# ITT INC. (ITT)

Informational only - not investment advice.

CIK: 0000216228
SIC: 3561 Pumps & Pumping Equipment
SIC breadcrumb: [Manufacturing](/division/D/) > [Industrial And Commercial Machinery And Computer Equipment](/major-group/35/) > [SIC 3561 Pumps & Pumping Equipment](/industry/3561/)
Latest 10-K filed: 2026-02-09
SEC page: https://www.sec.gov/edgar/browse/?CIK=216228
Filing source: https://www.sec.gov/Archives/edgar/data/216228/000021622826000012/itt-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 3938500000 | USD | 2025 | 2026-02-09 |
| Net income | 488000000 | USD | 2025 | 2026-02-09 |
| Assets | 6310400000 | USD | 2025 | 2026-02-09 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-09. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000216228.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 2,405,400,000 | 2,585,300,000 | 2,745,100,000 | 2,846,400,000 | 2,477,800,000 | 2,765,000,000 | 2,987,700,000 | 3,283,000,000 | 3,630,700,000 | 3,938,500,000 |
| Net income | 186,100,000 | 113,500,000 | 333,700,000 | 325,100,000 | 72,500,000 | 316,300,000 | 367,000,000 | 412,200,000 | 519,900,000 | 488,000,000 |
| Operating income | 276,600,000 | 319,300,000 | 397,300,000 | 411,400,000 | 226,500,000 | 504,300,000 | 468,000,000 | 530,500,000 | 678,100,000 | 684,500,000 |
| Gross profit | 760,900,000 | 819,900,000 | 887,200,000 | 910,100,000 | 782,200,000 | 899,500,000 | 922,300,000 | 1,109,600,000 | 1,249,400,000 | 1,392,400,000 |
| Diluted EPS | 2.07 | 1.28 | 3.76 | 3.67 | 0.83 | 3.66 | 4.38 | 4.98 | 6.32 | 6.11 |
| Assets | 3,601,700,000 | 3,700,200,000 | 3,846,800,000 | 4,107,700,000 | 4,277,600,000 | 3,565,400,000 | 3,780,300,000 | 3,932,600,000 | 4,731,300,000 | 6,310,400,000 |
| Liabilities | 2,173,300,000 | 2,102,400,000 | 2,021,900,000 | 2,029,900,000 | 2,149,700,000 | 1,334,700,000 | 1,522,900,000 | 1,393,500,000 | 1,945,500,000 | 2,219,100,000 |
| Stockholders' equity | 1,426,400,000 | 1,596,100,000 | 1,822,400,000 | 2,074,900,000 | 2,126,400,000 | 2,225,800,000 | 2,248,100,000 | 2,528,200,000 | 2,778,800,000 | 4,084,400,000 |
| Cash and cash equivalents | 460,700,000 | 389,800,000 | 561,200,000 | 612,100,000 | 859,800,000 | 647,500,000 | 561,200,000 | 489,200,000 | 439,300,000 | 1,742,900,000 |
| Net margin | 7.74% | 4.39% | 12.16% | 11.42% | 2.93% | 11.44% | 12.28% | 12.56% | 14.32% | 12.39% |
| Operating margin | 11.50% | 12.35% | 14.47% | 14.45% | 9.14% | 18.24% | 15.66% | 16.16% | 18.68% | 17.38% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000216228.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2021-Q3 | 2021-10-02 |  |  | 1.01 | reported discrete quarter |
| 2022-Q1 | 2022-04-02 |  |  | 0.88 | reported discrete quarter |
| 2022-Q2 | 2022-07-02 |  |  | 0.89 | reported discrete quarter |
| 2022-Q3 | 2022-10-01 |  |  | 1.23 | reported discrete quarter |
| 2023-Q1 | 2023-04-01 |  |  | 1.20 | reported discrete quarter |
| 2023-Q2 | 2023-07-01 | 833,900,000 | 108,200,000 | 1.31 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 822,100,000 | 110,800,000 | 1.34 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 829,100,000 | 91,500,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-30 | 910,600,000 | 111,000,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-29 | 905,900,000 | 119,200,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-28 | 885,200,000 | 161,100,000 | 1.96 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 929,000,000 | 127,000,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-29 | 913,000,000 | 108,400,000 | 1.33 | reported discrete quarter |
| 2025-Q2 | 2025-06-28 | 972,400,000 | 121,000,000 | 1.52 | reported discrete quarter |
| 2025-Q3 | 2025-09-27 | 999,100,000 | 126,900,000 | 1.62 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 1,054,000,000 | 131,700,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-04-04 | 1,211,900,000 | 78,000,000 | 0.89 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/216228/000021622826000036/itt-20260404.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-04-04

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(In millions, except per share amounts, unless otherwise stated)

OVERVIEW

ITT Inc., through its worldwide subsidiaries, is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, energy, and health and nutrition markets. We manufacture components that are integral to the operation of systems and manufacturing processes in these key markets. Our products enable functionality for applications where reliability and performance are critically important to our customers and the users of their products.

Our businesses share a common, repeatable operating model centered on our engineering capabilities. Each business applies its technology and engineering expertise to solve our customers’ most pressing challenges. Our applied engineering provides a valuable business relationship with our customers given the critical nature of their applications. This in turn provides us with unique insight to our customers’ requirements and enables us to develop solutions to assist our customers in achieving their business goals. Our technology and customer intimacy produce opportunities to capture recurring revenue streams, aftermarket opportunities and long-lived platforms from original equipment manufacturers (OEMs).

Our product and service offerings are organized into three reportable segments: Flow Technologies (FT), Motion Technologies (MT), and Connect & Control Technologies (CCT). Flow Technologies, formerly Industrial Process, was renamed following our acquisition of SPX FLOW to reflect the expanded scale and capabilities of the combined operations. See Note 3, Segment Information, to the Consolidated Condensed Financial Statements for a summary description of each segment. Additional information is also available in our 2025 Annual Report within Part I, Item 1, “Description of Business.”

All comparisons included within Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to the comparable three months ended March 29, 2025, unless stated otherwise.

Effective January 1, 2026, the Company is presenting intangible amortization as a separate line item within the consolidated statements of operations to enhance transparency and comparability. For additional information on the change in presentation, refer to Note 1, Description of Business and Basis of Presentation. Management’s discussion and analysis of the financial condition and results of operations have been adjusted to reflect the change in presentation.

ITT Inc. | Q1 2026 Form 10-Q | 25

Global Macroeconomic Conditions

Global macroeconomic conditions continue to evolve against a backdrop of geopolitical uncertainty and shifting market demands. While these dynamics created areas of variability, the Company continued to apply disciplined execution and strategic investment across its businesses. For the remainder of 2026, we expect demand to remain firm, but with variation between industrial end markets. In addition, changes in geopolitical and energy market risk, tariffs and trade policies, workforce availability and cost, technology transformation and cost inflation are factors that we are watching that may impact our performance going forward.

Geopolitical and Energy Market Risk: Geopolitical developments, including heightened tensions and active conflict in the Middle East, may impact global supply chains, energy pricing trends, and defense‑related procurement. In particular, the developing U.S. military conflict with Iran, along with the closure of the Strait of Hormuz, has contributed to increased volatility in global energy markets and higher oil and natural gas prices. These dynamics may influence customer investment decisions, project timing, logistics costs, and overall market conditions across certain end markets. At the same time, our growing presence in critical flow technologies, energy‑related applications, and resilient aftermarket channels helps balance exposure to near‑term volatility. Additionally, select programs within CCT may benefit from sustained or increased investments in defense, security, and national infrastructure. Overall, our continued portfolio evolution and diversified end‑market exposure are intended to enhance durability and adaptability across macroeconomic and geopolitical cycles.

Tariffs and Trade Policies: Ongoing tariff regimes and changes in global trade frameworks may influence input costs and sourcing patterns. Trade policy volatility has remained elevated; however, recent legal developments, including a U.S. Supreme Court decision invalidating certain tariffs imposed in prior administrations, have introduced increased clarity into the trade environment. In response, the U.S. government has established programs to allow eligible companies to seek refunds of previously paid tariffs, and we are currently pursuing recovery under applicable refund mechanisms, where appropriate. The timing and ultimate amount of any recovery remain uncertain.

Workforce Availability and Cost: Labor markets remain tight in certain geographies and functions, particularly for specialized technical and engineering roles, although availability has improved modestly in some regions as workforce participation and hiring conditions have adjusted. Wage inflation has moderated relative to prior periods but continues to exceed historical norms in select locations. We continue to address these dynamics through targeted talent development, workforce planning, and selective automation, which enhance productivity while supporting high levels of quality, safety, and on‑time delivery. These initiatives strengthen our long‑term operational capabilities and support sustainable growth across varying demand environments.

Technology Transformation: Advancements in automation, data analytics, artificial intelligence, and digital manufacturing platforms continue to accelerate across industrial markets. We view this shift as an opportunity to further enhance efficiency, reliability, and customer value; however, it also exposes us to additional cybersecurity risks and the possibility that our competitors may adopt and leverage these technologies more rapidly or effectively. We are continuing to expand digital investments across operations and product lines, including technologies that improve asset performance, energy efficiency and total costs for customers.

Supply Chain and Cost Inflation: We continue to experience variability in material availability, logistics conditions, and input costs caused by geopolitical developments, trade policy actions, and intermittent supply-chain disruptions. While inflationary pressures have moderated in certain categories relative to prior periods, cost volatility and supplier risk persist. We are addressing these factors through dual‑sourcing strategies, long‑term supply agreements, strengthened supplier partnerships, and targeted inventory buffers, which help support consistent delivery performance and mitigate potential impacts.

Sustainability and Energy Transition: Evolving environmental expectations, energy-security priorities, and customer decarbonization initiatives continue to influence capital spending and product design. These trends are creating opportunities across our portfolio, particularly in energy-efficient solutions, advanced flow technologies, and cryogenic and compressor systems supporting liquid natural gas, ammonia, hydrogen, and carbon capture applications. We continue to invest in product innovation and operational sustainability, enhancing our ability to support customers as they balance decarbonization goals with reliability, affordability, and system resiliency requirements.

ITT Inc. | Q1 2026 Form 10-Q | 26

EXECUTIVE SUMMARY

The following table provides a summary of key performance indicators for the first quarter of 2026 as compared to the first quarter of 2025. There were four additional working days in the quarter versus the prior

year.

Revenue

Operating Income

Operating Margin

EPS

$1,212

$141

11.7%

$0.89

33% Increase

-6% Decrease

-480 bps Decrease

-28% Decrease

Organic Revenue*

Adjusted Operating Income*

Adjusted Operating Margin*

Adjusted EPS*

$1,013

$246

20.3%

$1.98

11% Increase

42% Increase

130 bps Increase

25% Increase

*Represents a non-GAAP financial measure

Further details related to these results are contained elsewhere in the Discussion of Financial Results section. Refer to the section titled “Key Performance Indicators and Non-GAAP Measures” for definitions and reconciliations between GAAP and non-GAAP metrics, including organic revenue, adjusted operating income, adjusted operating margin, and adjusted EPS.

Our first quarter 2026 results are summarized below:

•Revenue of $1,211.9 increased by $298.9 including $151.4 from acquisition activity and $47.8 from favorable foreign currency translation. Organic revenue increased 10.9%, or $99.7, driven by growth in pump projects and valves in FT, strength across end markets in CCT, led by aerospace and defense, and Friction original equipment market outperformance in MT.

•Operating income of $141.2 decreased 6.4%, or $9.7, primarily due to acquisition-related costs of $67.5 and increased intangible amortization expense of $12.7 related to our acquisition of SPX FLOW. Adjusted operating income increased 41.7%, or $72.3, driven by volume leverage, benefits from productivity actions, and a favorable foreign currency impact, partially offset by material cost inflation.

•Income from continuing operations was $0.89 per diluted share, a decrease of $0.44 as compared to the prior year, primarily due to acquisition-related costs and intangible amortization expenses. Adjusted income from continuing operations was $1.98 per diluted share, an increase of 25.3%, or $0.40, due to a strong operational performance by each business segment, including accretion from the acquisition of SPX FLOW, partially offset by an increase in interest and tax expenses and a higher weighted average share count.

DISCUSSION OF FINANCIAL RESULTS

For the Three Months Ended

April 4,

2026

March 29,

2025

Change

Revenue

$

1,211.9 

$

913.0 

32.7 

%

Gross profit

428.8 

323.2 

32.7 

%

Operating expenses

287.6 

172.3 

66.9 

%

Operating income

141.2 

150.9 

(6.4)

%

Interest and non-operating expenses, net

12.4 

6.6 

87.9 

%

Income tax expense

49.3 

35.2 

40.1 

%

Net income attributable to ITT Inc.

$

78.0 

$

108.4 

(28.0)

%

Gross margin

35.4 

%

35.4 

%

— 

bps

Operating expense to revenue ratio

23.7 

%

18.9 

%

480 

bps

Operating margin

11.7 

%

16.5 

%

(480)

bps

Effective tax rate

38.3 

%

24.4 

%

1,390 

bps

ITT Inc. | Q1 2026 Form 10-Q | 27

REVENUE

The following table illustrates the revenue derived from each of our segments.

For the Three Months Ended

April 4,

2026

March 29,

2025

Change

Organic Growth(a)

Flow Technologies

$

537.4 

333.3 

61.2 

%

12.2 

%

Motion Technologies

397.2 

$

346.1 

14.8 

%

5.3 

%

Connect & Control Technologies

278.5 

234.7 

18.7 

%

17.5 

%

Eliminations and Other

(1.2)

(1.1)

Total Revenue

$

1,211.9 

$

913.0 

32.7 

%

10.8 

%

(a)See the section titled “Key Performance Indicators and Non-GAAP Measures” for a definition and reconciliation of organic revenue.

Flow Technologies

FT revenue for the three months ended April 4, 2026 increased $204.1, including $151.4 from acquisition activity and $12.1 from favorable foreign currency translation. Organic revenue increased 12.2%, or $40.6, primarily reflecting growth in project pumps of 16% and short-cycle of 10%, including a strong execution from Svanehøj and valves.

Motion Technologies

MT revenue for the three months ended April 4, 2026 increased $51.1, including $32.8 from favorable foreign currency translation. Organic r

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

ITEM  7.

MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and the notes related thereto. As we noted earlier in the Forward-Looking and Cautionary Statements of this Annual Report on Form 10-K, this Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk (along with other sections of this Annual Report), may contain forward-looking statements. The risks discussed in Part I, Item 1A, Risk Factors, and other risks identified in this Annual Report on Form 10-K could cause our actual results to differ materially from those expressed by such forward-looking statements.

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. 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.

OVERVIEW

ITT Inc., through its worldwide subsidiaries, is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial and energy markets. Our product and service offerings are organized into three segments: Motion Technologies (MT), Industrial Process (IP), and Connect & Control Technologies (CCT). 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.

Effective January 1, 2025, the Company changed its method of determining the cost for certain inventories from a last-in, first-out (LIFO) to first-in, first out (FIFO) for all inventories previously accounted for under LIFO. For additional information on the change in accounting principle, refer to Note 1, Description of Business and Basis of Presentation. Management’s discussion and analysis of financial condition and results of operations have been adjusted to reflect the change in accounting principle.

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. The following table provides a summary of key performance indicators for 2025 in comparison to 2024.

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. 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. In addition, the 2025 results included incremental revenue of $161.5, primarily from our 2024 acquisition of kSARIA, and benefitted from favorable foreign currency translation of $64.6. The 2024 Wolverine divestiture reduced our total revenue growth by $89.2.

•Operating income of $684.5 increased $6.4, as benefits from higher volume, productivity and pricing, and contributions from acquisitions more than offset the prior year gain on sale of the Wolverine business of $47.8, cost inflation, increased restructuring, acquisition-related expenses, and unfavorable sales mix. Adjusted operating income increased 11.2%.

•Income from continuing operations was $6.11 per diluted share, a decrease of 3.3%, which primarily reflects the prior year gain on sale of Wolverine, a higher effective tax rate, and increased interest expense, partially offset by a lower weighted average share count. Adjusted EPS was $6.72, an increase of 14.3%, reflecting the strength in core operations throughout the year.

Throughout 2025, we remained committed to creating value through effective capital deployment, which included the following:

•Capital expenditures over $120 for the second year in a row, reflecting our continued commitment to fund future growth through capacity expansion, productivity and innovation.

•Executed repurchases of 3.8 shares of common stock on the open market for $521.0.

•$111.0 in dividend payments to our shareholders. Our dividends declared in 2025 of $1.40 per share represented a 10% increase over the dividends per share declared of $1.28 in 2024.

•Enter into a definitive agreement to acquire SPX FLOW for $4,775 to be funded through a combination of cash and equity.

Global Macroeconomic Conditions

Throughout 2025, global macroeconomic conditions evolved against a backdrop of geopolitical uncertainty and shifting market demands. While these dynamics created areas of variability, the Company continued to apply disciplined execution and strategic investment across its businesses. In 2026 we expect demand to remain firm, but with variation between industrial end markets. In addition, changes in tariffs and trade policies, geopolitical and energy market risk, workforce availability and cost, technology transformation and cost inflation are factors that we are watching that may impact our performance going forward.

Tariffs and Trade Policies: Ongoing tariff regimes and changes in global trade frameworks may influence input costs and sourcing patterns. At the same time, these dynamics reinforce the value of our multi‑sourcing, localization, and regional manufacturing strategies. We also continue to monitor developments associated with the United States‑Mexico‑Canada Agreement (USMCA) and ensure that our operations, supply‑chain partners, and cross‑border flows remain compliant with its requirements. Adhering to USMCA rules of origin, documentation standards, and regional content thresholds helps support stable access to North American markets, reduces potential trade-related disruptions, mitigates trade duties, and lowers costs.

Geopolitical and Energy Market Risk: Geopolitical developments may impact supply chains, energy pricing trends, and defense-related procurement. For example, while such factors can shift project timing in certain Industrial Process markets, our growing presence in critical flow technologies and resilient aftermarket channels helps balance exposure. Moreover, select programs in Connect & Control Technologies may benefit from sustained investments in defense and security. Overall, our portfolio evolution aims to strengthen durability across macro cycles.

Workforce Availability and Cost: Tight labor markets and specialized skill requirements remain industry‑wide considerations. We continue to address these trends through talent development and selective automation, which help maintain high levels of quality and delivery performance. These efforts strengthen our long‑term operational capabilities and support sustainable growth.

Technology Transformation: Accelerating advancements in automation, data analytics, and artificial intelligence continue to reshape manufacturing and industrial solutions. We view this shift as an opportunity to further enhance efficiency, reliability, and customer value but it also exposes us to additional cyber related risks and the possibility

30

that our competitors are able to adapt and utilize this technology at a faster pace and with greater success than we do, We are expanding digital investments across operations and product lines, including technologies that improve energy efficiency and reduce operating costs for customers.

Supply Chain and Cost Inflation: We continue to experience variability in material availability, logistics conditions, and input costs caused by supply chain disruptions, geopolitical developments and tariff pressures. We are using dual‑sourcing strategies, long‑term agreements, strengthened supplier partnerships, and targeted inventory buffers to support consistent delivery performance and help mitigate potential impacts.

Sustainability and Energy Transition: Evolving environmental expectations and customer decarbonization initiatives are influencing product design and purchasing priorities. These trends create meaningful opportunities across our portfolio, particularly in energy efficient solutions, advanced flow technologies, and cryogenic/compressor systems supporting liquid natural gas, ammonia, hydrogen, and CO₂ applications. We are continuing to invest in product innovation and operational sustainability, which enhances our ability to support customers in meeting their current and future requirements.

Agreement to Acquire SPX FLOW

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. On December 4, 2025, we entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with LSF11 Redwood Parent, L.P., LSF11 Redwood TopCo LLC (the "Target") and ITT Industries Holdings, Inc., our wholly owned subsidiary, to acquire SPX FLOW, Inc. ("SPX FLOW"), a subsidiary of the Target and a leading provider of pumps, valves, mixers, aftermarket services, and other flow and process solutions (the "Acquisition"), 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. We expect the acquisition of SPX FLOW to add critical equipment and adjacent flow and process technologies that will extend ITT’s capabilities to address complex customer challenges across a wide variety of key growth markets, including food & beverage, personal care, industrial, chemical, energy, and mining.

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.

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.

Motion Technologies

MT revenue for the year ended December 31, 2025 decreased $19.6 primarily driven by the prior year divestiture of the Wolverine business which generated $89.1 of revenue during 2024. This decline was partially offset by strength in Friction original equipment reflecting our market outperformance and growth across our KONI business. The current year also benefited from favorable foreign currency translation $44.0. Excluding the impact from the divestiture and foreign currency translation, organic revenue increased $25.5, or 1.9%.

Industrial Process

IP revenue for the year ended December 31, 2025 increased $135.2, driven primarily by growth in pump projects, reflecting strength across markets and geographies. 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%.

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. 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%. Gross profit for 2024 was $1,249.4, reflecting a gross margin of 34.4%. The increases in gross profit and gross margin were primarily driven by benefits from pricing actions and volume growth, net savings from productivity and sourcing initiatives and favorable foreign currency translation, partially offset by unfavorable sales mix.

32

OPERATING EXPENSES

The following table provides a disaggregation of our operating expenses by expense type, as well as by segment. 

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.

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.

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.

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.

OPERATING INCOME

The following table summarizes our operating income and operating margin by segment.

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. The decrease was partially offset by productivity and supply chain savings and benefits from sales volume growth.

IP operating income for the year ended December 31, 2025 increased $36.7, driven by benefits from pricing actions, higher sales volume, net savings from supply chain, restructuring, and productivity initiatives, lower

33

acquisition-related expenses, and favorable foreign currency impacts. 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. 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.

INTEREST AND OTHER NON-OPERATING EXPENSE (INCOME), NET

The following table summarizes our interest and other non-operating expense (income), net.

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. These drivers were partially offset by lower average interest rates on commercial paper borrowings. Interest income increased $4.1 due to a higher cash on deposit following receipt of $1.3 billion in proceeds from our December 2025 common stock public offering. Other non-operating income net increased $1.5 due to a gain on sale of an equity method investment.

INCOME TAX EXPENSE

The following table summarizes our income tax expense and effective tax rate.

For the Year Ended December 31

2025

2024

Change

Income tax expense

$

160.1 

$

126.3 

26.8 

%

Effective tax rate

24.6 

%

19.4 

%

520 

bps

The higher effective tax rate in 2025 compared to 2024 primarily resulted from the jurisdictional mix of earnings and was driven, in part, by losses generated in entities subject to a valuation allowance. 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.

Recent Income Tax Legislation

In October 2021, more than 135 countries and jurisdictions agreed to participate in a “two-pillar” international tax approach developed by the Organisation for Economic Co-operation and Development (the "OECD"), which includes establishing a global minimum corporate tax rate of 15 percent. The OECD published Tax Challenges Arising from the Digitalisation of the Economy — Global Anti-Base Erosion Model Rules (Pillar Two) in December 2021 and subsequently issued additional commentary and administrative guidance clarifying several aspects of the model rules. Since the model rules have been released, many countries have enacted Pillar Two-related laws, many of which became effective on January 1, 2024 with additional laws effective on January 1, 2025. As of December 31, 2025, Pillar Two did not have a significant impact on our 2025 financial statements.

On January 5, 2026, the OECD released a Pillar Two Administrative Guidance package containing the Side-by-Side Safe Harbor (the "SbS"). Under the SbS, Multinational Enterprises headquartered in a jurisdiction that has a Qualified SbS Regime are eligible for the SbS election. The United States is listed as a jurisdiction with a Qualified SbS Regime. By making the SbS election, top-up taxes under the Income Inclusion Rule (the "IIR") and Undertaxed Profits Rule (the "UTPR") are set to zero. Note, however, that the SbS does not have an impact on the application of Pillar 2 Qualified Domestic Minimum Top-up Taxes (the "QDMTT"). Jurisdictions are required to implement the SbS

34

effective for fiscal years beginning on or after January 1, 2026 (or at the earliest practicable date where there are constitutional or other superior law constraints preventing retroactive adoption). ITT will monitor the adoption of SbS in each jurisdiction and intends to elect the SbS where available.

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. 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. 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.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both domestic and international) and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others. We have applied the capitalization and amortization requirements under Section 174, as amended by the One Big Beautiful Bill Act (the "OBBBA"), in the current year. The application of these provisions did not have a material impact on the effective tax rate for the year. We will continue to assess their effect on the effective tax rate in future periods.

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. Significant factors that affect our overall management of liquidity include our cash flow from operations, credit ratings, the availability of commercial paper, access to bank lines of credit, term loans, and the ability to attract long-term capital on satisfactory terms. We assess these factors along with current market conditions on a continuous basis, and as a result, may alter the mix of our short- and long-term financing when it is advantageous to do so. We expect to have enough liquidity to fund operations for at least the next 12 months and beyond.

We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We support our growth and expansion in markets outside of the U.S. through the enhancement of existing products and development of new products, increased capital spending, and potential foreign acquisitions. We look for opportunities to access cash balances in excess of local operating requirements to meet our global liquidity needs in a cost-efficient manner. We transfer cash between certain international subsidiaries and the U.S. when it is cost effective to do so. 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. 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. 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.

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. Program

$

— 

$

424.4 

Commercial Paper Outstanding - Euro Program

258.0 

— 

In the year ended December 31, 2025, we borrowed under the European commercial paper program to partially refinance the Company’s U.S. commercial paper. The proceeds of the 2025 Term Loan Credit Agreement (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. 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. 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). The 2021 Revolving Credit Agreement was terminated on July 30, 2025 with no outstanding balances remaining. The 2025 Revolving Credit Agreement matures in July 2030 and provides for an aggregate principal amount of up to $1,100. The 2025 Revolving Credit Agreement provides for a potential increase of commitment of up to $550 for a possible maximum of $1,650 in aggregate commitments at the request of the Company and with the consent of the institutions providing such increase of commitments.

36

The 2025 Revolving Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create certain liens; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of all or substantially all of our assets and liquidate or dissolve. Additionally, the 2025 Revolving Credit Agreement requires us not to permit the ratio of consolidated total indebtedness net of unrestricted cash in excess of $100 to consolidated earnings before interest, taxes, depreciation, amortization and other special, extraordinary, unusual, or non-recurring items (adjusted consolidated EBITDA) (leverage ratio) to exceed 3.50 to 1.00, with a qualified acquisition step up immediately following such qualified acquisition of 4.00 to 1.00 for four quarters, 3.75 to 1.00 for two quarters thereafter, and returning to 3.50 to 1.00 thereafter.

Borrowings under the 2025 Revolving Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) term secured overnight financing rate ("Term SOFR") plus a margin ranging from 0.785% to 1.150%, or (ii) an alternate base rate plus a margin ranging from 0% to 0.150%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Revolving Credit Agreement. There is a commitment fee under the 2025 Revolving Credit Agreement ranging from 0.090% to 0.225% of commitments under the 2025 Revolving Credit Agreement. As of December 31, 2025, we had no outstanding borrowings under the 2025 Revolving Credit Agreement and all financial covenants (e.g., leverage ratio) were within the prescribed thresholds.

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.

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. Bank National Association, as the administrative agent. The 2025 Term Loan Credit Agreement has a maturity of two years and provides for a term loan of $750. Proceeds of the term loan were applied to pay down the Company’s U.S. commercial paper capacity and for other general corporate purposes, including working capital needs. In connection with the entry into the 2025 Revolving Credit Agreement, on July 30, 2025, the Company and lenders entered into an amendment to the 2025 Term Loan Credit Agreement to modify certain covenant baskets and other terms (including amendments to the leverage ratio definition) to conform to the 2025 Revolving Credit Agreement.

Total outstanding borrowings under the Amended 2025 Term Loan Credit Agreement were $520.0 as of December 31, 2025. Borrowings under the 2025 Term Loan Credit Agreement bear interest at an annual rate equal to, at the Company’s option, either (i) Term SOFR plus a margin ranging from 0.875% to 1.375%, or (ii) an alternate base rate plus a margin ranging from 0.0% to 0.375%, with the applicable margin determined by reference to the Company’s debt ratings set forth in the 2025 Term Loan Credit Agreement. The loans under the 2025 Term Loan Credit Agreement may be prepaid by the Company at any time, in whole or in part, without penalty or premium, subject to certain conditions. During 2025, the Company made repayments of $230.0. The 2025 Term Loan Credit Agreement contains customary affirmative and negative covenants.

U.S. Term Loan

On September 12, 2024, the Company entered into a credit agreement (the kSARIA Credit Agreement) among the Company, as borrower, each lender from time to time party thereto, and U.S. Bank National Association, as the administrative agent, sole lead arranger and sole bookrunner. The kSARIA Credit Agreement had a maturity of three years and provided for a term loan of $464, which had been borrowed and was used to finance the Company’s acquisition of kSARIA on September 12, 2024. During 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. 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. 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. 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. The following table summarizes net cash derived from operating, investing, and financing activities for the years ended December 31, 2025 and 2024.

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.

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. Capital expenditures, while exceeding $120 for the second year in a row, decreased $2.6 during 2025 and we received government incentives of $7.9 for our capital investment projects in Italy.

Financing Activities

The increase in net cash from financing activities of $494.0 was primarily driven by proceeds of $1,314.1 from the issuance of common stock to finance the pending acquisition of SPX FLOW. These proceeds were partially offset by a year-over-year change in commercial paper activity of $451.8 and increased repurchases of ITT common stock of $416.5 in the current year.

Dividends

The amount and timing of dividends payable on our common stock are within the sole discretion of our Board of Directors and will be based on, and affected by, a number of factors, including our financial position and results of operations, available cash, expected capital spending plans, prevailing business conditions, and other factors the Board of Directors deems relevant. Therefore, we cannot provide any assurance as to what level of dividends, if any, will be paid in the future. 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. 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). 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.

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. 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. Our other employee-related benefit plans are generally unfunded plans as well. The projected benefit obligation of these plans increased by $0.6 during 2025 due to interest costs of $2.6 and an actuarial loss of $1.7, offset by benefits paid of $3.9.

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.

Contractual Obligations

The following table summarizes ITT’s commitment to make future payments under long-term contractual obligations as of December 31, 2025.

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. This amount has been excluded from the contractual obligations table due to an inability to reasonably estimate the timing of payments in individual years.

(a)Represents unconditional purchase agreements that are enforceable and legally binding and that specify all significant terms to purchase goods or services, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase agreements that are cancellable without penalty have been excluded.

(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.

(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. 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.

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. The related acquisition and disposition agreements allocate certain assets and liabilities among the parties and contain various representation and warranty clauses and may provide indemnities for a misrepresentation or breach of the representations and warranties by either party or for assumed or excluded liabilities. These provisions address a variety of subjects. The term and monetary amounts of each such provision are defined in the specific agreements and may be affected by various conditions and external factors. Many of the provisions have expired either by operation of law or as a result of the terms of the agreement. 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. 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. From time to time, we may provide certain third-party guarantees that may be affected by various conditions and external factors, some of which could require that payments be made under such guarantees. We do not consider the maximum exposure or current recorded liabilities under our third-party guarantees to be material either individually or in the aggregate. We do not believe such payments would have a material adverse impact on our financial statements.

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). In addition, we consider certain measures to be useful to management and investors when evaluating our operating performance for the periods presented. These measures provide a tool for evaluating our ongoing operations and management of assets from period to period. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including, but not limited to, acquisitions, dividends, and share repurchases. Some of these metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for measures determined in accordance with GAAP. We consider the non-GAAP measures disclosed in this Annual Report on Form 10-K to be key performance indicators. These measures, which may not be comparable to similarly titled measures reported by other companies, consist of the following:

•“Organic Revenue” is defined as revenue, excluding the impacts of foreign currency fluctuations, acquisitions, and divestitures that may or may not qualify as discontinued operations. Current year activity from acquisitions is excluded for twelve months following the closing date of acquisition. The period-over-period change resulting from foreign currency fluctuations is estimated using a fixed exchange rate for both the current and prior periods. Prior year revenue is adjusted to exclude activity during the comparable period for twelve months post-closing date for divestitures that do not qualify as discontinued operations. 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.

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. Special items represent charges or credits that impact current results, which management views as unrelated to the Company’s ongoing operations and performance.

•“Adjusted Operating Margin” is defined as adjusted operating income divided by revenue. We believe these financial measures are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

Reconciliations of operating income to adjusted operating income for the years ended December 31, 2025 and 2024 are provided below.

Year Ended December 31, 2025

Motion

Technologies

Industrial

Process

Connect & Control

Technologies

Corporate

ITT Inc.

Operating income

$

275.9 

$

315.1 

$

178.2 

$

(84.7)

$

684.5 

Restructuring costs

9.4 

8.2 

3.7 

— 

21.3 

Acquisition-related costs

— 

0.8 

0.9 

9.5 

11.2 

Other special items

(0.1)

0.9 

(1.0)

0.3 

0.1 

Adjusted operating income

$

285.2 

$

325.0 

$

181.8 

$

(74.9)

$

717.1 

Operating margin

19.3 

%

21.1 

%

17.5 

%

17.4 

%

Adjusted operating margin

20.0 

%

21.7 

%

17.9 

%

18.2 

%

Year Ended December 31, 2024

Motion

Technologies

Industrial

Process

Connect & Control

Technologies

Corporate

ITT Inc.

Operating 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. Special items represent charges or credits, on an after-tax basis, that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. The after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred and the tax deductibility under local tax rules. “Adjusted Income from Continuing Operations per Diluted Share” (Adjusted EPS) is defined as adjusted income from continuing operations divided by diluted weighted average common shares outstanding. We believe that adjusted income from continuing operations and adjusted EPS are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

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. 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.

(b)Other pre-tax special items for the full year 2025 include interest expense associated with uncertain tax positions.

(c)2025 includes tax expense on distributions of non-U.S. income of $12.6, tax expense on undistributed foreign earnings of $4.9, tax expense from tax rate change impacts of $1.8, and other tax expense special items of $0.8.

(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. Significant accounting policies used in the preparation of the financial statements are discussed in Note 1, Description of Business, Basis of Presentation and Summary of Significant Accounting Policies, to the Consolidated Financial Statements. An accounting policy is deemed critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes to the estimate that are reasonably possible could materially affect the financial statements. Senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of ITT’s Board of Directors.

The accounting estimates and assumptions discussed below are those that we consider most critical to fully understanding our financial statements and evaluating our results as they are inherently uncertain, involve the most subjective or complex judgments, include areas where different estimates reasonably could have been used, and the use of an alternative estimate that is reasonably possible could materially affect the financial statements. We base our estimates on historical experience and other data and assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management believes the accounting estimates employed and the resulting balances reported in the Consolidated Financial Statements are reasonable; however, actual results could differ materially from our estimates and assumptions.

Revenue Recognition

Revenue is derived from the sale of products and services to customers. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. For product sales, other than certain long-term construction and production type contracts where we have no alternative use for the product and have an enforceable right to payment, we recognize revenue at the time control of our promised goods or services passes to the customer, generally when products are shipped and the contractual terms have been fulfilled.

We recognize revenue for certain highly customized long-term design and build projects using the cost-to-cost method, based upon the percentage of costs incurred to total projected costs. Revenue and profit recognized under the cost-to-cost method are based on management’s estimates of measures such as total contract revenues, contract costs and the extent of progress toward completion. Due to the long-term nature of the contracts, these estimates are subject to uncertainties and require significant judgment. Estimates of contract costs include labor hours and rates, and material costs. These estimates consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation and market rates. We update our estimates on a periodic basis and any revisions to such estimates are recorded in earnings in the period in which they are determined. Provisions for estimated losses, if any, on uncompleted long-term contracts, are made in the period in which such losses are determined.

For contracts recognized at a point in time, provisions for estimated losses, if any, on uncompleted arrangements are recognized in the period in which such losses are determined. These estimates are subject to uncertainties and require significant judgment. They may consider historical performance, the complexity of the work to be performed, the estimated time to complete the project, and other economic factors such as inflation.

Additionally, accruals for estimated expenses related to sales returns and warranties are made at the time products are sold. Reserves for sales returns, rebates and other allowances are established using historical information on the frequency of returns for a particular product and period over which products can be returned. For distributors and resellers, our typical return period is less than 180 days. Future market conditions and product transitions may require us to take actions to increase customer incentive offerings, possibly resulting in a reduction in revenue at the time the incentive is offered.

Warranty accruals are established using historical information on the nature, frequency, and average cost of warranty claims and estimates of future costs. Our standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Although we engage in extensive product quality programs and processes, we base our estimated warranty obligation on product warranty terms offered to customers, ongoing product failure rates, materials usage, service delivery costs incurred in correcting a product failure, and specific product class failures outside of our baseline experience and associated overhead costs. 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. In addition to direct labor and materials to fulfill a contract or anticipated contract, we exercise judgment in determining which costs are allocated, including allocations of contract management and depreciation of tooling used to fulfill the contract. Additionally, overall contract profitability is estimated in determining cost recoverability.

Income Taxes

Deferred income tax assets and liabilities are determined based on the estimated future tax effects of differences between the financial reporting and tax bases of assets and liabilities, applying currently enacted tax rates in effect for the year in which we expect the differences will reverse. We periodically assess the likelihood that we will be able to recover our deferred tax assets, and we reflect any changes to our estimate of the amount we are more likely than not to realize as a valuation allowance, with a corresponding adjustment to earnings or other comprehensive income (loss), as appropriate. The ultimate realization of deferred tax assets depends on the generation of future taxable income (including the reversals of deferred tax liabilities) during the periods in which those deferred tax assets will become deductible.

The Company assesses all available positive and negative evidence regarding the realizability of its deferred tax assets. Significant judgment is required in assessing the need for any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, both positive and negative, including the future reversal of existing taxable temporary differences, taxable income in carryback periods, prudent and feasible tax planning strategies, estimated future taxable income, and whether we have a recent history of losses. 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.  ITT uses U.S. earnings and profits to estimate the undistributed local statutory foreign earnings.  ITT is indefinitely reinvested in the excess of financial reporting over tax basis in its foreign subsidiaries that exceeds undistributed U.S. earnings and profits.

The calculation of our deferred and other tax balances involves significant management judgment when dealing with uncertainties in the application of complex tax regulations and rulings in a multitude of taxing jurisdictions across our global operations. The Company is routinely audited by U.S. federal, state and foreign tax authorities, the results of which could cause proposed assessments against the Company. We recognize potential liabilities and record tax liabilities for anticipated tax audit issues based on our estimate of whether, and to the extent to which, additional taxes will be due. Furthermore, we recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position in consideration of applicable tax statutes and related interpretations and precedents and the expected outcome of the proceedings (or negotiations) with the taxing authorities. Tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized on ultimate settlement.

We adjust our liability for uncertain tax positions in light of changing facts and circumstances; however, the ultimate resolution of a tax examination may differ from the amounts recorded in the financial statements for a number of reasons, including the Company’s decision to settle rather than litigate a matter, relevant legal precedent related to similar matters, and the Company’s success in supporting its filing positions with the tax authorities. 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. 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. The cost of acquired companies is allocated to identifiable tangible and intangible assets based on estimated fair value, with the excess allocated to goodwill. Accordingly, we have a significant balance of acquisition date intangible assets, including customer relationships, trademarks, proprietary technology and goodwill. We engage third-party valuation specialists to assist us in determining the acquisition date fair values as necessary.

The allocation of purchase price requires management to make significant estimates and assumptions. Critical estimates include, but are not limited to, future revenue and profit margins, royalty rates, discount rates, customer retention rates, technology migration curves and useful lives assigned to acquired intangible assets. While we believe our assumptions and estimates are reasonable, they are inherently uncertain and based in part on experience, market conditions, projections of future performance and information obtained from management of the acquired companies.

We review goodwill and indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. We also review the carrying value of our finite-lived intangible assets for potential impairment when impairment indicators arise. We conduct our annual impairment tests as of the first day of the fourth quarter. When reviewing for impairment, we may opt to make an initial qualitative evaluation, which considers present events and circumstances, to determine the likelihood of impairment. Our decision to perform a qualitative impairment assessment for an individual reporting unit in a given year is influenced by a number of factors, including the significance of the excess of the reporting unit's estimated fair value over carrying value at the last quantitative assessment date, changes in macroeconomic, industry and reporting-unit specific conditions and the amount of time in between quantitative fair value measurements. If the likelihood of impairment is not considered to be more likely than not, then no further testing is performed.

In cases when we opt not to perform a qualitative evaluation, or the qualitative evaluation indicates that the likelihood of impairment is more likely than not, we then perform a quantitative impairment test for goodwill. We test each reporting unit for goodwill impairment quantitatively at a minimum of once every three years. We compare the estimated fair value of each reporting unit to its carrying value. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired. If the carrying value of the net assets assigned to the reporting unit exceeds its fair value, then we record an impairment loss equal to the difference. In our annual impairment test for indefinite-lived intangible assets, we compare the fair value of those assets to their carrying value. We recognize an impairment loss when the estimated fair value of the indefinite-lived intangible asset is less than its carrying value.

We estimate the fair value of our reporting units using an income approach. Under the income approach, we calculate fair value based on the present value of estimated future cash flows. We estimate the fair value of our indefinite-lived intangible assets using the relief from royalty method. The relief from royalty method estimates the portion of a company’s earnings attributable to an intellectual property asset based on an assumed royalty rate that the company would have paid had the asset not been owned.

Determining the fair value of a reporting unit or an indefinite-lived intangible asset is judgmental in nature and involves the use of significant estimates and assumptions, particularly related to future operating results and cash flows. These estimates and assumptions include, but are not limited to, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, assumed royalty rates, future economic and market conditions, and the identification of appropriate market comparable data. In addition, the identification of reporting units and the allocation of assets and liabilities to the reporting units when determining the carrying value of each reporting unit also requires judgment. Goodwill is tested for impairment at the reporting unit level, which, based on the applicable accounting guidance, is either the operating segment or one level below (e.g., the divisions of our CCT segment). The fair value of our reporting units and indefinite-lived intangible assets are based on estimates and assumptions that are believed to be reasonable. 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. 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 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. Accruals for environmental exposures are recorded on a site-by-site basis when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated, based on current law and existing technologies. Significant judgment is required to determine both the likelihood of a loss and the estimated amount of loss. Engineering studies, probability techniques, historical experience, and other factors are used to identify and evaluate remediation alternatives and their related costs in estimating our reserve for environmental liabilities. 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 estimated liability is reduced to reflect the participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective share of the relevant costs and that share can be reasonably estimated. Our environmental accruals are reviewed quarterly and adjusted if needed based on progress of investigation and remediation efforts and as additional technical or legal information become available, such as the impact of negotiations with regulators and other potentially responsible parties, settlements, rulings, advice of legal counsel, and other current information.

We closely monitor our environmental responsibilities, together with trends in the environmental laws. Environmental remediation reserves are subject to numerous inherent uncertainties that affect our ability to estimate our share of the costs. Such uncertainties involve incomplete information regarding particular sites, incomplete information regarding other potentially responsible parties, uncertainty regarding the nature and extent of contamination at each site, uncertainties concerning the extent of remediation required under existing regulations, uncertainties concerning our share of any remediation liability, if any, widely varying cost estimates associated with potential alternative remedial approaches, uncertainty with regard to the length of time required to remediate a particular site, uncertainties concerning the potential effects of continuing improvements in remediation technology, and unpredictable nature and timing of changes in environmental standards and regulatory requirements. The effect of legislative or regulatory changes on environmental standards could be material to the Company’s financial statements. Additionally, violations by us of such laws and regulations, discovery of previously unknown or more extensive contamination, litigation involving environmental impacts, our inability to recover costs associated with any such developments, or financial insolvency of other potentially responsible parties could have a material adverse effect on our financial statements.

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.

Recent Accounting Pronouncements

See Note 2, Recent Accounting Pronouncements, to the Consolidated Financial Statements for a complete discussion of recent accounting pronouncements.
