On September 12, 2024, we completed the acquisition of 100% of the privately held stock of kSARIA for a preliminary purchase price of $461.8, net of cash acquired and including deferred consideration of $4.5 expected to be paid in 2025. The final price is subject to a customary working capital adjustment. kSARIA is a leading manufacturer of mission-critical cable assembly and networking application solutions primarily for the aerospace and defense market. kSARIA is headquartered in New Hampshire, with approximately 1,000 employees across five manufacturing sites in the U.S. and one in Mexico. kSARIA and its acquired subsidiaries generated sales of approximately $175.0 in 2023. Subsequent to the acquisition, kSARIA’s financial results are reported within our CCT segment.

The primary areas of the purchase price allocations that are not yet finalized for the kSARIA acquisition relate to the valuation of certain tangible and intangible assets, liabilities, income tax, and residual goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. The Company expects to obtain the information necessary to finalize the fair value of the net assets and liabilities during the measurement period, not to exceed one year from the acquisition date. Changes to the preliminary estimate of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur.

The assets acquired and liabilities assumed for the kSARIA acquisition were recorded at fair value and are shown in the table below, including adjustments to the preliminary purchase price as of September 28, 2024, and during the fourth quarter of 2024. The impact to the current period income statement resulting from the adjustments was not material.


kSARIA - Allocation of Purchase Price	Preliminary 9/28/2024		Q4 2024 Adjustments		Preliminary 12/31/2024
Receivables	$	28.1	$	(1.4)	$	26.7
Inventory	50.6		(2.6)		48.0
Plant, property and equipment	5.8		3.6		9.4
Goodwill(a)	276.0		(31.7)		244.3
Other intangible assets	166.0		19.1		185.1
Other assets	8.9		1.4		10.3
Accounts payable and accrued liabilities	(27.9)		(0.6)		(28.5)
Other liabilities	(42.6)		12.1		(30.5)

Contract liabilities	(3.0)		—		(3.0)
Net assets acquired	$	461.9	$	(0.1)	$	461.8

(a) Goodwill acquired with kSARIA is primarily attributable to the complementary nature of its product portfolio to ITT’s existing connectors portfolio. Goodwill arising from the acquisition is not expected to be deductible for income tax purposes.

On January 19, 2024, the Company completed the acquisition of 100% of the privately held stock of Svanehøj for a purchase price of $407.6, net of cash acquired of $28.0. Svanehøj is a Denmark-based supplier of pumps and related aftermarket services with leading positions in cryogenic applications for the marine sector. Svanehøj employs approximately 400 employees and has operations in Denmark, Singapore and France. Svanehøj had sales of approximately $148 in 2023. Subsequent to the acquisition, Svanehøj’s financial results are reported within our IP segment. As of December 31, 2024, the allocation of the purchase price to the assets acquired and liabilities assumed was finalized related to our acquisition of Svanehøj.

On May 2, 2023, the Company completed the acquisition of 100% of the privately held stock of Micro-Mode for a purchase price of $79.0, net of cash acquired. Micro-Mode is a specialty designer and manufacturer of high-bandwidth radio frequency (RF) connectors for harsh environment defense and space applications. Micro-Mode has a single manufacturing site near San Diego, California. Subsequent to the acquisition, Micro-Mode’s financial results are reported within our CCT segment. As of December 31, 2024, the allocation of the purchase price to the assets acquired and liabilities assumed was finalized related to our acquisition of Micro-Mode.


Allocation of Purchase Price	Svanehøj (Final)(b)		Micro-Mode (Final)
Receivables	$	22.4	$	2.7
Inventory	39.5		5.3
Plant, property and equipment	19.1		6.1
Goodwill(a)	215.6		44.9
Other intangible assets	212.6		28.7
Other assets	9.0		0.2
Accounts payable and accrued liabilities	(28.0)		(2.6)
Other liabilities	(52.8)		(6.3)
Contract liabilities	(29.8)		—
Net assets acquired	$	407.6	$	79.0

(a) Goodwill related to the acquisition of Svanehøj is primarily attributable to future economic benefits expected from our entrance into the marine sector, our expanded presence in the energy market, and geographic expansion. Goodwill arising from acquisitions is not expected to be deductible for income tax purposes.

(b) The purchase price allocation of Svanehøj was updated subsequent to the preliminary allocation in Q1 2024, including an increase to goodwill of $13.7 and a decrease to intangible assets, other liabilities and inventory of $13.4, $1.5 and $1.1, respectively. There was no material impact to the income statement for any period resulting from the change.

During the second quarter of 2022, we purchased a minority investment of 46% in CRP Technology Srl and 33% in CRP USA LLC (collectively "CRP") for $23.0. CRP is a manufacturer of reinforced composite materials for 3D printing for the aerospace, defense, premium automotive, and motorsports industries. CRP's Windform® high-performance materials enable engineers to develop complex, customized designs while providing lightweight and exceptionally durable products. In both May 2023 and May 2024, ITT purchased an additional 9% of CRP USA LLC for $1.4. These additional investments brought ITT’s direct share ownership in CRP USA LLC to 51% as of December 31, 2024. The investment in CRP USA LLC is accounted for as an equity method investment as we do not have control of the entity due to a supermajority board voting requirement.

On July 22, 2024, the Company completed the sale of its Wolverine business, part of the MT segment prior to the divestiture, to an unrelated third party for a price of $186.2 (or $177.9, net of cash divested). The transaction resulted in a pre-tax gain of $47.8. In connection with the divestiture, cumulative translation losses of $3.6 were reclassified out of Accumulated Other Comprehensive Loss and included in the gain on sale. Subsequent to the sale, Wolverine will act as a third-party supplier to the Company’s MT segment.

On December 29, 2023, we completed the sale of our Matrix business, an aerospace and defense components manufacturer within our CCT segment, to a third party for total cash proceeds of $1.0. In connection with this transaction, we recorded a pre-tax loss of $15.3.

During the second quarter of 2023, we completed the sale of a product line within our CCT segment to a third party for $10.5. The Company determined that the product line met the definition of a business per ASC 805, Business Combinations. As a result of the transaction, we recognized a pre-tax gain on sale of $7.2.