ITT · ITT Inc.

ITT Inc.'s 8-K/A amendment under Item 9.01 furnishes critical financial disclosures for its $4.8 billion acquisition of SPX FLOW, providing audited consolidated financials for SPX FLOW for the years ended December 31, 2025 and 2024, along with unaudited pro forma combined condensed financial statements. SPX FLOW reported 2025 revenues of $1.34 billion, down slightly from $1.38 billion in 2024, with gross profit of $557.4 million and operating income improving to $159.2 million from $140.5 million, driven by lower cost of products sold and intangible amortization despite restructuring charges. Net loss narrowed to $12.5 million from $44.8 million, aided by positive foreign currency translation gains of $149.3 million contributing to total comprehensive income of $127.9 million. Balance sheet shows total assets stable at $3.39 billion, with significant goodwill ($999.2 million) and intangibles ($1,479.9 million), offset by high long-term debt of $1,756.4 million. Operating cash flow remained steady at $99.9 million. The pro forma statements illustrate the combined entity's scale post-acquisition as of December 31, 2025: revenue $5.28 billion, operating income $619.1 million, but increased interest expense to $189.4 million from the $2.875 billion Term Loan Facility used to fund the deal. Purchase consideration of $4,775 million reflects strategic expansion into process technologies for nutrition, health, and precision markets, with preliminary fair value adjustments boosting goodwill to $3.8 billion in pro forma assets totaling $11.0 billion. This acquisition significantly enhances ITT's portfolio but introduces integration risks and higher leverage for investors to monitor.