SEC Filing | ITT Inc.

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itt-20230930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from to

Commission File Number: 001-05672

ITT INC.


Indiana						81-1197930
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

100 Washington Boulevard, 6th Floor, Stamford, CT 06902

(Principal Executive Office)

Telephone Number: (914) 641-2000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	ITT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

☑

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of October 31, 2023, there were 82.1 million shares of Common Stock (par value $1.00 per share) of the issuer outstanding.

TABLE OF CONTENTS


ITEM		PAGE
PART I – FINANCIAL INFORMATION
1.	Financial Statements (unaudited)
	Consolidated Condensed Statements of Operations	1
	Consolidated Condensed Statements of Comprehensive Income	2
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Statements of Cash Flows	4
	Consolidated Condensed Statements of Changes in Shareholders’ Equity	5
	Notes to Consolidated Condensed Financial Statements:
	Note 1. Description of Business and Basis of Presentation	7
	Note 2. Recent Accounting Pronouncements	8
	Note 3. Segment Information	8
	Note 4. Revenue	10

	Note 5 . Income Taxes	11
	Note 6 . Earnings Per Share Data	12
	Note 7 . Receivables and Allowance for Credit Losses	12
	Note 8 . Inventories	13
	Note 9 . Other Current and Non-Current Assets	14
	Note 1 0 . Plant, Property and Equipment, Net	14
	Note 1 1 . Goodwill and Other Intangible Assets, Net	15
	Note 1 2 . Accrued and Other Current and Non-Current Liabilities	16
	Note 1 3 . Debt	17

	Note 14. Long-Term Incentive Employee Compensation	18
	Note 15. Capital Stock	18

	Note 16. Commitments and Contingencies	19
	Note 17. Derivative Financial Instruments	20
	Note 18. Acquisitions and Investments	21

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Overview	23
	Discussion of Financial Results	26
	Liquidity and Capital Resources	30
	Key Performance Indicators and Non-GAAP Measures	32
	Recent Accounting Pronouncements	36
	Critical Accounting Estimates	36
3.	Quantitative and Qualitative Disclosures about Market Risk	36
4.	Controls and Procedures	36
PART II – OTHER INFORMATION
1.	Legal Proceedings	37
1A.	Risk Factors	37
2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
3.	Defaults Upon Senior Securities	38
4.	Mine Safety Disclosures	38
5.	Other Information	38
6.	Exhibits	39
	Signature	40

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the SEC). The SEC maintains a website at www.sec.gov on which you may access our SEC filings. In addition, we make available free of charge at www.investors.itt.com copies of materials we file with, or furnish to, the SEC as soon as reasonably practical after we electronically file or furnish these reports, as well as other important information that we disclose from time to time. Information contained on our website, or that can be accessed through our website, does not constitute a part of this Quarterly Report on Form 10-Q (this Report). We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website.

Our corporate headquarters are located at 100 Washington Boulevard, 6th Floor, Stamford, CT 06902 and the telephone number of this location is (914) 641-2000.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Some of the information included herein includes forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts, but rather represent only a belief regarding future events based on current expectations, estimates, assumptions and projections about our business, future financial results and the industry in which we operate, and other legal, regulatory and economic developments. These forward-looking statements include, but are not limited to, future strategic plans and other statements that describe the company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future events and future operating or financial performance.

We use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “guidance,” “project,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” and other similar expressions to identify such forward-looking statements. Forward-looking statements are uncertain and, by their nature, many are inherently unpredictable and outside of ITT’s control, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements.

Where in any forward-looking statement we express an expectation or belief as to future results or events, such expectation or belief is based on current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, we cannot provide any assurance that the expectation or belief will occur or that anticipated results will be achieved or accomplished.

Among the factors that could cause our results to differ materially from those indicated by forward-looking statements are risks and uncertainties inherent in our business including, without limitation:

•volatility in raw material prices and our suppliers’ ability to meet quality and delivery requirements;

•uncertain global economic and capital markets conditions, which have been influenced by the COVID-19 pandemic, the Israel-Hamas conflict, the ongoing Russia-Ukraine war, inflation, changes in monetary policies, slowing growth and the threat of a possible global economic recession, trade disputes between the U.S. and its trading partners, political and social unrest, instability in the global banking system and the availability and fluctuations in prices of energy and commodities, including steel, oil, copper and tin;

•impacts on our business stemming from continued supply chain disruptions and raw material shortages, which have resulted in increased costs and reduced availability of key commodities and other necessary services;

•our inability to hire or retain key personnel;

•fluctuations in foreign currency exchange rates and the impact of such fluctuations on our revenues, customer demand for our products and on our hedging arrangements;

•failure to manage the distribution of products and services effectively;

•fluctuations in interest rates and the impact of such fluctuations on customer behavior and on our cost of debt;

•failure to compete successfully and innovate in our markets;

•failure to protect our intellectual property rights or violations of the intellectual property rights of others;

•the extent to which there are quality problems with respect to manufacturing processes or finished goods;

•the risk of cybersecurity breaches or failure of any information systems used by the Company, including any flaws in the implementation of any enterprise resource planning systems, as well as similar breaches or failures affecting our business partners or service providers;

•loss of or decrease in sales from our most significant customers;

•risks due to our operations and sales outside the U.S. and in emerging markets, including the imposition of tariffs and trade sanctions;

•fluctuations in demand or customers’ levels of capital investment, including as a result of the tentatively-settled United Automobile Workers (UAW) strike at the production facilities of some of our customers; and maintenance expenditures, especially in the energy, chemical and mining markets;

•the impacts on our business from Russia’s war with Ukraine, and the global response to it;

•the risk of material business interruptions, particularly at our manufacturing facilities;

•risk of liabilities from past divestitures and spin-offs;

•failure of portfolio management strategies, including cost-saving initiatives, to meet expectations;

•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;

•fluctuations in our effective tax rate, including as a result of the passage of the Inflation Reduction Act of 2022 and other possible tax reform legislation in the U.S. and other jurisdictions;

•changes in environmental laws or regulations, discovery of previously unknown or more extensive contamination, or the failure of a potentially responsible party to perform;

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

•failure to comply with the U.S. Foreign Corrupt Practices Act (or other applicable anti-corruption legislation), export controls and trade sanctions;

•risk of product liability claims and litigation; and

•changes in laws relating to the use and transfer of personal and other information.

More information on factors that could cause actual results or events to differ materially from those anticipated is included in Part II, Item 1A, “Risk Factors” herein, as well as in our reports filed with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2022 (particularly under the caption “Risk Factors”), our Quarterly Reports on Form 10-Q and in other documents we file from time to time with the SEC.

The forward-looking statements included in this Report speak only as of the date of this Report. We undertake no obligation (and expressly disclaim any obligation) to update any forward-looking statements, whether written or oral or as a result of new information, future events or otherwise.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


	Three Months Ended				Nine Months Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Revenue	$	822.1	$	753.6	$	2,453.9	$	2,213.1
Cost of revenue	542.7		520.2		1,632.6		1,539.1
Gross profit	279.4		233.4		821.3		674.0
General and administrative expenses	66.9		47.5		203.6		164.9
Sales and marketing expenses	44.4		39.5		131.2		118.3
Research and development expenses	25.0		24.4		77.1		73.7



Operating income	143.1		122.0		409.4		317.1
Interest and non-operating expense, net	1.4		2.3		7.4		2.6
Income from continuing operations before income tax expense	141.7		119.7		402.0		314.5
Income tax expense	29.9		16.4		80.6		59.9
Income from continuing operations	111.8		103.3		321.4		254.6
Loss from discontinued operations, net of tax benefit of $0.0, $(0.1), $0.0, and $0.3, respectively	—		(0.1)		—		(1.3)
Net income	111.8		103.2		321.4		253.3
Less: Income attributable to noncontrolling interests	1.0		0.8		2.4		1.5
Net income attributable to ITT Inc.	$	110.8	$	102.4	$	319.0	$	251.8

Amounts attributable to ITT Inc.:
Income from continuing operations	$	110.8	$	102.5	$	319.0	$	253.1
Loss from discontinued operations, net of tax	—		(0.1)		—		(1.3)
Net income attributable to ITT Inc.	$	110.8	$	102.4	$	319.0	$	251.8

Earnings (loss) per share attributable to ITT Inc.:
Basic:
Continuing operations	$	1.35	$	1.24	$	3.87	$	3.03
Discontinued operations	—		—		—		(0.02)
Net income	$	1.35	$	1.24	$	3.87	$	3.01
Diluted:
Continuing operations	$	1.34	$	1.23	$	3.86	$	3.02
Discontinued operations	—		—		—		(0.02)
Net income	$	1.34	$	1.23	$	3.86	$	3.00


Weighted average common shares – basic	82.1		82.7		82.4		83.6
Weighted average common shares – diluted	82.5		83.0		82.7		83.9

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Operations.

ITT Inc. | Q3 2023 Form 10-Q | 1

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(IN MILLIONS)


	Three Months Ended				Nine Months Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Net income	$	111.8	$	103.2	$	321.4	$	253.3
Other comprehensive (loss):
Net foreign currency translation adjustment	(30.5)		(44.6)		(34.7)		(127.1)
Net change in postretirement benefit plans, net of tax impacts of $(0.3), $(3.4), $1.8 and $(3.1), respectively	0.9		11.4		0.2		10.9

Other comprehensive (loss)	(29.6)		(33.2)		(34.5)		(116.2)
Comprehensive income	82.2		70.0		286.9		137.1
Less: Comprehensive income attributable to noncontrolling interests	1.0		0.8		2.4		1.5
Comprehensive income attributable to ITT Inc.	$	81.2	$	69.2	$	284.5	$	135.6

Disclosure of reclassification adjustments to postretirement benefit plans:
Amortization of prior service benefit, net of tax expense of $0.4, $0.3, $1.1 and $0.9, respectively	$	(1.1)	$	(1.1)	$	(3.4)	$	(3.0)
Amortization of net actuarial loss, net of tax benefit (expense) of $0.1, $(0.1), $0.1 and $(0.4), respectively	(0.2)		0.7		—		2.1
Other adjustments to postretirement benefit plans:
Deferred tax asset valuation allowance reversal	—		—		1.4		—
Net actuarial gain, net of tax expense of $(0.6), $(1.8), $(0.6) and $(1.8), respectively	2.2		5.7		2.2		5.7
Prior service credit, net of tax expense of $—, $(1.9), $—, and $(1.9), respectively	—		6.1		—		6.1
Net change in postretirement benefit plans, net of tax	$	0.9	$	11.4	$	0.2	$	10.9

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Comprehensive Income.

ITT Inc. | Q3 2023 Form 10-Q | 2

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


As of the Period Ended	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	430.8	$	561.2
Receivables, net	674.0		628.8
Inventories	574.3		533.9
Other current assets	102.4		112.9
Total current assets	1,781.5		1,836.8
Non-current assets:
Plant, property and equipment, net	523.2		526.8
Goodwill	1,001.1		964.8
Other intangible assets, net	123.0		112.8
Other non-current assets	373.5		339.1
Total non-current assets	2,020.8		1,943.5
Total assets	$	3,802.3	$	3,780.3
Liabilities and Shareholders’ Equity
Current liabilities:
Commercial paper and current maturities of long-term debt	$	245.4	$	451.0
Accounts payable	408.1		401.1
Accrued and other current liabilities	390.5		333.4
Total current liabilities	1,044.0		1,185.5
Non-current liabilities:
Postretirement benefits	132.0		137.2
Other non-current liabilities	207.1		200.2
Total non-current liabilities	339.1		337.4
Total liabilities	1,383.1		1,522.9
Shareholders’ equity:
Common stock:
Authorized – 250.0 shares, $1 par value per share
Issued and outstanding – 82.1 shares and 82.7 shares, respectively	82.1		82.7
Retained earnings	2,705.8		2,509.7
Accumulated other comprehensive income (loss):
Postretirement benefits	3.8		3.6
Cumulative translation adjustments	(382.6)		(347.9)
Total accumulated other comprehensive loss	(378.8)		(344.3)
Total ITT Inc. shareholders’ equity	2,409.1		2,248.1
Noncontrolling interests	10.1		9.3
Total shareholders’ equity	2,419.2		2,257.4
Total liabilities and shareholders’ equity	$	3,802.3	$	3,780.3

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Balance Sheets.

ITT Inc. | Q3 2023 Form 10-Q | 3

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN MILLIONS)


For the Nine Months Ended	September 30, 2023		October 1, 2022
Operating Activities
Income from continuing operations attributable to ITT Inc.	$	319.0	$	253.1
Adjustments to income from continuing operations:
Depreciation and amortization	82.8		81.5
Equity-based compensation	15.1		13.6
Gain on sale of business	(7.2)		—



Other non-cash charges, net	22.5		20.2

Changes in assets and liabilities:
Change in receivables	(54.7)		(120.8)
Change in inventories	(40.9)		(111.3)
Change in contract assets	0.5		(15.6)
Change in contract liabilities	11.1		24.4
Change in accounts payable	16.5		54.0
Change in accrued expenses	29.4		(30.6)
Change in income taxes	(2.1)		(12.1)
Other, net	(24.4)		(41.2)
Net Cash – Operating Activities	367.6		115.2
Investing Activities
Capital expenditures	(68.5)		(73.7)
Proceeds from sale of business	10.5		—

Acquisitions, net of cash acquired	(79.3)		(146.9)
Payments to acquire interest in unconsolidated subsidiaries	(1.4)		(25.6)

Other, net	(3.3)		1.4
Net Cash – Investing Activities	(142.0)		(244.8)
Financing Activities
Commercial paper, net borrowings	(204.3)		363.1




Share repurchases under repurchase plan	(60.0)		(245.6)
Payments for taxes related to net share settlement of stock incentive plans	(6.7)		(8.5)
Dividends paid	(71.9)		(66.1)
Other, net	(2.3)		0.1
Net Cash – Financing Activities	(345.2)		43.0
Exchange rate effects on cash and cash equivalents	(10.4)		(46.3)
Net cash – operating activities of discontinued operations	(0.2)		(0.1)
Net change in cash and cash equivalents	(130.2)		(133.0)
Cash and cash equivalents – beginning of year (includes restricted cash of $0.7 and $0.8, respectively)	561.9		648.3
Cash and Cash Equivalents – End of Period (includes restricted cash of $0.9 and $0.8, respectively)	$	431.7	$	515.3
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	12.3	$	5.7
Income taxes, net of refunds received	$	72.0	$	63.5

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Cash Flows.

ITT Inc. | Q3 2023 Form 10-Q | 4

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


As of and for the Three Months Ended September 30, 2023	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
	(Shares)	(Dollars)
July 1, 2023	82.1	$	82.1	$	2,614.0	$	(349.2)	$	10.7	$	2,357.6
Net income	—	—		110.8		—		1.0		111.8
Shares issued and activity from stock incentive plans	—	—		5.2		—		—		5.2

Shares withheld related to net share settlement of stock incentive plans	—	—		(0.3)		—		—		(0.3)
Dividends declared ($0.29 per share)	—	—		(23.9)		—		—		(23.9)
Dividends to noncontrolling interest	—	—		—		—		(1.6)		(1.6)

Net change in postretirement benefit plans, net of tax	—	—		—		0.9		—		0.9
Net foreign currency translation adjustment	—	—		—		(30.5)		—		(30.5)


September 30, 2023	82.1	$	82.1	$	2,705.8	$	(378.8)	$	10.1	$	2,419.2

As of and for the Nine Months Ended September 30, 2023
December 31, 2022	82.7	$	82.7	$	2,509.7	$	(344.3)	$	9.3	$	2,257.4
Net income	—	—		319.0		—		2.4		321.4
Shares issued and activity from stock incentive plans	0.2	0.2		15.5		—		—		15.7
Shares repurchased under repurchase plan	(0.7)	(0.7)		(59.8)		—		—		(60.5)
Shares withheld related to net share settlement of stock incentive plans	(0.1)	(0.1)		(6.6)		—		—		(6.7)
Dividends declared ($0.87 per share)	—	—		(72.0)		—		—		(72.0)
Dividends to noncontrolling interest	—	—		—		—		(1.7)		(1.7)

Net change in postretirement benefit plans, net of tax	—	—		—		0.2		—		0.2
Net foreign currency translation adjustment	—	—		—		(34.7)		—		(34.7)


Other	—	—		—		—		0.1		0.1

September 30, 2023	82.1	$	82.1	$	2,705.8	$	(378.8)	$	10.1	$	2,419.2

ITT Inc. | Q3 2023 Form 10-Q | 5


As of and for the Three Months Ended October 1, 2022	Common Stock			Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total Shareholders' Equity
July 2, 2022	82.7	$	82.7	$	2,329.9	$	(404.3)	$	8.3	$	2,016.6
Net income	—	—		102.4		—		0.8		103.2
Shares issued and activity from stock incentive plans	—	—		6.0		—		—		6.0
Share repurchases under repurchase plan	—	—		(4.4)		—		—		(4.4)
Shares withheld related to net share settlement of stock incentive plans	—	—		(0.2)		—		—		(0.2)
Dividends declared ($0.264 per share)	—	—		(21.9)		—		—		(21.9)
Dividends to noncontrolling interest	—	—		—		—		(0.5)		(0.5)

Net change in postretirement benefit plans, net of tax	—	—		—		11.4		—		11.4
Net foreign currency translation adjustment	—	—		—		(44.6)		—		(44.6)
Cumulative adjustment for accounting change	—	—		—		—		—		—
Other	—	—		—		—		(0.1)		(0.1)
October 1, 2022	82.7	$	82.7	$	2,411.8	$	(437.5)	$	8.5	$	2,065.5

As of and for the Nine Months Ended October 1, 2022
December 31, 2021	85.5	$	85.5	$	2,461.6	$	(321.3)	$	4.9	$	2,230.7
Net income	—	—		251.8		—		1.5		253.3
Shares issued and activity from stock incentive plans	0.3	0.3		15.1		—		—		15.4
Share repurchased under repurchase plan	(3.0)	(3.0)		(242.3)		—		—		(245.3)
Shares withheld related to net share settlement of stock incentive plans	(0.1)	(0.1)		(8.6)		—		—		(8.7)
Dividends declared ($0.792 per share)	—	—		(65.8)		—		—		(65.8)
Dividends to noncontrolling interest	—	—		—		—		(0.5)		(0.5)
Purchase of noncontrolling interest	—	—		—		—		2.7		2.7
Net change in postretirement benefit plans, net of tax	—	—		—		10.9		—		10.9
Net foreign currency translation adjustment	—	—		—		(127.1)		—		(127.1)

Other	—	—		—		—		(0.1)		(0.1)
October 1, 2022	82.7	$	82.7	$	2,411.8	$	(437.5)	$	8.5	$	2,065.5

The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the Statements of Changes in Shareholders’ Equity.

ITT Inc. | Q3 2023 Form 10-Q | 6

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(DOLLARS AND SHARES (EXCEPT PER SHARE AMOUNTS) IN MILLIONS, UNLESS OTHERWISE STATED)

NOTE 1

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of Business

ITT Inc. is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and energy markets. Unless the context otherwise indicates, references herein to “ITT,” “the Company,” and such words as “we,” “us,” and “our” include ITT Inc. and its subsidiaries. ITT operates through three reportable segments: Motion Technologies (MT), consisting of friction and shock and vibration equipment; Industrial Process (IP), consisting of industrial flow equipment and services; and Connect & Control Technologies (CCT), consisting of electronic connectors, fluid handling, motion control, composite materials and noise and energy absorption products. Financial information for our segments is presented in Note 3, Segment Information.

Business Combination

On May 2, 2023, we completed the acquisition of Micro-Mode Products, Inc. (Micro-Mode) for a purchase price of $79.3, net of cash acquired. Subsequent to the acquisition, Micro-Mode’s results are reported within our CCT segment. Refer to Note 18, Acquisitions and Investments, for more information.

Russia-Ukraine War

In February 2022, the United States and other leading nations announced targeted economic sanctions on Russia and certain Russian citizens in response to Russia’s war with Ukraine, which has increased regional instability and global economic and political uncertainty.

During the three and nine months ended September 30, 2023, we recorded total pre-tax charges of $0.5 and $3.7, respectively, primarily related to accounts receivable and inventory write-downs due to the suspension of business in Russia. During the three and nine months ended October 1, 2022, we recorded total pre-tax charges of $0.3 and $8.2, respectively, related to impacts from the Russia-Ukraine war. For further discussion of risks stemming from the Russia-Ukraine war, see Part I, Item IA, “Risk Factors” in our 2022 Annual Report for the fiscal year ended December 31, 2022.

Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions) necessary to state fairly the financial position, results of operations, and cash flows for the periods presented. The Consolidated Condensed Balance Sheet as of December 31, 2022, presented herein, has been derived from our audited balance sheet included in our Annual Report on Form 10-K (2022 Annual Report) for the year ended December 31, 2022, but does not include all disclosures required by accounting principles generally accepted in the United States (GAAP). We consistently applied the accounting policies described in the 2022 Annual Report in preparing these unaudited financial statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in our 2022 Annual Report.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Estimates are revised as additional information becomes available. Estimates and assumptions are used for, but not limited to, revenue recognition, unrecognized tax benefits, deferred tax valuation allowances, projected benefit obligations for postretirement plans, accounting for business combinations, goodwill and other intangible asset impairment testing, environmental liabilities and assets, allowance for credit losses and inventory valuation. Actual results could differ from these estimates.

ITT’s quarterly financial periods end on the Saturday that is closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year, which ends on December 31st. ITT’s third quarter for 2023 and 2022 ended on September 30, 2023 and October 1, 2022, respectively.

Certain prior year amounts have been reclassified to conform to the current year presentation.

ITT Inc. | Q3 2023 Form 10-Q | 7

NOTE 2

RECENT ACCOUNTING PRONOUNCEMENTS

The Company considers the applicability and impact of all accounting standard updates (ASUs). ASUs not listed below were assessed and determined to be either not applicable or are not expected to have a material impact on our consolidated condensed financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquiror on the acquisition date in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606), as if it had originated the contracts. Under the previous guidance, such assets and liabilities were recognized by the acquiror at fair value as of the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. We have adopted and applied this guidance in connection with the Habonim and Micro-Mode acquisitions. The adoption of this guidance did not have a significant impact on our operating results, financial position, or cash flows.

NOTE 3

SEGMENT INFORMATION

The Company’s segments are reported on the same basis used by our Chief Executive Officer, who is also our chief operating decision maker, for evaluating performance and for allocating resources. Our three reportable segments are referred to as Motion Technologies, Industrial Process, and Connect & Control Technologies.

Motion Technologies manufactures brake components and specialized sealing solutions, shock absorbers and damping technologies primarily for the global automotive, truck and trailer, public bus and rail transportation markets.

Industrial Process manufactures engineered fluid process equipment serving a diversified mix of customers in global industries such as chemical, energy, mining, and other industrial process markets and is a provider of plant optimization and efficiency solutions and aftermarket services and parts.

Connect & Control Technologies manufactures harsh-environment connector solutions, critical energy absorption, flow control components, and composite materials for the aerospace and defense, general industrial, medical, and energy markets.

Assets of our reportable segments exclude general corporate assets, which principally consist of cash, investments, deferred taxes, and certain property, plant and equipment. These assets are included within Corporate and Other, which is described further below.

Corporate and Other consists of corporate office expenses including compensation, benefits, occupancy, depreciation, and other administrative costs, as well as charges related to certain matters, including environmental liabilities, that are managed at a corporate level and are not included in segment results when evaluating performance or allocating resources. In addition, Corporate and Other includes research and development-related expenses associated with a subsidiary that does not constitute a reportable segment.

ITT Inc. | Q3 2023 Form 10-Q | 8

The following table presents our revenue, operating income, and operating margin for each segment.


	Revenue				Operating Income				Operating Margin
For the Three Months Ended	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Motion Technologies	$	359.5	$	342.2	$	59.4	$	54.0	16.5	%	15.8	%
Industrial Process	279.8		248.5		64.7		48.1		23.1	%	19.4	%
Connect & Control Technologies	184.0		163.2		33.2		30.3		18.0	%	18.6	%
Eliminations	(1.2)		(0.3)		—		—		—		—
Total segment results	822.1		753.6		157.3		132.4		19.1	%	17.6	%


Corporate and Other	—		—		(14.2)		(10.4)		—		—
Total	$	822.1	$	753.6	$	143.1	$	122.0	17.4	%	16.2	%


	Revenue				Operating Income				Operating Margin
For the Nine Months Ended	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Motion Technologies	$	1,093.1	$	1,043.6	$	170.5	$	160.7	15.6	%	15.4	%
Industrial Process	839.9		690.3		186.4		107.6		22.2	%	15.6	%
Connect & Control Technologies	523.8		481.0		91.0		84.2		17.4	%	17.5	%
Eliminations	(2.9)		(1.8)		—		—		—		—
Total segment results	2,453.9		2,213.1		447.9		352.5		18.3	%	15.9	%

Corporate and Other	—		—		(38.5)		(35.4)		—		—

Total	$	2,453.9	$	2,213.1	$	409.4	$	317.1	16.7	%	14.3	%

The following table presents our total assets, capital expenditures, and depreciation & amortization expense for each segment.


As of and for the Nine Months Ended	Total Assets				Capital Expenditures				Depreciation & Amortization
	September 30, 2023		December 31, 2022		September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Motion Technologies	$	1,309.0	$	1,311.9	$	44.9	$	52.6	$	49.3	$	45.5
Industrial Process	1,269.9		1,218.6		10.6		7.4		16.7		19.0
Connect & Control Technologies	858.5		751.6		11.7		9.4		14.9		14.3
Corporate and Other	364.9		498.2		1.3		4.3		1.9		2.7
Total	$	3,802.3	$	3,780.3	$	68.5	$	73.7	$	82.8	$	81.5

ITT Inc. | Q3 2023 Form 10-Q | 9

NOTE 4

REVENUE

The following tables present our revenue disaggregated by end market.


For the Three Months Ended September 30, 2023	Motion Technologies		Industrial Process		Connect & Control Technologies		Eliminations		Total
Auto and rail	$	351.5	$	—	$	—	$	—	$	351.5
Chemical and industrial pumps	—		219.7		—		(0.1)		219.6
Aerospace and defense	2.0		—		99.2		—		101.2
General industrial	6.0		—		71.2		(1.1)		76.1
Energy	—		60.1		13.6		—		73.7
Total	$	359.5	$	279.8	$	184.0	$	(1.2)	$	822.1

For the Nine Months Ended September 30, 2023
Auto and rail	$	1,067.5	$	—	$	—	$	—	$	1,067.5
Chemical and industrial pumps	—		664.2		—		(0.1)		664.1
Aerospace and defense	5.9		—		280.2		—		286.1
General industrial	19.7		—		205.9		(2.8)		222.8
Energy	—		175.7		37.7		—		213.4
Total	$	1,093.1	$	839.9	$	523.8	$	(2.9)	$	2,453.9


For the Three Months Ended October 1, 2022
Auto and rail	$	333.1	$	—	$	—	$	—	$	333.1
Chemical and industrial pumps	—		187.9		—		—		187.9
General industrial	7.2		—		71.4		(0.3)		78.3
Aerospace and defense	1.9		—		80.5		—		82.4
Energy	—		60.6		11.3		—		71.9
Total	$	342.2	$	248.5	$	163.2	$	(0.3)	$	753.6

For the Nine Months Ended October 1, 2022
Auto and rail	$	1,013.8	$	—	$	—	$	—	$	1,013.8
Chemical and industrial pumps	—		551.7		—		—		551.7
General industrial	23.9		—		215.6		(1.8)		237.7
Aerospace and defense	5.9		—		233.7		—		239.6
Energy	—		138.6		31.7		—		170.3
Total	$	1,043.6	$	690.3	$	481.0	$	(1.8)	$	2,213.1

Contract Assets and Liabilities

Contract assets consist of unbilled amounts where revenue recognized exceeds customer billings, net of allowances for credit losses. Contract assets are included in other current assets and other non-current assets in our Consolidated Condensed Balance Sheets. Contract liabilities consist of advance customer payments and billings in excess of revenue recognized. Contract liabilities are included in accrued liabilities and other non-current liabilities in our Consolidated Condensed Balance Sheets.

ITT Inc. | Q3 2023 Form 10-Q | 10

The following table represents our net contract assets and liabilities.


As of the Period Ended	September 30, 2023		December 31, 2022
Current contract assets, net	$	24.8	$	26.3
Non-current contract assets, net	1.6		1.2
Current contract liabilities	(80.9)		(70.2)
Non-current contract liabilities	(4.4)		(4.4)
Net contract liabilities	$	(58.9)	$	(47.1)

During the three and nine months ended September 30, 2023, we recognized revenue of $8.2 and $48.3, related to contract liabilities as of December 31, 2022. The aggregate amount of the transaction price allocated to unsatisfied or partially satisfied performance obligations as of September 30, 2023 was $1,206.6. Of this amount, we expect to recognize approximately $500 to $520 of revenue during the remainder of 2023.

NOTE 5

INCOME TAXES

The following table summarizes our income tax expense and effective tax rate.


	Three Months Ended						Nine Months Ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Income tax expense	$	29.9		$	16.4		$	80.6		$	59.9
Effective tax rate	21.1		%	13.7		%	20.0		%	19.0		%

The effective tax rate (ETR) for the three months ended September 30, 2023 was higher than the prior year as ITT recognized benefits of $1.7 from a valuation allowance reversal on deferred tax assets in Italy in the prior year. For the nine months ended September 30, 2023, the ETR was relatively consistent with that of the prior year, and included benefits of $16.5 from valuation allowance reversals on deferred tax assets in Germany and $4.7 from filing an amended 2017 consolidated federal tax return. These benefits were partially offset by an expense of $14.3 relating to an Italian tax audit settlement covering tax years 2016-2022.

The Company operates in various tax jurisdictions and is subject to examination by tax authorities in these jurisdictions. The Company is currently under examination in several jurisdictions including China, Czechia, Germany, India, Italy, and the U.S. The estimated tax liability calculation for unrecognized tax benefits considers uncertainties in the application of complex tax laws and regulations in various tax jurisdictions. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit. Over the next 12 months, the net amount of the tax liability for unrecognized tax benefits in foreign and domestic jurisdictions could decrease by approximately $0.7 due to changes in audit status, expiration of statutes of limitations and other events.

ITT Inc. | Q3 2023 Form 10-Q | 11

NOTE 6

EARNINGS PER SHARE DATA

The following table provides a reconciliation of the data used in the calculation of basic and diluted earnings per share from continuing operations attributable to ITT.


	Three Months Ended		Nine Months Ended
	September 30, 2023	October 1, 2022	September 30, 2023	October 1, 2022
Basic weighted average common shares outstanding	82.1	82.7	82.4	83.6
Add: Dilutive impact of outstanding equity awards	0.4	0.3	0.3	0.3
Diluted weighted average common shares outstanding	82.5	83.0	82.7	83.9

Anti-dilutive shares(a)	—	—	0.1	—

(a) Anti-dilutive shares related to equity stock unit awards excluded from the computation of diluted earnings per share.

NOTE 7

RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

The following table summarizes our receivables and associated allowance for credit losses.


As of the Period Ended	September 30, 2023		December 31, 2022
Trade accounts receivable	$	655.6	$	614.0
Notes receivable	19.1		8.2
Other	13.6		18.3
Receivables, gross	688.3		640.5
Less: Allowance for credit losses - receivables	(14.3)		(11.7)
Receivables, net	$	674.0	$	628.8

The following table displays our allowance for credit losses for receivables and for contract assets, which are recorded within Receivables, net and Other current or non-current assets, respectively, within our Consolidated Condensed Balance Sheets.


As of the Period Ended	September 30, 2023		December 31, 2022
Allowance for credit losses - receivables	$	14.3	$	11.7
Allowance for credit losses - contract assets	—		0.5
Total allowance for credit losses	$	14.3	$	12.2

ITT Inc. | Q3 2023 Form 10-Q | 12

The following table displays a rollforward of our total allowance for credit losses.


	September 30, 2023		October 1, 2022
Total allowance for credit losses - January 1	$	12.2	$	12.5

Charges to income(a)	3.4		2.5
Write-offs	(1.2)		(1.1)
Foreign currency and other	(0.1)		(0.5)
Total allowance for credit losses - ending balance	$	14.3	$	13.4

(a) We recognized bad debt expense of $1.2 relating to impacts stemming from the Russia-Ukraine war during each of the nine months ended September 30, 2023 and October 1, 2022. See Note 1, Description of Business and Basis of Presentation, for further information.

NOTE 8

INVENTORIES

The following table summarizes our inventories.


As of the Period Ended	September 30, 2023		December 31, 2022
Raw materials	$	379.8	$	342.7
Work in process	113.0		104.6
Finished goods	81.5		86.6
Inventories(a)	$	574.3	$	533.9

(a) We recorded inventory write-downs of $1.6 and $5.6 related to inventories held by entities impacted by the Russia-Ukraine war during the nine months ended September 30, 2023 and October 1, 2022, respectively. See Note 1, Description of Business and Basis of Presentation, for further information.

Government Assistance (ASU 2021-10)

Since the start of the COVID-19 pandemic, energy prices have been increasing around the world, particularly in Europe. These increases have prompted governments to put in place measures to shield businesses and consumers from the direct impact of rising prices. These measures include granting subsidies to help offset the high energy prices.

ASU 2021-10 requires entities to provide information about the nature of transactions, related policies and effect of government grants on an entity’s financial statements. In particular, in Italy, to qualify for an energy subsidy a company must apply for and receive a certificate attesting that the company is an "energy and gas consuming company" (high energy consumption connected to the production cycle). The amount of subsidies granted is calculated based on a percentage of actual consumption, ranging from 20% to 45%. One of our Italian subsidiaries within our MT segment obtained this certificate and was granted energy subsidies from the Italian government beginning in April 2022. This program concluded in the second quarter of 2023. Accordingly, no energy subsidies were granted for the three months ended September 30, 2023. For the nine months ended September 30, 2023, we recognized a benefit of $6.3 related to energy subsidies, which we recorded within Costs of revenue in our Consolidated Condensed Statements of Operations. Energy subsidies for the three and nine months ended October 1, 2022 were not material. There was no other material government assistance received by the Company or any of our subsidiaries during the periods.

ITT Inc. | Q3 2023 Form 10-Q | 13

NOTE 9

OTHER CURRENT AND NON-CURRENT ASSETS

The following table summarizes our other current and non-current assets.


As of the Period Ended	September 30, 2023		December 31, 2022

Advance payments and other prepaid expenses	$	44.6	$	45.0
Current contract assets, net	24.8		26.3
Prepaid income taxes	13.3		25.1

Other	19.7		16.5
Other current assets	$	102.4	$	112.9
Other employee benefit-related assets	$	125.3	$	119.8
Operating lease right-of-use assets(a)	83.4		73.8
Deferred income taxes(b)	71.9		54.7
Equity-method and other investments	45.7		42.9
Capitalized software costs	9.1		12.4
Environmental-related assets	7.0		9.6
Other	31.1		25.9
Other non-current assets	$	373.5	$	339.1

(a) The increase in the operating lease right-of-use asset balance from December 31, 2022 to September 30, 2023 is primarily driven by the renewal of an operating facility lease in Irvine, California and by the current period acquisition of Micro-Mode.

(b) The increase in deferred income taxes from December 31, 2022 to September 30, 2023 is primarily due to benefits of $16.5 from valuation allowance reversals on deferred tax assets in Germany.

NOTE 10

PLANT, PROPERTY AND EQUIPMENT, NET

The following table summarizes our property, plant, and equipment, net of accumulated depreciation.


	Useful life (in years)	September 30, 2023		December 31, 2022
Machinery and equipment	2 - 10	$	1,267.4	$	1,208.3
Buildings and improvements	5 - 40	286.8		277.6
Furniture, fixtures and office equipment	3 - 7	81.0		80.5
Construction work in progress		62.0		86.9
Land and improvements		28.5		29.3
Other		2.9		3.3
Plant, property and equipment, gross		1,728.6		1,685.9
Less: Accumulated depreciation		(1,205.4)		(1,159.1)
Plant, property and equipment, net		$