuing operations $ (49.4) $ (71.7) Net cash from discontinued operations (0.5) (0.3) Net change in cash and cash equivalents $ (49.9) $ (72.0) Operating Activities The increase in net cash from operating activities of $24.6 was primarily driven by higher operating income and favorable net working capital impacts primarily from focused inventory management and timing of accounts receivable collections, offset by higher compensation payments in the current year.
For the Year Ended December 31 2025 2024 Operating activities $ 668.8 $ 562.6 Investing activities (119.8) (817.9) Financing activities 728.9 234.9 Foreign exchange 26.3 (29.0) Total net cash used in continuing operations $ 1,304.2 $ (49.4) Net cash from discontinued operations (0.5) (0.5) Net change in cash and cash equivalents $ 1,303.7 $ (49.9) Operating Activities The increase in net cash from operating activities of $106.2 was primarily due to higher customer advance payments, favorable timing of accounts receivable collections, and lower compensation payments in the current year.
A portion of our environmental investigation and remediation costs are legally mandated through various orders and agreements with state and federal oversight agencies. As of December 31, 2024, our recorded environmental liability was $54.9.
A portion of our environmental investigation and remediation costs are legally mandated through various orders and agreements with state and federal oversight agencies. As of December 31, 2025, our recorded environmental liability was $56.1. See Note 19, Commitments and Contingencies , to the Consolidated Financial Statements for further information.
(c) 2024 includes tax expense on distributions of $12.5, tax benefit from valuation allowance impacts of ($6.7), tax benefit on undistributed foreign earnings of ($5.7), tax benefit related to the Micro Mode acquisition of ($2.2), tax expense from tax rate change impacts of $1.6, and other tax expense items totaling $1.0.
(d) 2024 includes tax expense on distributions of $12.5, tax benefit from valuation allowance impacts of ($6.7), tax benefit on undistributed foreign earnings of ($5.7), tax benefit related to the Micro-Mode acquisition of ($2.2), tax expense from tax rate change impacts of $1.6, and other tax expense items totaling $1.0. 42 CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements and related disclosures in accordance with GAAP requires us to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Sales and marketing expenses increased $31.7 for the year ended December 31, 2024, primarily driven by the additions of kSARIA and Svanehøj, as well as higher personnel and other selling and marketing-related costs to support higher sales activity. The increase was partially offset by the divestiture of the Wolverine business.
Sales and marketing expenses increased $23.0 for the year ended December 31, 2025, primarily driven by higher personnel, commissions, and other selling and marketing-related costs to support higher sales activity, as well as increased intangible amortization expenses.
Environmental Liabilities 43 We are subject to various federal, state, local, and foreign environmental laws and regulations that require environmental assessment or remediation efforts.
See Note 12, Goodwill and Other Intangible Assets, Net , to the Consolidated Financial Statements for more information. 45 Environmental Liabilities We are subject to various federal, state, local, and foreign environmental laws and regulations that require environmental assessment or remediation efforts.
Credit ratings The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings.
During 2025, the Company made loan repayments of $229.0 representing the remaining outstanding balance on the kSARIA Credit Agreement, and the kSARIA Credit Agreement was terminated. 37 Credit Ratings The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings.
Refer to Part I, Item 1, Description of Business , for a further overview of our company, segments, products and service offerings, and other information about the business. EXECUTIVE SUMMARY During 2024, we delivered strong financial results, which included revenue and operating income growth, operating margin expansion, EPS growth and effective deployment of capital.
Refer to Part I, Item 1, Description of Business , for a further overview of our company, segments, products and service offerings, and other information about the business.
Per share amounts are reported in ones and may not calculate due to rounding. 2024 2023 Income from Continuing Operations EPS Income from Continuing Operations EPS Reported $ 518.4 $ 6.30 $ 411.4 $ 4.97 (Gain) loss on sale of businesses (a) (47.8) (0.58) 15.3 0.19 Restructuring costs 8.1 0.09 9.9 0.12 Acquisition-related expenses 7.0 0.08 2.4 0.03 Impacts from Russia-Ukraine war (0.6) (0.01) 2.5 0.03 Other pre-tax special items (b) — — (2.3) (0.04) Net tax benefit of pre-tax special adjustments (3.3) (0.04) (6.2) (0.07) Other tax-related special items (c)(d) 0.5 0.02 (2.0) (0.02) Adjusted $ 482.3 $ 5.86 $ 431.0 $ 5.21 (a) Relates to the sale of our Wolverine business in July 2024 and Matrix business in December 2023.
Per share amounts are reported in ones and may not calculate due to rounding. 2025 2024 Income from Continuing Operations EPS Income from Continuing Operations EPS Reported $ 488.1 $ 6.11 $ 520.0 $ 6.32 Restructuring costs 21.3 0.27 8.1 0.09 Acquisition-related costs (a) 13.3 0.17 7.0 0.08 Gain on sale of Wolverine business — — (47.8) (0.58) Other pre-tax special items (b) 2.1 0.02 (0.6) (0.01) Net tax benefit of pre-tax special items (8.0) (0.10) (3.3) (0.04) Other tax-related special items (c)(d) 20.1 0.25 0.5 0.02 Adjusted $ 536.9 $ 6.72 $ 483.9 $ 5.88 (a) Acquisition-related costs for 2025 primarily relate to fees incurred to effectuate the agreement to acquire SPX FLOW, including $2.1 of interest-related costs.
For the Year Ended December 31 2024 2023 Change Income tax expense $ 125.8 $ 104.8 20.0 % Effective tax rate 19.4 % 20.2 % (80) bps The lower effective tax rate in 2024 compared to 2023 primarily resulted from the Company recording a tax benefit of $6.7 from valuation allowance reversals on U.S. state deferred tax assets and a $5.7 tax benefit of U.S. tax on foreign earnings in 2024.
In addition, the company recorded a $4.9 tax expense of U.S. tax on foreign earnings in 2025. The lower rate in 2024 was also due to the company recording a benefit of $6.7 from valuation allowance reversals on U.S. state deferred tax assets and a $5.7 tax benefit of U.S. tax on foreign earnings in 2024.
For additional discussion of the risks related to global macroeconomic conditions, see Part I, Item 1A, Risk Factors , herein. 28 DISCUSSION OF FINANCIAL RESULTS 2024 VERSUS 2023 For the Year Ended December 31 2024 2023 Change Revenue $ 3,630.7 $ 3,283.0 10.6 % Gross profit 1,247.3 1,107.3 12.6 % Operating expenses 571.3 579.1 (1.3) % Operating income 676.0 528.2 28.0 % Interest and other non-operating expense, net 28.4 8.7 226.4 % Income tax expense 125.8 104.8 20.0 % Income from continuing operations attributable to ITT Inc. 518.4 411.4 26.0 % Net income attributable to ITT Inc. $ 518.3 $ 410.5 26.3 % Gross margin 34.4 % 33.7 % 70 bp Operating expense to revenue ratio 15.7 % 17.6 % (190) bp Operating margin 18.6 % 16.1 % 250 bp Effective tax rate 19.4 % 20.2 % (80) bp All comparisons included within the Discussion of Financial Results for 2024 versus 2023 refer to results for the year ended December 31, 2024 compared to the year ended December 31, 2023, unless stated otherwise.
DISCUSSION OF FINANCIAL RESULTS 2025 VERSUS 2024 For the Year Ended December 31 2025 2024 Change Revenue $ 3,938.5 $ 3,630.7 8.5 % Gross profit 1,392.4 1,249.4 11.4 % Operating expenses 707.9 571.3 23.9 % Operating income 684.5 678.1 0.9 % Interest and other non-operating expense, net 33.0 28.4 16.2 % Income tax expense 160.1 126.3 26.8 % Income from continuing operations attributable to ITT Inc. 488.1 520.0 (6.1) % Net income attributable to ITT Inc. $ 488.0 $ 519.9 (6.1) % Gross margin 35.4 % 34.4 % 100 bps Operating expense to revenue ratio 18.0 % 15.7 % 230 bps Operating margin 17.4 % 18.7 % (130) bps Effective tax rate 24.6 % 19.4 % 520 bps All comparisons included within the Discussion of Financial Results for 2025 versus 2024 refer to results for the year ended December 31, 2025 compared to the year ended December 31, 2024, unless stated otherwise. 31 REVENUE The following table summarizes the revenue derived from each of our segments.
IP operating income for the year ended December 31, 2024 increased $32.7, driven by higher revenue, as discussed above, savings from productivity and sourcing initiatives. The increase was partially offset by higher material, labor, overhead, M&A costs, and unfavorable sales mix.
The increase was partially offset by unfavorable sales mix and higher incentive-based compensation costs. CCT operating income for the year ended December 31, 2025 increased $32.1, driven by benefits from pricing actions, net savings from productivity, sourcing, and restructuring initiatives, higher sales volume, and contributions from kSARIA.
If our estimate of tax liabilities proves different than the ultimate outcome, such differences will affect the provision for income taxes in the period in which such determination is made. 42 Acquisitions, Goodwill and Other Intangible Assets Our business acquisitions typically result in the creation of goodwill and other intangible asset balances, and these balances affect the amount and timing of future period amortization expense, as well as expense we could possibly incur as a result of an impairment charge.
Over the next 12 months, the net amount of the tax liability for unrecognized tax benefits in foreign and domestic jurisdictions is not expected to change by a significant amount. 44 Acquisitions, Goodwill and Other Intangible Assets Our business acquisitions typically result in the creation of goodwill and other intangible asset balances, and these balances affect the amount and timing of future period amortization expense, as well as expense we could possibly incur as a result of an impairment charge.
Additionally, the Inflation Reduction Act imposes a 1% excise tax on the fair market value of net stock repurchases made after December 31, 2022. The impact of this provision was not material in 2024 and future impacts will be dependent on the extent of share repurchases made in future periods.
Additionally, the Inflation Reduction Act imposes a 1% excise tax on the fair market value of net stock repurchases made after December 31, 2022. The excise tax on stock repurchases has been appropriately recognized and disclosed in the accompanying consolidated financial statements in this Form 10-K.
Corporate & Other costs increased $7.3 for the year ended December 31, 2024, primarily driven by the impact of a prior year gain of $3.7 associated with a lease termination and higher legal expenses in the current year. The increase was partially offset by favorable foreign currency impacts and lower incentive-based compensation.
The increase was partially offset by higher strategic investment costs, and temporary acquisition related amortization associated with kSARIA. Corporate & Other costs increased $23.7 for the year ended December 31, 2025, primarily due to higher incentive-based compensation costs, M&A-related professional service costs, and charitable contributions. The increase was partially offset by favorable foreign currency impacts.
Gain on sale of businesses includes $47.8 related to our July 2024 sale of the Wolverine business which was previously held within our MT segment.
Research and development (R&D) expenses decreased $5.5 for the year ended December 31, 2025, primarily driven by the divestiture of Wolverine in the prior year and by the completion of certain R&D projects during 2025. Gain on sale of businesses includes $47.8 related to our July 2024 sale of the Wolverine business which was previously held within our MT segment.
Our average daily outstanding commercial paper balance for the years ended 2024 and 2023 was $338.5 and $366.9, respectively, and the maximum outstanding commercial paper during each of those respective years was $455.0 and $669.9.
Our average daily outstanding commercial paper balance for the years ended 2025 and 2024 was $525.5 and $338.5, respectively, and the maximum outstanding commercial paper during each of those respective years was $1,113.5 and $455.0. Revolving Credit Agreement On July 30, 2025, we entered into a revolving credit facility agreement with a syndicate of third-party lenders including U.S.
Additionally, our KONI and Axtone businesses grew 15% and 6% respectively, due to strength in our rail business. The current year period also benefited from favorable foreign currency translation of $9.7. Excluding the impact from foreign currency translation and the divestiture, organic revenue increased $68.4 or 4.9%.
The current year also included growth from acquisitions of $26.1 and benefited from favorable foreign currency translation of $15.7. Excluding the impacts from acquisitions and foreign currency translation, organic revenue increased $93.4, or 6.9%.
We currently estimate 2025 contributions to our pension and other postretirement benefits plans of approximately $10. See Note 15, Postretirement Benefit Plans , for additional financial information related to our postretirement obligations. Contractual Obligations The following table summarizes ITT’s commitment to make future payments under long-term contractual obligations as of December 31, 2024.
Contractual Obligations The following table summarizes ITT’s commitment to make future payments under long-term contractual obligations as of December 31, 2025.
For the Year Ended December 31 2024 2023 Change Motion Technologies $ 314.6 $ 230.8 36.3 % Industrial Process 276.3 243.6 13.4 % Connect & Control Technologies 146.1 107.5 35.9 % Corporate & Other (61.0) (53.7) 13.6 % Total operating income $ 676.0 $ 528.2 28.0 % Operating Margin: Motion Technologies 21.7 % 15.8 % 590 bp Industrial Process 20.3 % 21.6 % (130) bp Connect & Control Technologies 17.7 % 15.4 % 230 bp Consolidated ITT 18.6 % 16.1 % 250 bp MT operating income for the year ended December 31, 2024 increased $83.8 primarily due to a $47.8 gain on sale of the Wolverine business.
For the Year Ended December 31 2025 2024 Change Motion Technologies $ 275.9 $ 314.6 (12.3) % Industrial Process 315.1 278.4 13.2 % Connect & Control Technologies 178.2 146.1 22.0 % Corporate & Other (84.7) (61.0) 38.9 % Total operating income $ 684.5 $ 678.1 0.9 % Operating Margin: Motion Technologies 19.3 % 21.7 % (240) bps Industrial Process 21.1 % 20.5 % 60 bps Connect & Control Technologies 17.5 % 17.7 % (20) bps Consolidated ITT 17.4 % 18.7 % (130) bps MT operating income for the year ended December 31, 2025 decreased $38.7, driven by the $47.8 gain on sale of the Wolverine business recognized in 2024, as well as the loss of income following the divestiture, and unfavorable foreign currency, pricing and sales mix impacts, and higher restructuring costs.
For the Year Ended December 31 2024 2023 Change Interest expense $ 36.6 $ 19.2 90.6 % Interest income (6.6) (8.8) (25.0) % Non-operating postretirement cost (benefit), net 0.2 (0.4) (150.0) % Other non-operating income, net (1.8) (1.3) 38.5 % Total interest and other non-operating expense, net $ 28.4 $ 8.7 226.4 % The increase in interest and other non-operating expense, net for the year ended December 31, 2024 was primarily due to higher interest expense related to our long-term debt in connection with our acquisitions of Svanehøj and kSARIA and a higher average interest rate on our commercial paper borrowings.
For the Year Ended December 31 2025 2024 Change Interest expense $ 48.1 $ 36.6 31.4 % Interest income (10.7) (6.6) 62.1 % Non-operating postretirement cost (benefit), net (1.1) 0.2 650.0 % Other non-operating income, net (3.3) (1.8) 83.3 % Total interest and other non-operating expense, net $ 33.0 $ 28.4 16.2 % Interest expense increased $11.5 due to higher average outstanding debt during 2025, unfavorable interest on uncertain tax positions, and financing costs associated with a bridge loan facility related to the financing of the pending SPX FLOW acquisition.
The upgraded ratings reflect ITT's conservative capital structure, product and geographic diversification, installed base, sizeable aftermarket revenue, solid EBITDA margins, and good financial flexibility. There were no other changes to our credit ratings during 2024.
The upgraded ratings reflect ITT's conservative capital structure, product and geographic diversification, installed base, sizable aftermarket revenue, solid EBITDA margins, and good financial flexibility. In December 2025, the rating agencies, Standard and Poor's, Moody’s Investors Service, and Fitch Ratings reaffirmed ITT’s investment‑grade credit ratings with a stable outlook.
During 2024, we exhausted the remaining capacity under the 2019 Plan. All repurchased shares are retired immediately following the repurchases. During the years ended December 31, 2024 and 2023, we spent $104.5 and $60.0, respectively, on open-market share repurchases under the share repurchasing plans.
There is $455.0 of remaining capacity left under the 2023 Plan as of December 31, 2025. During the years ended December 31, 2025 and 2024, we spent $525.0 and $104.0, respectively, on open-market share repurchases under the 2023 plan. See Note 18, Capital Stock for more information.
The 2021 Revolving Credit Agreement matures in August 2026 and provides for an aggregate principal amount of up to $700 of (i) revolving extensions of credit (the revolving loans) outstanding at any time, and (ii) letters of credit for a face amount up to $100 at any time outstanding.
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.
Revenue Operating Income Operating Margin EPS $3,631 $676 18.6% $6.30 10.6% Increase 28.0% Increase 250bp Increase 26.8% Increase Organic Revenue Adjusted Operating Income Adjusted Operating Margin Adjusted EPS $3,425 $643 17.7% $5.86 6.9% Increase 15.9% Increase 80bp Increase 12.5% Increase See the section titled " Key Performance Indicators and Non-GAAP Measures " for a definition and reconciliation of organic revenue, adjusted operating income, adjusted operating margin, and adjusted EPS.
Revenue Operating Income Operating Margin EPS $3,939 $685 17.4% $6.11 8.5% Increase 0.9% Increase (130)bp Decrease (3.3)% Decrease Organic Revenue Adjusted Operating Income Adjusted Operating Margin Adjusted EPS $3,712 $717 18.2% $6.72 4.8% Increase 11.2% Increase 40bp Increase 14.3% Increase See the section titled " Key Performance Indicators and Non-GAAP Measures " for a definition and reconciliation of organic revenue, adjusted operating income, adjusted operating margin, and adjusted EPS. 29 Our 2025 results include: • Revenue of $3,938.5 increased $307.8, or 8.5%, due to growth in each of our three business segments.
Our other employee-related benefit plans are generally unfunded plans as well. The projected benefit obligation of these plans declined by $8.2 during 2024 due to an increase in the discount rate. Contributions to our U.S. and non-U.S. pension and other postretirement plans were $10.5 and $9.5 during 2024 and 2023, respectively, which were used to fund participant benefits.
Contributions to our U.S. and non-U.S. pension and other postretirement plans were $9.0 and $10.5 during 2025 and 2024, respectively, which were used to fund participant benefits. We currently estimate 2026 contributions to our pension and other postretirement benefits plans of approximately $10. See Note 16, Postretirement Benefit Plans , for additional financial information related to our postretirement obligations.
See Note 17, Capital Stock , and Note 21, Acquisitions, Investments, and Divestitures , for further information. All outstanding commercial paper for both periods had maturity terms of less than three months from the date of issuance.
The proceeds of the 2025 Term Loan Credit Agreement (defined below) were used to refresh the U.S. commercial paper capacity and for other general corporate purposes. All outstanding commercial paper for both periods had maturity terms of less than three months from the date of issuance.
The table below provides our long-term debt outstanding as of December 31, 2024 and 2023. As of December 31 2024 2023 Current portion of long-term debt $ 2.6 $ 2.3 Non-current portion of long-term debt 232.6 5.7 Total long-term debt $ 235.2 $ 8.0 See Note 14, Debt , for further information. U.S.
As of December 31 2025 2024 Current portion of long-term debt $ 2.8 $ 2.6 Non-current portion of long-term debt 521.5 232.6 Total long-term debt $ 524.3 $ 235.2 2025 Term Loan Credit Agreement On April 30, 2025, the Company entered into a credit agreement (as amended, the "2025 Term Loan Credit Agreement") among the Company, as borrower, certain of our subsidiaries, as guarantors, each lender from time to time party thereto, and U.S.
Excluding the impacts from acquisition, divestiture, and foreign currency translation, organic revenue increased $64.0 or 9.3%. GROSS PROFIT Gross profit for 2024 was $1,247.3, reflecting a gross margin of 34.4%. Gross profit for 2023 was $1,107.3, reflecting a gross margin of 33.7%.
Excluding the impacts from acquisitions and foreign currency translation, organic revenue increased $51.5, or 6.2%, reflecting growth in connectors of 5% and components of 7%, primarily within the aerospace and defense markets. Revenue growth was partially offset by slower demand for electric vehicle charging applications. GROSS PROFIT Gross profit for 2025 was $1,392.4, reflecting a gross margin of 35.4%.
Excluding the impacts from the acquisition and foreign currency translation, organic revenue increased $88.2 or 7.8%. 29 Connect & Control Technologies CCT revenue for the year ended December 31, 2024 increased $125.7 primarily driven by our acquisitions of kSARIA in September 2024 and Micro-Mode in May 2023, which contributed $73.9 to total revenue growth.
Connect & Control Technologies CCT revenue for the year ended December 31, 2025 increased $191.9, including growth from acquisitions of $135.4 and favorable foreign currency translation of $5.0 .
In 2023 we had $1.4 of interest expense related to a tax audit settlement in Italy, as discussed below in the section titled "Income Tax Expense." 31 INCOME TAX EXPENSE The following table summarizes our income tax expense and effective tax rate.
INCOME TAX EXPENSE The following table summarizes our income tax expense and effective tax rate.
General and administrative (G&A) expenses increased $2.1 for the year ended December 31, 2024. The increase was primarily driven by the acquisitions of Svanehøj and kSARIA, and a prior year gain of $3.7 associated with a lease termination, partially offset by the divestiture of the Wolverine business and lower incentive compensation cost.
General and administrative (G&A) expenses increased $71.3 for the year ended December 31, 2025, primarily driven by higher incentive-based compensation, restructuring expenses, acquisition-related expenses, and unfavorable foreign currency translation.
OPERATING EXPENSES The following table provides a disaggregation of our operating expenses by expense type, as well as by segment.
OPERATING INCOME The following table summarizes our operating income and operating margin by segment.
Removed
Our 2024 results include: • Revenue of $3,630.7 increased $347.7 primarily due to the acquisitions of Svanehøj and kSARIA which contributed $230.1 to total revenue growth. The increase was also due to higher sales volume, particularly within IP's project pump and short cycle businesses, MT's Friction OEM and KONI rail businesses, and CCT's connectors business, and pricing actions.
Added
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 .
Removed
This was offset by the Wolverine and Matrix divestitures, which reduced total revenue by $79.0, and unfavorable foreign currency translation of $24.7. • Operating income of $676.0 increased $147.8, primarily due to higher revenue and a $47.8 gain on sale of the Wolverine business in MT, partially offset by higher material, labor, overhead, M&A costs, and unfavorable sales mix. • Income from continuing operations was $6.30 per diluted share, an increase of $1.33 as compared to the prior year.
Added
Management’s discussion and analysis of financial condition and results of operations have been adjusted to reflect the change in accounting principle. EXECUTIVE SUMMARY During 2025, we delivered strong financial results, which included revenue and operating income growth, operating margin expansion, EPS growth and effective deployment of capital.
Removed
The increase was primarily due to higher operating income, and lower share count resulting from open-market share repurchases executed during the year, partially offset by higher interest due to acquisition-related debt, and higher corporate expenses. 27 Throughout 2024, we remained committed to creating value through effective capital deployment, which included the following: • In January, we acquired Svanehøj for $407.6, a leading provider of customized critical liquid and cryogenic pumps for liquefied gas applications for the marine sector .
Added
IP drove significant growth with pump projects, CCT saw strength across connectors and components within the aerospace and defense markets, and MT continued to outperform with share gains in automotive and strength in rail, resulting in total ITT organic revenue growth of 4.8% for the year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs of December 31, 2024, our outstanding commercial paper was $424.5, with a weighted average interest rate of 4.80%. We estimate that a hypothetical increase in interest rates of 100 basis points would result in approximately $4.3 of additional annual interest expense based on current borrowing levels.
Biggest changeWe estimate that a hypothetical increase in interest rates of 100 basis points would result in approximately $7.8 of additional annual interest expense based on current borrowing levels. Our sensitivity to interest rate fluctuations will increase following the completion of the pending SPX FLOW acquisition due to the expected $2.8 billion in long-term debt financing of the transaction.
This calculation 44 assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices. To mitigate this risk, from time to time, we enter into derivative financial instruments (e.g., forward contracts) with creditworthy counterparties.
This calculation assumes that all currencies change in the same direction and proportion relative to the U.S. dollar and that there are no indirect effects, such as changes in non-U.S. dollar sales volumes or prices. To mitigate this risk, from time to time, we enter into derivative financial instruments (e.g., forward contracts) with creditworthy counterparties.
Despite the rate cuts in 2024, high interest rates continue to impact our cost of debt and may adversely impact customer behavior, including demand for our products. These conditions have contributed to a strengthening of the U.S. dollar relative to foreign currencies, which has resulted in unfavorable foreign currency translation impacts.
Despite the rate cuts in 2024 and 2025, high interest rates continue to impact our cost of debt and may adversely impact customer behavior, including demand for our products. These conditions have contributed to a strengthening of the U.S. dollar relative to foreign currencies, which has resulted in unfavorable foreign currency translation impacts.
The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding floating rate, which consists primarily of commercial paper and the US term loan. While the Company is exposed to global interest rate fluctuations, it is most affected by fluctuations in U.S. interest rates.
The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding floating rate, which consists primarily of commercial paper and the 2025 Term Loan. While the Company is exposed to global interest rate fluctuations, it is most affected by fluctuations in U.S. interest rates.
The impact from changes in market conditions is generally minimized through our normal operating and financing activities. However, we may use derivative instruments, primarily forward contracts, interest rate swaps and futures contracts, to manage some of these risks. We do not use derivative financial instruments for trading or other speculative purposes.
The impact from changes in market conditions is generally minimized through our normal operating and financing activities. However, we may use derivative instruments, primarily foreign currency options and forward contracts, interest rate swaps and futures contracts, to manage some of these risks. We do not use derivative financial instruments for trading or other speculative purposes.
Assuming all other variables remain constant, we estimate that a hypothetical 10% change in steel prices, excluding any impact of purchased component parts, would impact pre-tax earnings by approximately $6 to $8. We estimate that a hypothetical 10% change in prices for any other commodity would not be material to our financial statements.
Assuming all other variables remain constant, we estimate that a hypothetical 10% change in steel prices, excluding any impact of purchased component parts, would impact pre-tax earnings by approximately $5 to $7. We estimate that a hypothetical 10% change in prices for any other commodity would not be material to our financial statements.
Since 2020, the cost of raw materials, including commodities such as steel, that we use in our production processes has increased. The impact of higher commodity prices on our financial results during 2024 was partially mitigated by fixed-price supply contracts with suppliers as well as by pricing actions.
The cost of raw materials, including commodities such as steel, that we use in our production processes typically increases each year. The impact of higher commodity prices on our financial results during 2025 was partially mitigated by fixed-price supply contracts with suppliers as well as by pricing actions.
Based on a sensitivity analysis, a hypothetical 10% change in the foreign currency exchange rates for the year ended December 31, 2024 would have impacted our pre-tax earnings by approximately $43.
Our principal currency exposures relate to the Euro, Chinese renminbi, Czech koruna, South Korean won, Saudi riyal, Danish krone, Polish zloty, and Mexican peso. 46 Based on a sensitivity analysis, a hypothetical 10% change in the foreign currency exchange rates for the year ended December 31, 2025 would have impacted our pre-tax earnings by approximately $48.
Our foreign currency exchange rate risk relates to receipts from customers, payments to suppliers and intercompany transactions denominated in foreign currencies. Our principal currency exposures relate to the Euro, Chinese renminbi, Czech koruna, Danish krone, Singapore Dollar, Polish zloty, South Korean won, Saudi riyal, Mexican peso, and Israeli new shekel.
Our foreign currency exchange rate risk relates to receipts from customers, payments to suppliers and intercompany transactions denominated in foreign currencies.
Added
As of December 31, 2025, our outstanding commercial paper was $258.0, with a weighted average interest rate of 2.42% and our outstanding long-term debt was $520.0, with a variable annual interest of 4.72%.

Other ITT 10-K year-over-year comparisons