ITT 10-K Annual Report Dec. 31, 2022 | Alphaminr

ITT 10-K Fiscal year ended Dec. 31, 2022

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. [reserved]Item 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 InformationItem 9C. Disclosures Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

2.1 Membership Interest Purchase Agreement, dated as of June 30, 2021, among ITT Inc., InTelCo Management LLC, and Sapphire TopCo, Inc.Incorporated by reference to Exhibit 2.1 of ITT Inc.s Form 8-K dated July 1, 2021 3.1 Amended and Restated Articles of Incorporation, effective as of May 23, 2018Incorporated by reference to Exhibit 3.1 of ITT Inc.s Form 8-K dated May 25, 2018 3.2 Amended and Restated By-laws of ITT Inc., effective as of February 14, 2023 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 10.1 Credit Agreement, dated August 5, 2021, among ITT Inc. and Other Parties Signatory TheretoIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended July 3, 2021 10.2 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 10.3 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 10.4* 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 10.5* ITT Retirement Savings Plan (amended and restated effective January 1, 2020)Incorporated by reference to Exhibit 10.18 of ITT Inc.s Form 10-K for the year ended December 31, 2020 10.6* ITT Supplemental Retirement Savings Plan, amended and restated as of May 2, 2020Incorporated by reference to Exhibit 10.19 of ITT Inc.s Form 10-K for the year ended December 31, 2020 10.7* 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 10.8* 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 10.9* 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 10.10* 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 10.11* ITT Deferred Compensation Plan for Non-Employee Directors, amended and restated as of January 1, 2020Incorporated by reference to Exhibit 10.4 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 10.12* Non-Employee Director Compensation SummaryIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended October 1, 2022 10.13* 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 10.14* 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 10.15* 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 10.16* 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 10.17* Form of 2023 Performance Unit Award Agreement 10.18* Form of 2023 Restricted Stock Unit Award Agreement 10.19* Form of 2022 Performance Unit Award AgreementIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended April 2, 2022 10.20* Form of 2022 Restricted Stock Unit Award AgreementIncorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended April 2, 2022 10.21* Form of 2022 Restricted Stock Unit Award Agreement for Non-Employee DirectorsIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended July 2, 2022 10.22* Form of 2021 Performance Unit Award AgreementIncorporated by reference to Exhibit 10.1 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2021 10.23* Form of 2021 Restricted Stock Unit Award AgreementIncorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2021 10.24* 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 10.25* Form of 2020 Restricted Stock Unit Award AgreementIncorporated by reference to Exhibit 10.2 of ITT Inc.s Form 10-Q for the quarter ended March 31, 2020 10.26 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 10.27* Amended Offer LetterbetweenMary Beth Gustafssonand ITT Inc. 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