ITT (ITT) risk factors, FY2025 10-K

ITT's FY2025 10-K, filed Feb 09, 2026, lists 27 risk factors in 2 groups. Against the prior year's 20: 8 new, 1 dropped, 4 substantially reworded.

Risk factors listed
272 groups
New this year
8vs 20 last year
Dropped
1since the prior 10-K
Substantially reworded
4of those kept
Section length
9k wordsItem 1A

What the changes say

  • The risk section is dominated by the pending SPX FLOW acquisition, which adds significant new debt, integration hurdles, and unknown liabilities.

What changed since the prior 10-K

New

  • NewBusiness and Operating Risks

    We may face risks related to the use of Artificial Intelligence and Generative AI technologies

    We face operational, ethical, and cybersecurity risks from adopting artificial intelligence and generative AI tools.

  • NewLegal and Regulatory Risks

    The acquisition of SPX FLOW (the "Acquisition") may not be completed within the expected timeframe, or at all, and the failure to complete the Acquisition could adversely impact our stock price and our future business and financial results

    Failure to complete the SPX FLOW acquisition within the expected timeframe or at all could hurt our stock price.

  • NewLegal and Regulatory Risks

    We may be unable to integrate SPX FLOW successfully and realize the anticipated benefits of the Acquisition

    We may fail to successfully integrate SPX FLOW and achieve anticipated operational synergies and growth opportunities.

  • NewLegal and Regulatory Risks

    Any anticipated benefits from the Acquisition may vary from expectations

    Anticipated financial benefits and double-digit EPS accretion from the SPX FLOW acquisition may not materialize as expected.

  • NewLegal and Regulatory Risks

    SPX FLOW may have liabilities that are not known to us

    SPX FLOW may carry unknown or contingent liabilities that our due diligence failed to uncover.

  • NewLegal and Regulatory Risks

    Acquisition accounting adjustments could adversely affect our financial results

    Acquisition accounting adjustments and fair value allocations for SPX FLOW could negatively impact our future financial results.

  • NewLegal and Regulatory Risks

    While the Acquisition is pending, we and SPX FLOW will be subject to business uncertainties that could adversely affect our respective businesses

    Pending the SPX FLOW acquisition, business uncertainties may disrupt relationships with customers, suppliers, and employees.

  • NewLegal and Regulatory Risks

    Financing the Acquisition will result in an increase in our indebtedness, which could adversely affect us, including by decreasing our business flexibility and increasing our interest expense

    Financing the SPX FLOW acquisition via a $2,875 million term loan facility will increase total debt to approximately $3,660 million.

Dropped

  • DroppedBusiness and Operating Risks

    unavailability of our information technology systems, the failure of these systems to perform as anticipated for any reason, or any significant breach of security could cause significant disruption to our business or could result in decreased performance and increased costs

Reworded

  • 56% rewrittenBusiness and Operating Risks

    Tariffs remain uncertain and may continue to have a negative impact to our business

    Updated to cite early 2025 U.S. government announcements on tariffs affecting industrial components and raw materials from China and other trading partners.

  • 54% rewrittenBusiness and Operating Risks

    Our operations could be disrupted, and our business could be materially and adversely affected by our inability to prevent, detect or adequately respond to cybersecurity breaches

    Retained core cybersecurity risk text regarding third-party IT dependency and data collection vulnerabilities without material substantive changes.

  • 41% rewrittenBusiness and Operating Risks

    A significant portion of our revenue is derived from a single customer. Loss of this customer, a loss of business with this customer, or a reduction in this customer's market share, could adversely impact our financial results

    Renamed largest customer from Continental to Aumovio SE, noting revenue contribution decreased from 7% in 2024 to 6% in 2025.

  • 23% rewrittenBusiness and Operating Risks

    Increased scrutiny from investors, lenders and other market participants regarding our environmental, social and governance or sustainability responsibilities could expose us to additional costs and adversely impact our reputation, business, financial performance and growth

    Added specific mention of new U.S. and European Union climate-related disclosure requirements increasing compliance costs.

All 27 risk factors

Headings as the filing states them, in filing order.

Business and Operating Risks

  1. 01Our operating results have been, and may continue to be, adversely affected by unfavorable or uncertain global macroeconomic and capital market conditions
  2. 02Our business has been, and may continue to be, adversely affected by raw material price volatility, a limited number of suppliers and the inability of suppliers to meet quality and delivery requirements
  3. 03Recent mergers, acquisitions or venture investments could present operational challenges and past divestitures and spin-offs may expose us to potential liabilities, all of which could adversely affect our results of operations and financial position
  4. 04The industries in which we operate are experiencing a skilled labor shortage and if we are unable to hire and retain key personnel, including engineering talent and senior management talent, our ability to operate or grow our business could be negatively impacted
  5. 05We believe product performance, reliability and innovation, application expertise, enforcement of intellectual property rights, brand reputation, and price are principal points of competition in our markets
  6. 06Our operations could be disrupted, and our business could be materially and adversely affected by our inability to prevent, detect or adequately respond to cybersecurity breaches54% rewritten
  7. 07We may face risks related to the use of Artificial Intelligence and Generative AI technologiesNew
  8. 08The Company’s ability to manage its business and monitor results is highly dependent upon information and communication systems, and a failure of these systems, including flaws in the implementation of any business system, could adversely impact our business or financial results
  9. 09A significant portion of our revenue is derived from a single customer. Loss of this customer, a loss of business with this customer, or a reduction in this customer's market share, could adversely impact our financial results41% rewritten
  10. 10Due to our operations and sales outside of the U.S., we are subject to inherent business risks, including the imposition of tariffs, which may adversely affect our financial results
  11. 11Tariffs remain uncertain and may continue to have a negative impact to our business56% rewritten
  12. 12Our business is impacted by our customers' levels of capital investment, maintenance expenditures, production, and market cyclicality
  13. 13A material business interruption, particularly at one of our manufacturing facilities, could negatively impact our ability to generate sales and meet customer demand
  14. 14Increased scrutiny from investors, lenders and other market participants regarding our environmental, social and governance or sustainability responsibilities could expose us to additional costs and adversely impact our reputation, business, financial performance and growth23% rewritten

Legal and Regulatory Risks

  1. 15We are subject to risks related to government contracting, including changes in levels of government spending and regulatory and contractual requirements applicable to sales to the U.S. government
  2. 16Changes in our effective tax rates as a result of changes in the realizability of our deferred tax assets, the geographic mix of earnings, tax examinations or disputes, tax authority rulings or changes in the tax laws may adversely affect our financial results
  3. 17Changes in environmental laws or regulations, the discovery of previously unknown or more extensive contamination or the failure of a potentially responsible party to perform may adversely affect our financial results
  4. 18Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation, as well as export controls and trade sanctions, could result in fines or criminal penalties
  5. 19We are subject to laws, regulations and potential claims relating to product liability
  6. 20Anti-takeover provisions in our organizational documents and Indiana law could delay or prevent a change in control
  7. 21The acquisition of SPX FLOW (the "Acquisition") may not be completed within the expected timeframe, or at all, and the failure to complete the Acquisition could adversely impact our stock price and our future business and financial resultsNew
  8. 22We may be unable to integrate SPX FLOW successfully and realize the anticipated benefits of the AcquisitionNew
  9. 23Any anticipated benefits from the Acquisition may vary from expectationsNew
  10. 24SPX FLOW may have liabilities that are not known to usNew
  11. 25Acquisition accounting adjustments could adversely affect our financial resultsNew
  12. 26While the Acquisition is pending, we and SPX FLOW will be subject to business uncertainties that could adversely affect our respective businessesNew
  13. 27Financing the Acquisition will result in an increase in our indebtedness, which could adversely affect us, including by decreasing our business flexibility and increasing our interest expenseNew

Other ITT 10-Ks

  • FY2024 10-K risk factors
    20 risks

    ITT relies heavily on key suppliers and raw materials, facing margin pressure from commodity price volatility and skilled labor shortages.

    Filed Feb 10, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.