ITT 10-K Annual Report Dec. 31, 2020 | Alphaminr
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ITT 10-K Fiscal year ended Dec. 31, 2020

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ITT INC.
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TABLE OF CONTENTS
Part IItem 1. Description Of BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion & Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 ITT Inc.s Amended and Restated Articles of Incorporation, effective as of May 25, 2018(Incorporated by reference to Exhibit 3.1 of ITT Inc.s Form 8-K dated May 25, 2018 (File No. 001-05672) 3.2 Amended and Restated By-laws of ITT Inc., effective as of May 25, 2018Incorporated by reference to Exhibit 3.2 of ITT Inc.s Form 8-K dated May 25, 2018 (File No. 001-05672) 4.1 Description of Registrant's SecuritiesIncorporated by reference to Exhibit 4.1 of ITT Inc.s Form 10-K for the year ended December 31, 2019 (File No. 001-05672). 10.1 Distribution Agreement, dated as of October25, 2011, among ITT Corporation, Xylem Inc. and Exelis Inc.(Incorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-05672).) 10.2 Benefits and Compensation Matters Agreement, dated as of October25, 2011, among ITT Corporation, Xylem Inc. and Exelis Inc.Incorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-05672). 10.3 First Amendment to Benefits and Compensation Matters Agreement, dated as of October 25, 2011Incorporated by reference as Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2013 10.4 Tax Matters Agreement, dated as of October25, 2011, among ITT Corporation, Xylem Inc. and Exelis Inc.Incorporated by reference to Exhibit 10.3 of ITT Inc.s Form 10-Q for the quarter ended September30, 2011 (File No. 001-05672). 10.5 Master Transition Services Agreement, dated as of October25, 2011, among ITT Corporation, Xylem Inc. and Exelis Inc.Incorporated by reference to Exhibit 10.4 of ITT Inc.s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-05672). 10.6 ITT Transitional Trademark License Agreement- Exelis, dated as of October25, 2011, between ITT Manufacturing Enterprises LLC and Exelis Inc.Incorporated by reference to Exhibit 10.5 of ITT Inc.s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-05672). 10.7 Master Lease Agreement and Master Sublease Agreement, dated as of October25, 2011 and September30, 2011, respectivelyIncorporated by reference to Exhibit 10.6 of ITT Inc.s Form 10-Q for the quarter ended September 30, 2011 (File No. 001-05672). 10.8 Five Year Competitive Advance and Revolving Credit Facility Agreement, dated as of November 25, 2014 among ITT Corporation and the Other Parties Signatory TheretoIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 8-K dated November 25, 2014 (File No. 001-05672). 10.9 Instrument of Assumption and Amendment Agreement, dated as of May 16, 2016, to the Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of among ITT Inc., ITT LLC and the Administrative AgentIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 8-K dated May 16, 2016 (File No. 001-05672). 10.10 First Amendment to Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of November 29, 2016, among ITT Inc. and the lenders party theretoIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 8-K dated November 30, 2016 (File No. 001-05672). 10.11 Second Amendment to Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of June 1, 2018, among ITT Inc. and the lenders party theretoIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2018 (File No. 001-05672). 10.12 Third Amendment to Five-Year Competitive Advance and Revolving Credit Facility Agreement, dated as of November 5, 2019, among ITT Inc. and the lenders party theretoIncorporated by reference to Exhibit 10.12 of ITT Inc.s Form 10-K for the year ended December 31, 2019 (File No. 001-05672). 10.13 Credit Agreement, dated as of April 29, 2020, between ITT Inc. and U.S. Bank National AssociationIncorporated by reference to Exhibit 10.5 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 (File No. 001-05672) 10.14 Credit Agreement, dated as of April 29, 2020, between ITT Inc. and BNP ParibusIncorporated by reference to Exhibit 10.6 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 (File No. 001-05672) 10.15 Indenture between ITT Corporation and Union Bank N.A., as Trustee dated May 1, 2009Incorporated by reference to Exhibit 4.3 of ITT Inc.s Form S-3 dated September 18, 2015 (File No. 001-05672). 10.16 First Supplemental Indenture, dated as of May 16, 2016, between ITT Corporation, ITT Inc. and MUFG Union Bank, N.A. as TrusteeIncorporated by reference to Exhibit 4.2 of ITT Inc.s Post-Effective Amendment No.1 to Registration Statement on Form S-3 dated May 16, 2016 (File No. 333-207006). 10.17* ITT Annual Incentive Plan for Executive Officers, amended and restated as of May 16, 2016Incorporated by reference to Exhibit 10.5 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2016 (File No. 001-05672). 10.18* ITT Retirement Savings Plan (amended and restated effective January 1, 2020) 10.19* ITT Supplemental Retirement Savings Plan, amended and restated as of May 2, 2020 10.20* ITT Senior Executive Severance Pay Plan, amended and restated as of June 17, 2019Incorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2019 (File No. 001-05672). 10.21* ITT Senior Executive Change in Control Severance Pay Plan, amended and restated as of June 17, 2019Incorporated by reference to Exhibit 10.3 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2019 (File No. 001-05672). 10.22* ITT Change in Control Severance Plan, amended and restated as of May 16, 2016Incorporated by reference to Exhibit 10.10 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2016 (File No. 001-05672). 10.23* ITT Deferred Compensation Plan, as amended and restated as of May 16, 2016Incorporated by reference to Exhibit 10.4 of ITT Inc.s Form 8-K dated May 16, 2016 (File No. 001-05672). 10.24* ITT Deferred Compensation Plan for Non-Employee Directors, amended and restated as of December 31, 2019Incorporated by reference to Exhibit 10.4 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 (File No. 001-05672). 10.25* Non-Employee Director Compensation SummaryIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended June 30, 2019 (File No. 001-05672). 10.26* 2011 Omnibus Incentive PlanIncorporated by reference to Exhibit 4.3 of ITT Inc.s Registration Statement on Form S-8 as filed on October 28, 2011 (File No. 001-05672). 10.27* ITT 2003 Equity Incentive Plan, amended and restated as of February15, 2008 and approved by shareholders on May13, 2008 (previously amended and restated as of July13, 2004 and subsequently amended as of December18, 2006)and previously known as ITT Industries, Inc. 2003 Equity Incentive PlanIncorporated by reference to Exhibit 10.5 of ITT Inc.s Form 10-Q for the quarter ended June30, 2008 (File No. 001-05672). 10.28* Omnibus Amendment to Long-Term Incentive Plans, dated as of May 16, 2016Incorporated by reference to Exhibit 10.2 of ITT Inc.s Current Report on Form 8-K dated May 16, 2016 (File No. 001-05672). 10.29* Amendment to the ITT Consolidated Hourly Pension Plan, dated as of February 19, 2020Incorporated by reference to Exhibit 10.3 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 (File No. 001-05672). 10.30* Consulting Agreement between Thomas Scalera and ITT Inc.Incorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended September 30, 2020 (File No. 001-05672). 10.31* Form of 2020 Performance Unit Award AgreementIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 (File No. 001-05672). 10.32* Form of 2020RestrictedStockUnit Award AgreementIncorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 (File No. 001-05672). 10.33* Form of 2019 Performance Unit Award AgreementIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2019 (File No. 001-05672). 10.34* Form of 2019 Restricted Stock Unit Award AgreementIncorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2019 (File No. 001-05672). 10.35* Form of 2018 Performance Unit Award AgreementIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2018 (File No. 001-05672). 10.36* Form of 2018 Restricted Stock Unit Award AgreementIncorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2018 (File No. 001-05672). 10.37 Form of ITT Inc. Indemnification Agreement with its directors and officersIncorporated by reference to Exhibit 10.5 to ITT Inc.s Form 8-K dated May 16, 2016 (File No. 001-05672). 21.1 Subsidiaries of the Registrant 23.1 Consent of Deloitte& Touche LLP 31.1 Certification pursuant to Rule13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to Rule13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002