View Filing Data

Total ITT Corporation shareholders' equity

(274.6)

(287.5)

1,121.1

703.2

Noncontrolling interests

4.9

0.0

Total shareholders' equity

1,126.0

703.2

Total liabilities and shareholders' equity

$ 3,795.3

$ 3,386.1

[1]	Amounts reflect balances as of December 31, 2012.
[2]	Shares issued and outstanding include unvested restricted common stock of 0.2 at December 31, 2012. Shares issued and outstanding do not included any unvested restricted common stock as of September 30, 2013.

CONSOLIDATED CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
shares in Millions

Sep. 30, 2013

Dec. 31, 2012

Statement of Financial Position [Abstract]

Common stock, shares authorized

250.0

Common stock, par value

$ 1

Common stock, shares issued

^[1]

104.0

Common stock, shares outstanding

^[1]

90.6

92.1

Unvested restricted common stock including in shares issued and outstanding

0.0

0.2

[1]	Shares issued and outstanding include unvested restricted common stock of 0.2 at December 31, 2012. Shares issued and outstanding do not included any unvested restricted common stock as of September 30, 2013.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Operating Activities
Net income	$ 478.5	$ 93.0
Income (loss) from discontinued operations	0.5	5.6
Less: Income attributable to noncontrolling interests	1.2	0.0
Net income from continuing operations attributable to ITT Corporation	476.8	87.4
Adjustments to income (loss) from continuing operations:
Depreciation and amortization	66.5	50.0
Stock-based compensation	9.7	9.4
Asbestos-related costs, net	16.5	35.1
Asbestos-related payments, net	(19.2)	(28.2)
Contributions to pension plans	(2.5)	(35.3)
Changes in assets and liabilities:
Change in receivables	(106.5)	(59.2)
Change in inventories	7.4	(15.1)
Change in accounts payable	4.4	(11.5)
Change in accrued expenses	(3.5)	(44.1)
Change in accrued and deferred income taxes	(340.1)	153.1
Other, net	(10.9)	33.7
Net Cash - Operating activities	98.6	175.3
Investing Activities
Capital expenditures	(58.2)	(43.7)
Purchases of investments	(147.2)	0.0
Maturities of investments	84.8	0.0
Other, net	1.8	1.2
Net Cash - Investing activities	(118.8)	(42.5)
Financing Activities
Short-term debt, net	53.5	(2.2)
Long-term debt, repaid	(6.0)	(0.3)
Repurchase of common stock	(87.9)	(76.9)
Issuance of common stock	28.0	40.2
Dividends paid	(18.3)	(17.2)
Excess tax benefit from equity compensation activity	5.3	4.1
Other, net	1.2	3.5
Net Cash - Financing activities	(24.2)	(48.8)
Exchange rate effects on cash and cash equivalents	(1.1)	(8.8)
Discontinued operations:
Operating activities	(18.4)	(1.1)
Investing activities	0.0	(0.1)
Financing activities	0.0	(1.9)
Net Cash - Discontinued operations	(18.4)	(3.1)
Net change in cash and cash equivalents	(63.9)	72.1
Cash and cash equivalents – beginning of year	544.5	689.9
Cash and cash equivalents – end of period	480.6	762.0
Cash paid (received) during the year for:
Interest paid, net of interest received	0.9	0.8
Income taxes, net of refunds received	$ 11.9	$ (118.0)

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREDHOLDERS' EQUITY - USD ($)
$ in Millions

Total

Common Stock [Member]

Retained Earnings [Member]

Accumulated Other Comprehensive Income (Loss) [Member]

Noncontrolling Interest [Member]

Common stock, beginning balance at Dec. 31, 2011

$ 93.1

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2.8

$ 54.2

Common stock, ending balance at Sep. 30, 2012

$ (73.6)

(3.4)

(73.4)

92.5

Retained earnings, beginning balance at Dec. 31, 2011

852.6

Increase (Decrease) in Stockholders' Equity [Roll Forward]

93.0

Adjustments to distribution of segment retained earnings

(25.6)

12.5

Retained earnings, ending balance at Sep. 30, 2012

913.3

Postretirement benefit plans, beginning balance at Dec. 31, 2011

$ (153.2)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net change in postretirement benefit plans, net of tax

17.3

Postretirement benefit plans, ending balance at Sep. 30, 2012

(135.9)

Cumulative translation adjustment, beginning balance at Dec. 31, 2011

(96.4)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Cumulative translation adjustment, ending balance at Sep. 30, 2012

(2.6)

(99.0)

Unrealized loss on investment securities, beginning balance at Dec. 31, 2011

(1.3)

Unrealized loss on investment securities, ending balance at Sep. 30, 2012

(1.3)

Noncontrolling interests, beginning balance at Dec. 31, 2011

$ 0.0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.0

0.0

Noncontrolling interests, ending balance at Sep. 30, 2012

0.0

0.0

Total shareholders' equity, beginning balance at Dec. 31, 2011

694.8

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(0.6)

60.7

14.7

Total shareholders' equity, ending balance at Sep. 30, 2012

0.0

769.6

Common stock, beginning balance at Jun. 30, 2012

92.2

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.3

8.5

Common stock, ending balance at Sep. 30, 2012

0.0

92.5

Retained earnings, beginning balance at Jun. 30, 2012

850.5

Increase (Decrease) in Stockholders' Equity [Roll Forward]

73.0

Adjustments to distribution of segment retained earnings

(8.5)

(10.2)

Retained earnings, ending balance at Sep. 30, 2012

913.3

Postretirement benefit plans, beginning balance at Jun. 30, 2012

(138.8)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net change in postretirement benefit plans, net of tax

2.9

Postretirement benefit plans, ending balance at Sep. 30, 2012

(135.9)

Cumulative translation adjustment, beginning balance at Jun. 30, 2012

(111.8)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Cumulative translation adjustment, ending balance at Sep. 30, 2012

12.8

(99.0)

Unrealized loss on investment securities, beginning balance at Jun. 30, 2012

(1.3)

Unrealized loss on investment securities, ending balance at Sep. 30, 2012

(1.3)

Noncontrolling interests, beginning balance at Jun. 30, 2012

0.0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.0

0.0

Noncontrolling interests, ending balance at Sep. 30, 2012

0.0

0.0

Total shareholders' equity, beginning balance at Jun. 30, 2012

690.8

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.3

62.8

15.7

Total shareholders' equity, ending balance at Sep. 30, 2012

0.0

769.6

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(236.2)

Common stock, beginning balance at Dec. 31, 2012

(287.5)

91.9

^[1]

91.9

Increase (Decrease) in Stockholders' Equity [Roll Forward]

2.0

41.2

Common stock, ending balance at Sep. 30, 2013

(85.2)

(3.2)

(84.7)

90.7

^[1]

90.7

Retained earnings, beginning balance at Dec. 31, 2012

898.8

Increase (Decrease) in Stockholders' Equity [Roll Forward]

477.3

Adjustments to distribution of segment retained earnings

(27.6)

0.0

Retained earnings, ending balance at Sep. 30, 2013

1,305.0

Postretirement benefit plans, beginning balance at Dec. 31, 2012

(195.5)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net change in postretirement benefit plans, net of tax

8.7

Postretirement benefit plans, ending balance at Sep. 30, 2013

(186.8)

Cumulative translation adjustment, beginning balance at Dec. 31, 2012

(91.7)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Cumulative translation adjustment, ending balance at Sep. 30, 2013

4.2

(87.5)

Unrealized loss on investment securities, beginning balance at Dec. 31, 2012

(0.3)

Unrealized loss on investment securities, ending balance at Sep. 30, 2013

(0.3)

Noncontrolling interests, beginning balance at Dec. 31, 2012

0.0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

3.9

(1.2)

1.2

Noncontrolling interests, ending balance at Sep. 30, 2013

(0.2)

4.9

Total shareholders' equity, beginning balance at Dec. 31, 2012

703.2

Increase (Decrease) in Stockholders' Equity [Roll Forward]

(1.2)

406.2

12.9

Total shareholders' equity, ending balance at Sep. 30, 2013

4.9

1,126.0

Common stock, beginning balance at Jun. 30, 2013

90.3

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.4

10.9

Common stock, ending balance at Sep. 30, 2013

0.0

90.7

^[1]

$ 90.7

Retained earnings, beginning balance at Jun. 30, 2013

872.6

Increase (Decrease) in Stockholders' Equity [Roll Forward]

430.7

Adjustments to distribution of segment retained earnings

(9.2)

0.0

Retained earnings, ending balance at Sep. 30, 2013

1,305.0

$ 1,305.0

Postretirement benefit plans, beginning balance at Jun. 30, 2013

(189.6)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Net change in postretirement benefit plans, net of tax

2.8

Postretirement benefit plans, ending balance at Sep. 30, 2013

(186.8)

Cumulative translation adjustment, beginning balance at Jun. 30, 2013

(116.9)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Cumulative translation adjustment, ending balance at Sep. 30, 2013

29.4

(87.5)

Unrealized loss on investment securities, beginning balance at Jun. 30, 2013

(0.3)

Unrealized loss on investment securities, ending balance at Sep. 30, 2013

(0.3)

Noncontrolling interests, beginning balance at Jun. 30, 2013

4.4

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.0

(0.7)

0.7

Noncontrolling interests, ending balance at Sep. 30, 2013

(0.2)

4.9

Total shareholders' equity, beginning balance at Jun. 30, 2013

660.5

Increase (Decrease) in Stockholders' Equity [Roll Forward]

0.4

432.4

32.2

Total shareholders' equity, ending balance at Sep. 30, 2013

$ 0.5

1,126.0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

$ (274.6)

[1]	Shares issued and outstanding include unvested restricted common stock of 0.2 at December 31, 2012. Shares issued and outstanding do not included any unvested restricted common stock as of September 30, 2013.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	Sep. 30, 2013
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation, and industrial markets. Unless the context otherwise indicates, references herein to “ITT,” “the Company,” and such words as “we,” “us,” and “our” include ITT Corporation and its subsidiaries. ITT operates through four segments: Industrial Process, consisting of industrial pumping and complementary equipment; Motion Technologies, consisting of friction and shock & vibration equipment; Interconnect Solutions, consisting of electronic connectors; and Control Technologies, consisting of fluid handling, motion control and vibration and shock isolation products. Financial information for our segments is presented in Note 19, “Segment Information.” Basis of Presentation The unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and, in the opinion of management, reflect all adjustments (which include normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. We consistently applied the accounting policies described in ITT's 2012 Annual Report on Form 10-K (2012 Annual Report) in preparing these unaudited financial statements. Certain prior year amounts have been reclassified to conform to the current year presentation, as described within these Notes to the Consolidated Condensed Financial Statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in our 2012 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, asbestos-related liabilities and recoveries from insurers, 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 recoveries from insurers, allowance for doubtful accounts and inventory valuation. Actual results could differ from these estimates. ITT's quarterly financial periods end on the Saturday closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year, which ends on December 31st. For ease of presentation, the quarterly financial statements included herein are described as ending on the last day of the calendar quarter.

RECENT ACCOUNTING PRONOUNCEMENTS	9 Months Ended
RECENT ACCOUNTING PRONOUNCEMENTS	Sep. 30, 2013
Accounting Changes and Error Corrections [Abstract]
RECENT ACCOUNTING PRONOUNCEMENTS	RECENT ACCOUNTING PRONOUNCEMENTS Accounting Pronouncements Not Yet Adopted In July 2013, the Financial Accounting Standards Board (FASB) issued guidance eliminating diversity in practice surrounding the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance requires entities to net an unrecognized tax benefit with a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if the carryforward would be used to settle additional tax due upon disallowance of a tax position. The amendment is effective for fiscal periods beginning after December 15, 2013 with early adoption permitted. The adoption of this amendment is not expected to have a material effect on ITT's financial statements. In March 2013, the FASB clarified that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The FASB also clarified that if a business combination is achieved in stages related to a previously held equity method investment (step-acquisition) that is a foreign entity, the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss as of the acquisition date shall include any foreign currency translation adjustment related to that previously held investment. The amendments are effective prospectively for fiscal years beginning after December 15, 2013, with early adoption permitted. While we do not expect a material impact on ITT's financial statements upon adoption, the effects on future periods will depend upon the nature and significance of future transactions subject to the amendments. In February 2013, the FASB issued guidance requiring an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and any additional amount the entity expects to pay on behalf of the other entities. The amendments are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. While we do not expect a material impact on ITT's financial statements upon adoption, the effects on future periods will depend upon the nature and significance of future transactions subject to the amendments.

ACQUISITIONS	9 Months Ended
ACQUISITIONS	Sep. 30, 2013
Business Combinations [Abstract]
ACQUISTIONS	ACQUISITIONS On November 28, 2012, we acquired all issued and outstanding stock of the privately held Joh. Heinr. Bornemann GmbH (Bornemann) for a final purchase price of $192.5, net of cash acquired. The allocation of the purchase price is based on the fair value of assets acquired, liabilities assumed and non-controlling interests in Bornemann as of November 28, 2012. Our financial statements include the results of operations and cash flows from Bornemann prospectively from the acquisition date. Pro forma results of operations have not been presented because the acquisition was not deemed material at the acquisition date.

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

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Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2013

DISCONTINUED OPERATIONS

Results from discontinued operations reflect a loss of $2.3 and income of $0.5 for the three and nine month periods ended September 30, 2013, respectively. The third quarter loss is primarily related to a settlement of legacy receivables and payables with a former ITT entity, resulting in a net cash payment of $15.3, and a net loss of $1.3. Income for the year-to-date period resulted from a reversal of warranty reserves by ITT and legal-related contingencies associated with previously disposed businesses, partially offset by the third quarter loss.

On November 13, 2012, the Company completed the sale of its shape cutting product lines, including the Kaliburn and Burny brands as well as the web tension control products and custom engineered systems sold under the Cleveland Motion Controls brand (collectively referred to herein as the Shape Cutting Businesses). Subsequent to this divestiture, we do not have any significant continuing involvement in the operations of these businesses, nor do we expect significant continuing cash flows. Accordingly, the results of operations and cash flows of the Shape Cutting Businesses are reported as a discontinued operation in all periods presented.

Income from discontinued operations for the three and nine months ended September 30, 2012 also includes benefits from a third quarter 2012 asbestos-related settlement agreement related to a business we disposed of a number of years ago and changes in unrecognized tax benefits related to a legacy business. The nine month period also includes certain costs to create the revised organizational structure (referred to as transformation costs) following the spin-offs of Exelis Inc. and Xylem Inc. in the fourth quarter of 2011. Transformation costs included in discontinued operations provide no future benefit to the Company.

The table below provides the results of discontinued operations:



Three Months Ended September 30, 2012	Shape Cutting Businesses		Other^(a)			Total
Revenue	$	8.3	$	—		$	8.3
Transformation costs	—		(0.4		)	(0.4		)
Earnings before income taxes	0.2		10.4			10.6
Income tax benefit	—		(1.7		)	(1.7		)
Income from discontinued operations	0.2		12.1			12.3



Nine Months Ended September 30, 2012	Shape Cutting Businesses		Other^(a)			Total
Revenue	$	26.8	$	—		$	26.8
Transformation costs	—		7.8			7.8
Earnings before income taxes	0.7		3.2			3.9
Income tax expense (benefit)	0.4		(2.1		)	(1.7		)
Income from discontinued operations	0.3		5.3			5.6


(a)	Amounts presented in the “Other” column relate to various divested ITT businesses accounted for as discontinued operations in the year of divestiture for which legacy liabilities remain, as well as transformation costs.

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

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Restructuring and Related Activities [Abstract]

RESTRUCTURING ACTIONS RESTRUCTURING ACTIONS

9 Months Ended

Sep. 30, 2013

RESTRUCTURING ACTIONS

During 2013, we have taken various strategic restructuring actions including reduction in force initiatives, geographic sales presence realignment, and the exit of a non-core construction pump business. We also undertook various restructuring actions during 2012 primarily focused on reducing operating costs through reduction in force initiatives. Headcount reductions associated with these actions during the three months ended September 30, 2013 and 2012 were 9 and 59, respectively, and reductions for the nine month periods of 2013 and 2012 were 98 and 79, respectively.

The table below summarizes the presentation of restructuring costs within general and administrative expenses in our Consolidated Condensed Income Statements for the three and nine month periods ended September 30, 2013 and 2012.



	Three Months				Nine Months
For the Periods Ended September 30	2013		2012		2013		2012
Severance costs	$	1.2	$	3.6	$	9.9	$	4.5
Other restructuring costs	0.5		1.0		0.7		1.6
Total restructuring costs	$	1.7	$	4.6	$	10.6	$	6.1
By segment:
Industrial Process	$	0.4	$	—	$	1.1	$	0.1
Motion Technologies	0.6		1.9		3.1		1.9
Interconnect Solutions	0.6		1.6		6.0		2.0
Control Technologies	—		—		—		0.8
Corporate and Other	0.1		1.0		0.4		1.3

We expect that our current restructuring actions will be completed during 2014. The table below summarizes the estimated additional restructuring costs to be incurred related to these actions.



Industrial Process	$	4.0
Motion Technologies	2.0
Interconnect Solutions	11.0
Total	$	17.0

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2013
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES For the three months ended September 30, 2013, the Company recognized an income tax benefit of $354.4 representing an effective tax rate of (446.9)% compared to an income tax benefit of $19.0, and an effective tax rate of (45.6)%, for the three months ended September 30, 2012. For the nine months ended September 30, 2013, the Company recognized an income tax benefit of $325.0 representing an effective tax rate of (212.4)% compared to income tax expense of $43.0, and an effective tax rate of 33.0%, for the nine months ended September 30, 2012. The significant tax benefit recorded during the three and nine months ended September 30, 2013 was primarily attributable to the release of the valuation allowance on deferred tax assets as discussed below. The Company recorded a valuation allowance in 2011 on U.S. deferred tax assets. The valuation allowance was recorded as of December 31, 2011, in part, due to a cumulative three-year loss position resulting primarily from a previous asbestos remeasurement charge. This cumulative loss position was considered a significant source of negative evidence and limited our ability to weigh other subjective evidence such as our projections for future growth. During 2012 and through September 30, 2013, the Company generated U.S. income and, as of September 30, 2013, is now in a cumulative three-year income position. The Company has evaluated all available positive and negative evidence at the end of the current period. Based on positive evidence, including the three-year cumulative positive income and the absence of any significant negative evidence, management believes it is more likely than not that the Company's U.S. deferred tax assets will be realized, except for certain deferred tax assets attributable to State net operating losses and tax credits in certain separate return filing jurisdictions. As a result, the Company no longer maintains a valuation allowance against its U.S. deferred tax assets, and has recorded a tax benefit of approximately $374.6. The Company continues to maintain a valuation allowance against certain foreign net deferred tax assets primarily in Luxembourg, Germany and China. The net amount of the tax liability for unrecognized tax benefits may significantly change within the next 12 months due to changes in audit status, expiration of statutes of limitations and other events which could impact our determination of unrecognized tax benefits. Currently, we cannot reasonably estimate the amount by which our unrecognized tax benefits will change. 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 the Czech Republic, Germany, Italy, Korea, and the U.S. The settlement of an examination could result in changes in amounts attributable to us through the Tax Matters Agreement entered into with Exelis, Inc. and Xylem, Inc. Currently, we cannot reasonably estimate the amount of such changes.

EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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 Corporation for the three and nine month periods ended September 30, 2013 and 2012.



	Three Months				Nine Months
For the Periods Ended September 30	2013		2012		2013		2012
Net income from continuing operations attributable to ITT Corporation	$	433.0	$	60.7	$	476.8	$	87.4
Weighted average common shares outstanding	90.4		92.3		91.0		92.9
Add: Weighted average restricted stock awards outstanding^(a)	—		0.2		—		0.3
Basic weighted average common shares outstanding	90.4		92.5		91.0		93.2
Add: Dilutive impact of stock options and restricted stock units	1.5		1.0		1.3		1.1
Diluted weighted average common shares outstanding	91.9		93.5		92.3		94.3
Basic earnings per share	$	4.79	$	0.65	$	5.24	$	0.94
Diluted earnings per share	$	4.71	$	0.65	$	5.17	$	0.93


(a)	Restricted stock awards containing rights to non-forfeitable dividends which participate in undistributed earnings with common shareholders are considered participating securities for purposes of computing earnings per share.

The following table provides the number of shares underlying stock options excluded from the computation of diluted earnings per share for the three and nine month periods ended September 30, 2013 and 2012 because they were anti-dilutive.



	Three Months			Nine Months
For the Periods Ended September 30	2013	2012		2013		2012
Anti-dilutive stock options	—	2.9		0.3		1.9
Average exercise price	N/A	$	21.05	$	26.80	$	21.45
Year(s) of expiration	N/A	2014-2022		2023		2014-2022

In addition, 0.1 of outstanding employee return on invested capital (ROIC) awards were excluded from the computation of diluted earnings per share for the three and nine months ended September 30, 2013, as the performance period related to the ROIC award metric begins in 2015.

RECEIVABLES, NET

9 Months Ended

Sep. 30, 2013

Receivables [Abstract]

RECEIVABLES, NET



	September 30, 2013			December 31, 2012
Trade accounts receivable	$	511.9		$	403.3
Notes receivable	4.7			5.6
Other	42.1			44.3
Receivables, gross	558.7			453.2
Allowance for doubtful accounts	(15.4		)	(12.9		)
Receivables, net	$	543.3		$	440.3

Receivables related to progress billings of $6.4 have been reclassified as of December 31, 2012 from the "Other" caption to the "Trade Accounts Receivable" caption to conform to the current period presentation.

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

INVENTORIES, NET

9 Months Ended

Sep. 30, 2013

Inventory Disclosure [Abstract]

INVENTORIES, NET



	September 30, 2013			December 31, 2012
Finished goods	$	53.3		$	64.1
Work in process	81.9			60.5
Raw materials	160.6			136.6
Long-term contracts in progress inventory	87.4			91.7
Total inventory before progress payments	383.2			352.9
Less – progress payments	(85.8		)	(48.7		)
Inventories, net	$	297.4		$	304.2

OTHER CURRENT AND NON-CURRENT ASSETS

9 Months Ended

Sep. 30, 2013

OTHER CURRENT AND NON-CURRENT ASSETS



	September 30, 2013		December 31, 2012
Short-term investments	$	102.4	$	38.2
Asbestos-related current assets	84.5		82.6
Prepaid income taxes	62.0		66.7
Current deferred income taxes	58.9		19.9
Other	62.4		44.0
Other current assets	$	370.2	$	251.4
Other employee benefit-related assets	$	106.6	$	87.7
Capitalized software costs	15.2		13.4
Environmental-related assets	11.7		12.3
Equity method investments	8.3		8.6
Other	18.5		29.2
Other non-current assets	$	160.3	$	151.2

Short-term investments are comprised of time deposits having an original maturity exceeding three months at time of purchase. These investments mature within six months of the balance sheet date. These investments have been classified as held-to-maturity and are recorded at amortized cost, which approximates fair value.

PLANT, PROPERTY AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment [Abstract]

PLANT, PROPERTY AND EQUIPMENT, NET



	September 30, 2013			December 31, 2012
Land and improvements	$	26.8		$	18.0
Machinery and equipment	820.8			785.4
Buildings and improvements	206.6			184.6
Furniture, fixtures and office equipment	72.3			69.9
Construction work in progress	27.9			43.7
Other	8.6			9.0
Plant, property and equipment, gross	1,163.0			1,110.6
Less – accumulated depreciation	(777.8		)	(737.5		)
Plant, property and equipment, net	$	385.2		$	373.1

Depreciation expense of $16.4 and $46.9 was recognized in the three and nine month periods ended September 30, 2013, respectively, and $13.8 and $39.9 for the three and nine month periods ended September 30, 2012, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table provides a rollforward of the carrying amount of goodwill for the nine months ended September 30, 2013 by segment.



	Industrial Process			Motion Technologies		Interconnect Solutions		Control Technologies		Total
Goodwill - December 31, 2012	$	345.5		$	47.8	$	73.0	$	185.1	$	651.4
Adjustments to purchase price allocations	(0.1		)	—		—		—		(0.1		)
Foreign currency	2.6			1.2		0.4		—		4.2
Goodwill - September 30, 2013	$	348.0		$	49.0	$	73.4	$	185.1	$	655.5

The purchase price allocation adjustment of $0.1 during 2013 is due to the receipt of $0.7 from the finalization of the Bornemann purchase price, partially offset by an adjustment to the fair value of certain environmental liabilities that existed at the acquisition date. As these amounts are not considered material, the adjustments were not retrospectively applied as if the accounting for the business combination had been completed at the acquisition date.

Other Intangible Assets, Net



	September 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Intangibles		Gross Carrying Amount		Accumulated Amortization			Net Intangibles
Customer relationships	$	84.8	$	(30.2	)	$	54.6	$	84.7	$	(25.1	)	$	59.6
Proprietary technology	30.0		(6.9		)	23.1		29.5		(4.9		)	24.6
Patents and other	16.4		(12.8		)	3.6		18.0		(6.3		)	11.7
Finite-lived intangible total	131.2		(49.9		)	81.3		132.2		(36.3		)	95.9
Indefinite-lived intangibles	27.7		—			27.7		27.4		—			27.4
Other Intangible Assets	$	158.9	$	(49.9	)	$	109.0	$	159.6	$	(36.3	)	$	123.3

Amortization expense related to finite-lived intangible assets was $3.6 and $15.1 for the three and nine month periods ended September 30, 2013, respectively, and $1.7 and $5.3 for the three and nine month periods ended September 30, 2012, respectively.

Estimated amortization expense for the remaining three months of 2013, each of the four succeeding years and thereafter is as follows:



Remaining Remaining 2013	$	2.8
2014	10.6
2015	9.4
2016	9.2
2017	8.4
2018 and Thereafter	40.9
Total	$	81.3

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

ACCRUED AND OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES

ACCRUED AND OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES

9 Months Ended

Sep. 30, 2013

Payables and Accruals [Abstract]



	September 30, 2013		December 31, 2012
Compensation and other employee-related benefits	$	166.7	$	147.7
Asbestos-related liabilities	84.5		92.4
Short-term loans and current maturities of long-term debt	67.8		16.8
Accrued income taxes and other tax-related liabilities	53.1		32.4
Customer-related liabilities	52.8		54.6
Environmental liabilities and other legal matters	33.4		38.6
Accrued warranty costs	28.6		28.6
Other accrued liabilities	30.0		47.2
Accrued and other current liabilities	$	516.9	$	458.3
Deferred income taxes and other tax-related accruals	$	142.3	$	135.1
Environmental liabilities	81.8		84.9
Compensation and other employee-related benefits	41.7		41.3
Other	28.2		31.0
Other non-current liabilities	$	294.0	$	292.3

DEBT

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

DEBT



	September 30, 2013		December 31, 2012
Commercial Paper	$	66.0	$	—
Short-term loans	—		12.7
Current maturities of long-term debt	1.3		3.6
Current capital leases	0.5		0.5
Short-term loans and current maturities of long-term debt	67.8		16.8
Non-current maturities of long-term debt	7.9		8.5
Non-current capital leases	1.6		1.6
Long-term debt and capital leases	9.5		10.1
Total debt and capital leases	$	77.3	$	26.9

Commercial Paper

Our outstanding commercial paper as of September 30, 2013 had a weighted average interest rate of 0.46% and maturity terms less than one month from the date of issuance.

POSTRETIREMENT BENEFIT PLANS

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

POSTRETIREMENT BENEFIT PLANS

The following tables provide the components of net periodic benefit cost for pension plans and other employee-related benefit plans for the three and nine month periods ended September 30, 2013 and 2012.



	2013									2012
Three Months Ended September 30	Pension			Other Benefits			Total			Pension			Other Benefits			Total
Net periodic benefit cost:
Service cost	$	1.7		$	0.7		$	2.4		$	1.5		$	0.5		$	2.0
Interest cost	3.7			2.1			5.8			3.9			2.2			6.1
Expected return on plan assets	(4.9		)	(0.2		)	(5.1		)	(4.7		)	(0.2		)	(4.9		)
Amortization of prior service cost (benefit)	0.2			(0.1		)	0.1			0.2			—			0.2
Amortization of net actuarial loss	2.2			1.1			3.3			1.6			1.1			2.6
Net periodic benefit cost	2.9			3.6			6.5			2.5			3.6			6.0
Loss from curtailment	0.7			—			0.7			—			—			—
Total net periodic benefit cost	$	3.6		$	3.6		$	7.2		$	2.5		$	3.6		$	6.0



	2013									2012
Nine Months Ended September 30	Pension			Other Benefits			Total			Pension			Other Benefits			Total
Net periodic benefit cost:
Service cost	$	5.1		$	2.2		$	7.3		$	4.3		$	1.6		$	5.9
Interest cost	11.0			6.2			17.2			11.6			6.7			18.3
Expected return on plan assets	(14.7		)	(0.5		)	(15.2		)	(13.6		)	(0.4		)	(14.0		)
Amortization of prior service cost (benefit)	0.6			(0.3		)	0.3			0.7			(0.1		)	0.6
Amortization of net actuarial loss	6.7			3.3			10.0			4.7			3.1			7.8
Net periodic benefit cost	$	8.7		$	10.9		$	19.6		$	7.7		$	10.9		$	18.6
Loss from curtailment	0.7			—			0.7			—			—			—
Total net periodic benefit cost	$	9.4		$	10.9		$	20.3		$	7.7		$	10.9		$	18.6

During the third quarter of 2013, management approved pension plan design changes to certain of our defined benefit plans that will eliminate future benefit accruals for plan participants as of December 31, 2013. As a result, we remeasured the projected benefit obligations and plan assets for certain plans. The remeasurement resulted in a decrease to ITT's net pension liability of $4.4 and a curtailment loss of $0.7.

During the three months ended September 30, 2013 and 2012, we made contributions to our global pension plans of $0.8 and $1.0, respectively. During the nine months ended September 30, 2013 and 2012, we made contributions to our global pension plans of $2.5 and $35.3, respectively. We do not expect to make material contributions to our global pension plans during the remainder of 2013.

During the three months ended September 30, 2013 and 2012, we amortized $(0.4) and $2.8, net of tax, respectively, from accumulated other comprehensive income into earnings related to prior service cost and net actuarial loss. Similarly, during the nine months ended September 30, 2013 and 2012, we amortized $6.5 and $8.4, net of tax, into earnings, respectively. No other reclassifications from accumulated other comprehensive income into earnings were recognized during any of the presented periods.

LONG-TERM INCENTIVE EMPLOYEE COMPENSATION

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

LONG-TERM INCENTIVE EMPLOYEE COMPENSATION

Prior to 2013, our long-term incentive plan (LTIP) was comprised of three components: non-qualified stock options (NQOs), restricted stock units (RSUs), and a total shareholder return award (TSR). We account for NQOs and RSUs as equity-based compensation awards while cash-settled TSR awards granted prior to 2013 are accounted for as liability-based awards.

TSR awards granted in the first quarter of 2013 will be settled in shares of ITT common stock. In addition, in the first quarter of 2013, a fourth component, a return on invested capital award (ROIC), which is also settled in shares of ITT common stock, was added to the LTIP. The 2013 ROIC and TSR awards were granted as Performance Stock Units and are accounted for as two distinct awards. We account for NQOs, RSUs, ROIC awards, and share-settled TSR awards granted in 2013 as equity-based compensation awards.

LTIP costs are primarily recorded within general and administrative expenses, and are reduced by an estimated forfeiture rate. The following table provides the components of these costs for the three and nine months ended September 30, 2013 and 2012.



	Three Months				Nine Months
For the Periods Ended September 30	2013		2012		2013		2012
Equity-based awards	$	3.5	$	3.6	$	9.7	$	9.4
Liability-based awards	1.4		0.8		2.2		1.1
Total share-based compensation expense	$	4.9	$	4.4	$	11.9	$	10.5

At September 30, 2013, there was $22.8 of estimated unrecognized compensation cost related to unvested equity-based awards that is expected to be recognized ratably over a weighted-average period of 2.2 years. Total estimated unrecognized compensation cost projected to be incurred for unvested liability-based awards as of September 30, 2013 was $4.4; this is expected to be recognized ratably over a weighted-average period of 1.8 years.

Year-to-Date 2013 LTIP Activity

The majority of our LTIP activity occurs during the first quarter of each year. On March 5, 2013, we granted the following LTIP awards as provided in the table below:



	# of Awards Granted	Grant Date Fair Value
NQOs	0.4	$	6.62
RSUs	0.3	$	26.76
TSR	0.1	$	33.45
ROIC	0.1	$	25.56

Subsequent to March 5, 2013, we granted approximately 0.1 RSU awards with a corresponding weighted average grant date fair value of $30.09.

The NQOs vest either on the completion of a three-year service period or annually in three equal installments, as determined by employee level, and have a ten-year expiration period. RSUs, TSR awards, and ROIC awards vest on the completion of a three-year service period.

During the nine months ended September 30, 2013 and 2012, 1.7 and 2.6 stock options were exercised resulting in proceeds of $28.0 and $40.2, respectively, and restrictions on 0.3 and 0.4 shares of restricted stock lapsed, respectively.

The fair value of each NQO grant was estimated on the date of grant using a binomial lattice pricing model that incorporates multiple and variable assumptions over time, including assumptions such as employee exercise patterns, stock price volatility and changes in dividends. The following table details the weighted average assumptions used to measure fair value and the resulting grant date fair value for the March 5, 2013 NQO grants.



Dividend yield	1.5		%
Expected volatility	29.9		%
Expected life	6.4 years
Risk-free rates	1.1		%
Grant date fair value	$	6.62

Expected volatilities for option grants were based on a peer average of historical and implied volatility due to limited historical and implied volatility data for ITT following the October 2011 spin-offs. ITT uses historical data to estimate option exercise and employee termination behavior within the valuation model. Option characteristics, such as vesting terms, are considered separately for valuation purposes. The expected life represents an estimate of the period of time options are expected to remain outstanding. The expected life provided above represents the weighted average of options granted with differing vesting terms. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of option grant.

The fair value of RSUs corresponds to the closing price of ITT common stock on the date of grant.

The fair value of the ROIC awards was based on the closing price of ITT common stock on the date of grant less the present value of expected dividend payments during the vesting period. A dividend yield of 1.49% was assumed based on ITT's annualized dividend payment of $0.40 per share and the March 5, 2013 closing stock price of $26.76. The fair value of the ROIC award is fixed on the grant date; however, a probability assessment is performed each reporting period to estimate the likelihood of achieving the ROIC targets and the amount of compensation to be recognized. The ROIC award payout is subject to a payout factor which includes a maximum and minimum payout.

The fair value of the TSR award was measured using a Monte Carlo simulation, measuring potential total shareholder return for ITT relative to the other companies in the S&P 400 Mid-Cap Capital Goods Index (the TSR Performance Group). The expected volatility of ITT's stock price was based on the historical volatility of a peer group while expected volatility for the other companies in the TSR Performance Group was based on their own stock price history. All volatility and correlation measures were based on three years of daily historical price data through March 5, 2013, corresponding to the three-year performance period of the award. The TSR award payout is subject to a multiplier which includes a maximum and minimum payout. As the grant date occurred after the beginning of the performance period, actual TSR performance between the beginning of the performance period (December 2012 average closing stock price) and the grant date was reflected in the valuation. A dividend yield of 1.49% was assumed based on ITT's annualized dividend payment of $0.40 per share and the March 5, 2013 closing stock price of $26.76

The fair value of TSR awards granted prior to 2013 is remeasured on a quarterly basis and corresponds to ITT's total shareholder return as compared to the total shareholder return of companies within the S&P 400 Mid-Cap Capital Goods Index, subject to a multiplier which includes a maximum and minimum payout. The relative performance ranking calculated is adjusted to reflect expected volatility over the remaining term of the award using a Monte Carlo simulation.

CAPITAL STOCK	9 Months Ended
CAPITAL STOCK	Sep. 30, 2013
Equity [Abstract]
CAPITAL STOCK	CAPITAL STOCK On October 27, 2006, a three-year $1 billion share repurchase program was approved by our Board of Directors. On December 16, 2008, the provisions of the share repurchase program were modified by our Board of Directors to replace the original three-year term with an indefinite term. We repurchased 3.1 and 3.3 shares of common stock for $85.2 and $73.6 during the nine months ended September 30, 2013 and 2012, respectively. We did not repurchase any shares of common stock during the three months ended September 30, 2013 and 2012. To date, under the 2006 Share Repurchase Program, the Company has repurchased 15.3 shares for $629.3. Separate from the 2006 Share Repurchase Program, the Company repurchased 0.1 shares and 0.1 shares for an aggregate price of $2.8 and $3.3, during the nine months ended September 30, 2013 and 2012, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock or restricted stock units. Repurchases associated with employee tax withholding obligations were not significant during the three months ended September 30, 2013 and 2012.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

COMMITMENTS AND CONTINGENCIES

From time to time, we are involved in legal proceedings that are incidental to the operation of our businesses. Some of these proceedings allege damages relating to environmental exposures, intellectual property matters, copyright infringement, personal injury claims, employment and employee benefit matters, government contract issues and commercial or contractual disputes and acquisitions or divestitures. We will continue to defend vigorously against all claims. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information including our assessment of the merits of the particular claim, as well as our current reserves and insurance coverage, we do not expect that such legal proceedings will have a material adverse impact on our financial statements, unless otherwise noted below.

Asbestos Matters

Background

ITT, including its subsidiary Goulds Pumps, Inc., has been joined as a defendant with numerous other companies in product liability lawsuits alleging personal injury due to asbestos exposure. These claims generally allege that certain products sold by us or our subsidiaries prior to 1985 contained a part manufactured by a third party (e.g., a gasket) which contained asbestos. To the extent these third-party parts may have contained asbestos, it was encapsulated in the gasket (or other) material and was non-friable.

As of September 30, 2013, there were approximately 59 thousand pending active claims against ITT, including Goulds Pumps, filed in various state and federal courts alleging injury as a result of exposure to asbestos. Activity related to these asserted asbestos claims during the period was as follows:



For the Nine Months Ended September 30 (in thousands)	2013		2012
Pending claims – Beginning	96		105
New claims	4		3
Settlements	(3	)	(1	)
Dismissals^(a)	(20	)	(11	)
Pending claims – Ending	77		96
Pending inactive claims^(a)	18		29
Pending active claims	59		67

(a)

The 2013 and 2012 dismissals reported in the table above include the dismissal of approximately 12 thousand claims and 10 thousand claims, respectively, that were considered pending inactive claims. Inactive claims represent pending claims in Mississippi filed prior to 2004, which have been excluded from our asbestos measurement because the plaintiffs cannot demonstrate a significant compensable loss. As such, management believes these claims have little to no value.

Frequently, plaintiffs are unable to identify any ITT or Goulds Pumps product as a source of asbestos exposure. Our experience to date is that a majority of resolved claims are dismissed without any payment from the Company. Management believes that a large majority of the pending claims have little or no value. In addition, because claims are sometimes dismissed in large groups, the average cost per resolved claim can fluctuate significantly from period to period. The average cost per resolved claim for the nine months ended 2013 and 2012, including indemnity and defense costs, was $3 thousand and $6 thousand, respectively. ITT expects more asbestos-related suits will be filed in the future, and ITT will continue to aggressively defend or seek a reasonable resolution, as appropriate.

Estimating the Liability and Related Asset

The Company records an asbestos liability, including legal fees, for costs estimated to be incurred to resolve all pending claims, as well as unasserted claims estimated to be filed against the Company over the next 10 years. The asbestos liability has not been discounted to present value due to an inability to reliably forecast the timing of future cash flows. The methodology used to estimate our asbestos liability for pending claims and claims estimated to be filed over the next 10 years relies on and includes the following:


•	interpretation of a widely accepted forecast of the population likely to have been exposed to asbestos in the workplace;


•	widely accepted epidemiological studies estimating the number of people likely to develop mesothelioma and lung cancer from exposure to asbestos;


•	the Company's historical experience with the filing of non-malignant claims against it and the historical relationship between non-malignant and malignant claims filed against the Company;


•	analysis of the number of likely asbestos personal injury claims to be filed against the Company based on such epidemiological and historical data and the Company's recent claims experience;


•	analysis of the Company's pending cases, by disease type;


•	analysis of the Company's recent experience to determine the average settlement value of claims, by disease type;


•	analysis of the Company's defense costs in relation to its indemnity costs;


•	adjustment for inflation in the average settlement value of claims and defense costs estimated to be paid in the future; and


•	analysis of the Company's recent experience with regard to the length of time to resolve asbestos claims.

Asbestos litigation is a unique form of litigation. Frequently, the plaintiff sues a large number of defendants and does not state a specific claim amount. After filing of the complaint, the plaintiff engages defendants in settlement negotiations to establish a settlement value based on certain criteria, including the number of defendants in the case. Rarely do the plaintiffs seek to collect all damages from one defendant. Rather, they seek to spread the liability, and thus the payments, among many defendants. As a result, the Company is unable to estimate the maximum potential exposure to pending claims and claims estimated to be filed over the next 10 years.

The forecast period used to estimate our potential liability to pending and projected asbestos claims is a judgment based on a number of factors, including the number and type of claims filed, recent experience with pending claims activity and whether that experience will continue into the future, the jurisdictions where claims are filed, the effect of any legislative or judicial developments, and the likelihood of any comprehensive asbestos legislation at the federal level. These factors have both positive and negative effects on the dynamics of asbestos litigation in the tort system and, accordingly, our estimate of the asbestos exposure. Developments related to asbestos tend to be long-cycle, changing over multi-year periods. Accordingly, we monitor these and other factors and periodically assess whether an alternative forecast period is appropriate.

The Company retains a consulting firm to assist management in estimating the potential liability for pending asbestos claims and for claims estimated to be filed over the next 10 years based on the methodology described above. Our methodology determines a point estimate based on our assessment of the value of each underlying assumption, rather than a range of reasonably possible outcomes. Projecting future asbestos costs is subject to numerous variables and uncertainties that are inherently difficult to predict. In addition to the uncertainties surrounding the key assumptions discussed above, additional uncertainty related to asbestos claims and estimated costs arises from the long latency period prior to the manifestation of an asbestos-related disease, changes in available medical treatments and changes in medical costs, changes in plaintiff behavior resulting from bankruptcies of other companies that are or could be co-defendants, uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, and the impact of potential legislative or judicial changes. At September 30, 2013, approximately 35% of the recorded asbestos liability relates to pending claims, with the remainder relating to claims estimated to be filed over the next 10 years.

We record a corresponding asbestos-related asset that represents our best estimate of probable recoveries from insurers for the estimated asbestos liabilities. Consistent with the asbestos liability, the asbestos-related asset has not been discounted to present value due to the inability to reliably forecast the timing of future cash flows. In developing this estimate, the Company considers coverage-in-place and other agreements with its insurers, as well as a number of additional factors. These additional factors reviewed include the financial viability of our insurance carriers and any related solvency issues, the method by which losses will be allocated to the various insurance policies and the years covered by those policies, the extent to which settlement and defense costs will be reimbursed by the insurance policies and interpretation of the various policy and contract terms and limits and their interrelationships, and various judicial determinations relevant to our insurance programs. The timing and amount of reimbursements will vary due to a time lag between when ITT pays an amount to defend or settle a claim and when a reimbursement is received from an insurer, differing policy terms and certain gaps in our insurance coverage as a result of uninsured periods, insurer insolvencies, and prior insurance settlements. Approximately 91% of our estimated receivables are due from domestic insurers, substantially all of which had credit ratings of A- or better from A.M. Best as of September 30, 2013. While the substantial majority of our insurance carriers are solvent, some of the individual carriers are insolvent, which has been considered in our analysis of probable recoveries.

In addition, the Company retains an insurance consulting firm to assist management in estimating probable recoveries for pending asbestos claims and for claims estimated to be filed over the next 10 years based on the analysis of policy terms, the likelihood of recovery provided by external legal counsel, and incorporating risk mitigation judgments where policy terms or other factors are not certain. Amounts deemed not recoverable generally are due from insurers that are insolvent, rather than as a result of disagreements with the insurers over policy terms, coverage limits or coverage disputes. The aggregate amount of insurance available to the Company for asbestos-related claims was acquired over many years and from many different carriers, and remains substantial. However, limitations in that coverage are expected to result in projected payments to claimants substantially exceeding the probable insurance recovery.

The Company has negotiated with certain of its insurers to reimburse the Company for a portion of its indemnity and defense costs through “coverage-in-place” agreements or long-term policy buyout agreements. The agreements are designed to facilitate an orderly resolution and collection of ITT's insurance portfolio and to mitigate issues that insurers may raise regarding their responsibility to respond to claims. These agreements, in the aggregate, represent approximately 59% of the recorded asbestos-related asset as of September 30, 2013.

After reviewing our portfolio of insurance policies, with consideration given to applicable deductibles, retentions and policy limits, the solvency and historical payment experience of various insurance carriers, existing insurance settlements, and the advice of outside counsel with respect to the applicable insurance coverage law relating to the terms and conditions of its insurance policies, ITT believes that its recorded receivable for insurance recoveries is probable of collection.

Estimating our exposure to pending asbestos claims and those that may be filed in the future is subject to significant uncertainty and risk as there are multiple variables that can affect the timing, severity, quality, quantity and resolution of claims. Any predictions with respect to the variables impacting the estimate of the asbestos liability and related asset are subject to even greater uncertainty as the projection period lengthens. In light of the uncertainties and variables inherent in the long-term projection of the Company's asbestos exposures, although it is probable that the Company will incur additional costs for asbestos claims filed beyond the next 10 years which could be material to the financial statements, we do not believe there is a reasonable basis for estimating those costs at this time.

The asbestos liability and related receivables reflect management's best estimate of future events. However, future events affecting the key factors and other variables for either the asbestos liability or the related receivables could cause actual costs or recoveries to be materially higher or lower than currently estimated. Due to these uncertainties, as well as our inability to reasonably estimate any additional asbestos liability for claims which may be filed beyond the next 10 years, it is not possible to predict the ultimate cost of resolving all pending and unasserted asbestos claims. We believe it is possible that future events affecting the key factors and other variables within the next 10 years, as well as the cost of asbestos claims filed beyond the next 10 years, net of expected recoveries, could have a material adverse effect on our financial statements.

Income Statement Charges

In the third quarter of 2013, ITT reached an agreement-in-principle (2013 Settlement) with an insurer to settle responsibility for multiple categories of claims, including future claims. Under the terms of the 2013 Settlement, the insurer agreed to a specified series of payments over the course of the next five years to fully exhaust its primary policies issued to ITT. The 2013 Settlement resulted in a net benefit of $31.0 during the quarter ended September 30, 2013 with a corresponding increase in the asbestos-related asset.

In the third quarter of 2012, ITT executed a settlement agreement (2012 Settlement) with an entity (the counterparty) that acquired a business disposed by ITT in 1986. Under the terms of the 2012 Settlement, the counterparty assumed full responsibility for all pending and future asbestos-related claims filed against the disposed business, whether they were served on ITT or the counterparty. ITT also agreed that certain insurance rights will remain with the pending and future claims filed against the disposed business, benefiting the counterparty. The 2012 Settlement resulted in a benefit of $11.4, of which $5.6 was reported in discontinued operations.

In the third quarter, we conducted our annual study with the assistance of outside consultants to review and update the underlying assumptions used in our asbestos liability and related asset estimates. During this study, the underlying assumptions were updated based on actual experience since our last annual study, a reassessment of the appropriate reference period of years of experience used in determining each assumption and our expectations regarding future conditions, including inflation. Based on the results of this study, we decreased our estimated undiscounted asbestos liability, including legal fees, by $65.0, reflecting a decrease in costs the company estimates will be incurred to resolve all pending claims, as well as unasserted claims estimated to be filed over the next 10 years.

The decrease in our estimated liability in the third quarter of 2013 is a result of several developments, including an expectation of lower defense costs relative to indemnities paid over the projection period and favorable experience in the ratio of cases dismissed versus settled. These favorable impacts were offset in part by an increase in expected average settlement values.

Further, in the third quarter of 2013 the Company reduced its estimated asbestos-related assets by $65.5, based on the results of this study. The decrease in our asbestos-related assets is primarily the result of the decrease in the estimated liability and changes in other assumptions. These assets comprise an insurance asset, as well as receivables from other responsible parties.

In addition to the charges associated with our annual measurement, we record a net asbestos charge each quarter to maintain a rolling 10-year forecast period. The tables below summarize the total net asbestos charges for the three and nine months ended September 30, 2013 and 2012.



	Three Months						Nine Months
	2013			2012			2013			2012
Continuing Operations:
Asbestos provision	$	15.1		$	15.7		$	47.0		$	38.0
Asbestos remeasurement, net	0.5			2.9			0.5			2.9
Settlement agreement	(31.0		)	(5.8		)	(31.0		)	(5.8		)
Net asbestos charge - Continuing Operations	(15.4		)	12.8			16.5			35.1
Discontinued Operations:
Asbestos provision	—			—			—			0.7
Settlement agreement	—			(5.6		)	—			(5.6		)
Net asbestos charge - Discontinued Operations	—			(5.6		)	—			(4.9		)
Total net asbestos charge	$	(15.4	)	$	7.2		$	16.5		$	30.2

Changes in Financial Position

The Company's estimated asbestos exposure, net of expected recoveries, for the resolution of all pending claims and claims estimated to be filed in the next 10 years was $736.8 and $739.5 as of September 30, 2013 and December 31, 2012, respectively. The following table provides a rollforward of the estimated asbestos liability and related assets for the nine months ended September 30, 2013.



	Liability			Asset			Net
Balance as of December 31, 2012	$	1,347.4		$	607.9		$	739.5
Asbestos provision	57.6			10.6			47.0
Asbestos remeasurement	(65.0		)	(65.5		)	0.5
Settlement agreement	—			31.0			(31.0		)
Net cash activity	(70.1		)	(50.9		)	(19.2		)
Balance as of September 30, 2013	$	1,269.9		$	533.1		$	736.8
Current portion	$	84.5		$	84.5
Noncurrent portion	$	1,185.4		$	448.6

Future Cash Flows

We estimate that we will be able to recover 42% of the asbestos indemnity and defense costs for pending claims as well as unasserted claims estimated to be filed over the next 10 years from our insurers. Actual insurance reimbursements will vary from period to period and the anticipated recovery rate is expected to decline over time due to gaps in our insurance coverage, reflecting uninsured periods, the insolvency of certain insurers, prior settlements with our insurers, and our expectation that certain insurance policies will exhaust within the next 10 years. Certain of our primary coverage-in-place agreements are expected to exhaust within the next six months, which may result in higher net cash outflows until excess carriers begin accepting claims for reimbursement. In the tenth year of our estimate, our insurance recoveries are currently projected to be 30%. Additionally, future recovery rates may be impacted by other factors, such as future insurance settlements, insolvencies, and judicial determinations relevant to our coverage program, which are difficult to predict and subject to a high degree of uncertainty.

Further, there is uncertainty in estimating when cash payments related to the recorded asbestos liability will be fully expended. Such cash payments will continue for a number of years beyond the next 10 years due to the significant proportion of future claims included in the estimated asbestos liability and the delay between the date a claim is filed and when it is resolved. Subject to these inherent uncertainties, it is expected that net cash payments related to pending claims and claims estimated to be filed in the next 10 years will extend through approximately 2029.

Annual net cash outflows, net of tax benefits, are projected to average $10 to $20 over the next five years, as compared to an average of $9 over the past three annual periods, and increase to an average of approximately $35 to $45, over the remainder of the projection period.

Environmental

In the ordinary course of business, we are subject to federal, state, local, and foreign environmental laws and regulations. We are responsible, or are alleged to be responsible, for ongoing environmental investigation and site remediation. These sites are in various stages of investigation and/or remediation and in many of these proceedings our liability is considered de minimis. We have received notification from the U.S. Environmental Protection Agency, and from similar state and foreign environmental agencies, that a number of sites formerly or currently owned and/or operated by ITT, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances where we have been identified as a potentially responsible party under federal and state environmental laws and regulations.

The following table provides a rollforward of the estimated environmental liability and related assets for the nine months ended September 30, 2013.



	Liability			Asset			Net
Environmental liability - December 31, 2012	$	96.1		$	12.3		$	83.8
Change in estimates for pre-existing accruals:
Continuing operations	5.0			(0.1		)	5.1
Discontinued operations	1.4			—			1.4
Accruals added during the period for new matters	0.4			—			0.4
Net cash activity	(9.4		)	(0.5		)	(8.9		)
Environmental liability - September 30, 2013	$	93.5		$	11.7		$	81.8

The following table illustrates the reasonably possible range of estimated liability, and number of active sites for environmental matters, at September 30, 2013.



Low-end estimate	$	73.0
High end estimate	$	166.0
Number of active environmental investigation and remediation sites	63

As actual costs incurred at identified sites in future periods may vary from our current estimates given the inherent uncertainties in evaluating environmental exposures, management believes it is possible that the outcome of these uncertainties may have a material adverse effect on our financial statements.

Other Matters

The Company is involved in coverage litigation with various insurers seeking recovery of costs incurred in connection with certain environmental and product liabilities. In a suit filed in 1991, ITT Corporation, et al. v. Pacific Employers Insurance Company et al, Sup. Ct., Los Angeles County, we are seeking recovery of costs related to property damage losses due to environmental issues. Discovery, procedural matters, changes in California law, and various appeals have prolonged this case. For several years, the case was on appeal before the California Court of Appeals from a decision by the California Superior Court dismissing certain claims made by ITT. In the third quarter of 2013, the Company and Pacific Employers Insurance Company (PEIC) entered into an agreement in principle (the 2013 Settlement) to resolve all outstanding issues including the PEIC’s obligation to pay defense costs. In accordance with the 2013 Settlement, once the settlement is finalized, all outstanding issues between the Company and PEIC related to the primary policies issues by PEIC during the period from 1977 to 1985 will be resolved and the Company will receive a structured payment over time. The Company continues to engage other defendants in settlement negotiations as appropriate.

On February 13, 2003, we commenced an action, Cannon Electric, Inc. v. Affiliated FM Ins. Co., Sup. Ct., Los Angeles County, seeking recovery of costs from the same coverage referenced above but related to asbestos product liability losses. During this coverage litigation, we entered into coverage-in-place settlement agreements with ACE, Wausau and Utica Mutual dated April 2004, September 2004, and February 2007, respectively. These agreements provide specific coverage for the Company’s legacy asbestos liabilities. In the first quarter of 2012, Goulds Pumps resolved its claims against Fireman’s Fund and Continental Casualty. In January 2012, ITT and Goulds Pumps filed a putative class action against Travelers Casualty and Surety Company (ITT Corporation and Goulds Pumps, Inc., v. Travelers Casualty and Surety Company (f/k/a Aetna Casualty and Surety Company)), alleging that Travelers is unilaterally reinterpreting language contained in older Aetna policies so as to avoid paying on asbestos claims. The above referenced PEIC settlement will also apply to asbestos liability losses. We continue to negotiate settlement agreements with other insurers, where appropriate.

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

SEGMENT INFORMATION

The Company's segments are reported on the same basis used internally for evaluating performance and for allocating resources. Our four reportable segments are referred to as: Industrial Process, Motion Technologies, Interconnect Solutions and Control Technologies.

Industrial Process manufactures engineered fluid process equipment serving a diversified mix of customers in global infrastructure industries such as oil & gas, mining, power generation, chemical and other process markets and is an aftermarket service provider.

Motion Technologies manufactures brake pads, shock absorbers and damping technologies for the global automotive, truck, trailer and public bus and rail transportation markets.

Interconnect Solutions manufactures a wide range of highly specialized connector products that make it possible to transfer signal and power in various electronic devices that are utilized in the aerospace, industrial, defense and oil & gas markets.

Control Technologies manufactures specialized equipment, including actuators, valves, switches, vibration isolation devices, custom-energy absorption equipment, and regulators for the aerospace, defense and industrial markets.

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, such as asbestos and environmental liabilities, that are managed at a corporate level and are not included in segment results when evaluating performance or allocating resources. Assets of the segments exclude general corporate assets, which principally consist of cash, investments, asbestos-related receivables and certain property, plant and equipment.



	Revenue						Operating Income						Operating Margin
Three Months Ended September 30	2013			2012			2013			2012			2013		2012
Industrial Process	$	285.0		$	239.9		$	27.7		$	30.6		9.7	%	12.8	%
Motion Technologies	176.8			151.1			24.8			18.6			14.0	%	12.3	%
Interconnect Solutions	103.9			90.8			10.8			(0.9		)	10.4	%	(1.0	)%
Control Technologies	69.9			67.6			13.7			14.9			19.6	%	22.0	%
Total segment results	635.6			549.4			77.0			63.2			12.1	%	11.5	%
Asbestos-related benefit (costs), net	—			—			15.4			(12.8		)	—		—
Eliminations / Other corporate costs	(1.6		)	(1.9		)	(15.4		)	(13.7		)	—		—
Total Eliminations / Corporate and Other costs	(1.6		)	(1.9		)	—			(26.5		)	—		—
Total	$	634.0		$	547.5		$	77.0		$	36.7		12.1	%	6.7	%



	Revenue						Operating Income						Operating Margin
Nine Months Ended September 30	2013			2012			2013			2012			2013		2012
Industrial Process	$	810.5		$	699.2		$	78.3		$	80.1		9.7	%	11.5	%
Motion Technologies	541.4			486.4			81.1			66.1			15.0	%	13.6	%
Interconnect Solutions	295.0			283.6			16.2			6.5			5.5	%	2.3	%
Control Technologies	208.7			209.2			43.5			42.0			20.8	%	20.1	%
Total segment results	1,855.6			1,678.4			219.1			194.7			11.8	%	11.6	%
Asbestos-related costs, net	—			—			(16.5		)	(35.1		)	—		—
Eliminations / Other corporate costs	(4.2		)	(4.9		)	(47.0		)	(29.2		)	—		—
Total Eliminations / Corporate and Other costs	(4.2		)	(4.9		)	(63.5		)	(64.3		)	—		—
Total	$	1,851.4		$	1,673.5		$	155.6		$	130.4		8.4	%	7.8	%



	Total Assets				Capital Expenditures				Depreciation & Amortization
Nine Months Ended September 30	2013		2012(a)		2013		2012		2013		2012
Industrial Process	$	1,116.6	$	1,044.8	$	29.6	$	14.0	$	24.5	$	10.4
Motion Technologies	439.1		405.6		13.4		20.1		22.4		20.1
Interconnect Solutions	377.5		362.6		6.6		5.2		7.8		7.4
Control Technologies	347.8		347.0		2.7		2.9		7.4		7.0
Corporate and Other	1,514.3		1,226.1		5.9		1.5		4.4		5.1
Total	$	3,795.3	$	3,386.1	$	58.2	$	43.7	$	66.5	$	50.0


(a)	Amounts reflect balances as of December 31, 2012.

Assets of $56.0 and $14.9 as of December 31, 2012 have been reclassified from Motion Technologies and Control Technologies, respectively, to Corporate and Other related to the elimination of investments in ITT subsidiaries.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Discontinued Operations and Disposal Groups [Abstract]

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]
Description of Business	Description of Business ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation, and industrial markets. Unless the context otherwise indicates, references herein to “ITT,” “the Company,” and such words as “we,” “us,” and “our” include ITT Corporation and its subsidiaries. ITT operates through four segments: Industrial Process, consisting of industrial pumping and complementary equipment; Motion Technologies, consisting of friction and shock & vibration equipment; Interconnect Solutions, consisting of electronic connectors; and Control Technologies, consisting of fluid handling, motion control and vibration and shock isolation products. Financial information for our segments is presented in Note 19, “Segment Information.”
Accounting Pronouncement Not Yet Adopted	Accounting Pronouncements Not Yet Adopted In July 2013, the Financial Accounting Standards Board (FASB) issued guidance eliminating diversity in practice surrounding the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The new guidance requires entities to net an unrecognized tax benefit with a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if the carryforward would be used to settle additional tax due upon disallowance of a tax position. The amendment is effective for fiscal periods beginning after December 15, 2013 with early adoption permitted. The adoption of this amendment is not expected to have a material effect on ITT's financial statements. In March 2013, the FASB clarified that, when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the parent is required to release any related cumulative translation adjustment into net income. The cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The FASB also clarified that if a business combination is achieved in stages related to a previously held equity method investment (step-acquisition) that is a foreign entity, the amount of accumulated other comprehensive income that is reclassified and included in the calculation of gain or loss as of the acquisition date shall include any foreign currency translation adjustment related to that previously held investment. The amendments are effective prospectively for fiscal years beginning after December 15, 2013, with early adoption permitted. While we do not expect a material impact on ITT's financial statements upon adoption, the effects on future periods will depend upon the nature and significance of future transactions subject to the amendments. In February 2013, the FASB issued guidance requiring an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and any additional amount the entity expects to pay on behalf of the other entities. The amendments are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. While we do not expect a material impact on ITT's financial statements upon adoption, the effects on future periods will depend upon the nature and significance of future transactions subject to the amendments.

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2013

Results of Discontinued Operations

The table below provides the results of discontinued operations:



Three Months Ended September 30, 2012	Shape Cutting Businesses		Other^(a)			Total
Revenue	$	8.3	$	—		$	8.3
Transformation costs	—		(0.4		)	(0.4		)
Earnings before income taxes	0.2		10.4			10.6
Income tax benefit	—		(1.7		)	(1.7		)
Income from discontinued operations	0.2		12.1			12.3



Nine Months Ended September 30, 2012	Shape Cutting Businesses		Other^(a)			Total
Revenue	$	26.8	$	—		$	26.8
Transformation costs	—		7.8			7.8
Earnings before income taxes	0.7		3.2			3.9
Income tax expense (benefit)	0.4		(2.1		)	(1.7		)
Income from discontinued operations	0.3		5.3			5.6


(a)	Amounts presented in the “Other” column relate to various divested ITT businesses accounted for as discontinued operations in the year of divestiture for which legacy liabilities remain, as well as transformation costs.

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

Restructuring Cost and Reserve [Line Items]

RESTRUCTURING ACTIONS RESTRUCTURING ACTIONS (Tables)

9 Months Ended

Sep. 30, 2013

Restructuring and Related Activities [Abstract]



	Three Months				Nine Months
For the Periods Ended September 30	2013		2012		2013		2012
Severance costs	$	1.2	$	3.6	$	9.9	$	4.5
Other restructuring costs	0.5		1.0		0.7		1.6
Total restructuring costs	$	1.7	$	4.6	$	10.6	$	6.1
By segment:
Industrial Process	$	0.4	$	—	$	1.1	$	0.1
Motion Technologies	0.6		1.9		3.1		1.9
Interconnect Solutions	0.6		1.6		6.0		2.0
Control Technologies	—		—		—		0.8
Corporate and Other	0.1		1.0		0.4		1.3

We expect that our current restructuring actions will be completed during 2014. The table below summarizes the estimated additional restructuring costs to be incurred related to these actions.



Industrial Process	$	4.0
Motion Technologies	2.0
Interconnect Solutions	11.0
Total	$	17.0

EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Basic and Diluted Loss Per Share



	Three Months				Nine Months
For the Periods Ended September 30	2013		2012		2013		2012
Net income from continuing operations attributable to ITT Corporation	$	433.0	$	60.7	$	476.8	$	87.4
Weighted average common shares outstanding	90.4		92.3		91.0		92.9
Add: Weighted average restricted stock awards outstanding^(a)	—		0.2		—		0.3
Basic weighted average common shares outstanding	90.4		92.5		91.0		93.2
Add: Dilutive impact of stock options and restricted stock units	1.5		1.0		1.3		1.1
Diluted weighted average common shares outstanding	91.9		93.5		92.3		94.3
Basic earnings per share	$	4.79	$	0.65	$	5.24	$	0.94
Diluted earnings per share	$	4.71	$	0.65	$	5.17	$	0.93


(a)	Restricted stock awards containing rights to non-forfeitable dividends which participate in undistributed earnings with common shareholders are considered participating securities for purposes of computing earnings per share.

Number of Shares Underlying Stock Options Excluded from the Computation of Diluted Earnings (Loss)



	Three Months			Nine Months
For the Periods Ended September 30	2013	2012		2013		2012
Anti-dilutive stock options	—	2.9		0.3		1.9
Average exercise price	N/A	$	21.05	$	26.80	$	21.45
Year(s) of expiration	N/A	2014-2022		2023		2014-2022

RECEIVABLES, NET (Tables)

9 Months Ended

Sep. 30, 2013

Receivables [Abstract]

RECEIVABLES, NET



	September 30, 2013			December 31, 2012
Trade accounts receivable	$	511.9		$	403.3
Notes receivable	4.7			5.6
Other	42.1			44.3
Receivables, gross	558.7			453.2
Allowance for doubtful accounts	(15.4		)	(12.9		)
Receivables, net	$	543.3		$	440.3

INVENTORIES, NET (Tables)

9 Months Ended

Sep. 30, 2013

Inventory Disclosure [Abstract]

Inventories, Net



	September 30, 2013			December 31, 2012
Finished goods	$	53.3		$	64.1
Work in process	81.9			60.5
Raw materials	160.6			136.6
Long-term contracts in progress inventory	87.4			91.7
Total inventory before progress payments	383.2			352.9
Less – progress payments	(85.8		)	(48.7		)
Inventories, net	$	297.4		$	304.2

OTHER CURRENT AND NON-CURRENT ASSETS (Tables)

9 Months Ended

Sep. 30, 2013

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current and Non Current Assets



	September 30, 2013		December 31, 2012
Short-term investments	$	102.4	$	38.2
Asbestos-related current assets	84.5		82.6
Prepaid income taxes	62.0		66.7
Current deferred income taxes	58.9		19.9
Other	62.4		44.0
Other current assets	$	370.2	$	251.4
Other employee benefit-related assets	$	106.6	$	87.7
Capitalized software costs	15.2		13.4
Environmental-related assets	11.7		12.3
Equity method investments	8.3		8.6
Other	18.5		29.2
Other non-current assets	$	160.3	$	151.2

PLANT, PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2013

Property, Plant and Equipment [Abstract]

Plant, Property and Equipment, Net



	September 30, 2013			December 31, 2012
Land and improvements	$	26.8		$	18.0
Machinery and equipment	820.8			785.4
Buildings and improvements	206.6			184.6
Furniture, fixtures and office equipment	72.3			69.9
Construction work in progress	27.9			43.7
Other	8.6			9.0
Plant, property and equipment, gross	1,163.0			1,110.6
Less – accumulated depreciation	(777.8		)	(737.5		)
Plant, property and equipment, net	$	385.2		$	373.1

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in the Carrying Amount of Goodwill

Goodwill

The following table provides a rollforward of the carrying amount of goodwill for the nine months ended September 30, 2013 by segment.



	Industrial Process			Motion Technologies		Interconnect Solutions		Control Technologies		Total
Goodwill - December 31, 2012	$	345.5		$	47.8	$	73.0	$	185.1	$	651.4
Adjustments to purchase price allocations	(0.1		)	—		—		—		(0.1		)
Foreign currency	2.6			1.2		0.4		—		4.2
Goodwill - September 30, 2013	$	348.0		$	49.0	$	73.4	$	185.1	$	655.5

Other Intangible Assets

Other Intangible Assets, Net



	September 30, 2013							December 31, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Intangibles		Gross Carrying Amount		Accumulated Amortization			Net Intangibles
Customer relationships	$	84.8	$	(30.2	)	$	54.6	$	84.7	$	(25.1	)	$	59.6
Proprietary technology	30.0		(6.9		)	23.1		29.5		(4.9		)	24.6
Patents and other	16.4		(12.8		)	3.6		18.0		(6.3		)	11.7
Finite-lived intangible total	131.2		(49.9		)	81.3		132.2		(36.3		)	95.9
Indefinite-lived intangibles	27.7		—			27.7		27.4		—			27.4
Other Intangible Assets	$	158.9	$	(49.9	)	$	109.0	$	159.6	$	(36.3	)	$	123.3

Estimated Amortization Expense Related to Intangible Assets

Estimated amortization expense for the remaining three months of 2013, each of the four succeeding years and thereafter is as follows:



Remaining Remaining 2013	$	2.8
2014	10.6
2015	9.4
2016	9.2
2017	8.4
2018 and Thereafter	40.9
Total	$	81.3

ACCRUED AND OTHER CURRENT LIABILITIES AND OTHER NON-CURRENT LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2013

Payables and Accruals [Abstract]

Accrued Liabilities and Other Non-Current Liabilities



	September 30, 2013		December 31, 2012
Compensation and other employee-related benefits	$	166.7	$	147.7
Asbestos-related liabilities	84.5		92.4
Short-term loans and current maturities of long-term debt	67.8		16.8
Accrued income taxes and other tax-related liabilities	53.1		32.4
Customer-related liabilities	52.8		54.6
Environmental liabilities and other legal matters	33.4		38.6
Accrued warranty costs	28.6		28.6
Other accrued liabilities	30.0		47.2
Accrued and other current liabilities	$	516.9	$	458.3
Deferred income taxes and other tax-related accruals	$	142.3	$	135.1
Environmental liabilities	81.8		84.9
Compensation and other employee-related benefits	41.7		41.3
Other	28.2		31.0
Other non-current liabilities	$	294.0	$	292.3

DEBT DEBT (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Outstanding Debt



	September 30, 2013		December 31, 2012
Commercial Paper	$	66.0	$	—
Short-term loans	—		12.7
Current maturities of long-term debt	1.3		3.6
Current capital leases	0.5		0.5
Short-term loans and current maturities of long-term debt	67.8		16.8
Non-current maturities of long-term debt	7.9		8.5
Non-current capital leases	1.6		1.6
Long-term debt and capital leases	9.5		10.1
Total debt and capital leases	$	77.3	$	26.9

POSTRETIREMENT BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Net Periodic Benefit Cost of Pension Plans and Other Employee Related Benefit Plans



	2013									2012
Three Months Ended September 30	Pension			Other Benefits			Total			Pension			Other Benefits			Total
Net periodic benefit cost:
Service cost	$	1.7		$	0.7		$	2.4		$	1.5		$	0.5		$	2.0
Interest cost	3.7			2.1			5.8			3.9			2.2			6.1
Expected return on plan assets	(4.9		)	(0.2		)	(5.1		)	(4.7		)	(0.2		)	(4.9		)
Amortization of prior service cost (benefit)	0.2			(0.1		)	0.1			0.2			—			0.2
Amortization of net actuarial loss	2.2			1.1			3.3			1.6			1.1			2.6
Net periodic benefit cost	2.9			3.6			6.5			2.5			3.6			6.0
Loss from curtailment	0.7			—			0.7			—			—			—
Total net periodic benefit cost	$	3.6		$	3.6		$	7.2		$	2.5		$	3.6		$	6.0



	2013									2012
Nine Months Ended September 30	Pension			Other Benefits			Total			Pension			Other Benefits			Total
Net periodic benefit cost:
Service cost	$	5.1		$	2.2		$	7.3		$	4.3		$	1.6		$	5.9
Interest cost	11.0			6.2			17.2			11.6			6.7			18.3
Expected return on plan assets	(14.7		)	(0.5		)	(15.2		)	(13.6		)	(0.4		)	(14.0		)
Amortization of prior service cost (benefit)	0.6			(0.3		)	0.3			0.7			(0.1		)	0.6
Amortization of net actuarial loss	6.7			3.3			10.0			4.7			3.1			7.8
Net periodic benefit cost	$	8.7		$	10.9		$	19.6		$	7.7		$	10.9		$	18.6
Loss from curtailment	0.7			—			0.7			—			—			—
Total net periodic benefit cost	$	9.4		$	10.9		$	20.3		$	7.7		$	10.9		$	18.6

LONG-TERM INCENTIVE EMPLOYEE COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Long-Term Incentive Employee Compensation Costs

The following table provides the components of these costs for the three and nine months ended September 30, 2013 and 2012.



	Three Months				Nine Months
For the Periods Ended September 30	2013		2012		2013		2012
Equity-based awards	$	3.5	$	3.6	$	9.7	$	9.4
Liability-based awards	1.4		0.8		2.2		1.1
Total share-based compensation expense	$	4.9	$	4.4	$	11.9	$	10.5

Summary of Long-Term Incentive Plan Awards

On March 5, 2013, we granted the following LTIP awards as provided in the table below:



	# of Awards Granted	Grant Date Fair Value
NQOs	0.4	$	6.62
RSUs	0.3	$	26.76
TSR	0.1	$	33.45
ROIC	0.1	$	25.56

Weighted Average Assumptions

The following table details the weighted average assumptions used to measure fair value and the resulting grant date fair value for the March 5, 2013 NQO grants.



Dividend yield	1.5		%
Expected volatility	29.9		%
Expected life	6.4 years
Risk-free rates	1.1		%
Grant date fair value	$	6.62

COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Product Liability Contingencies [Table Text Block]



For the Nine Months Ended September 30 (in thousands)	2013		2012
Pending claims – Beginning	96		105
New claims	4		3
Settlements	(3	)	(1	)
Dismissals^(a)	(20	)	(11	)
Pending claims – Ending	77		96
Pending inactive claims^(a)	18		29
Pending active claims	59		67

(a)

Components of Asbestos Related Charges, Net

The tables below summarize the total net asbestos charges for the three and nine months ended September 30, 2013 and 2012.



	Three Months						Nine Months
	2013			2012			2013			2012
Continuing Operations:
Asbestos provision	$	15.1		$	15.7		$	47.0		$	38.0
Asbestos remeasurement, net	0.5			2.9			0.5			2.9
Settlement agreement	(31.0		)	(5.8		)	(31.0		)	(5.8		)
Net asbestos charge - Continuing Operations	(15.4		)	12.8			16.5			35.1
Discontinued Operations:
Asbestos provision	—			—			—			0.7
Settlement agreement	—			(5.6		)	—			(5.6		)
Net asbestos charge - Discontinued Operations	—			(5.6		)	—			(4.9		)
Total net asbestos charge	$	(15.4	)	$	7.2		$	16.5		$	30.2

Roll Forward of Asbestos Liability and Related Assets

Changes in Financial Position



	Liability			Asset			Net
Balance as of December 31, 2012	$	1,347.4		$	607.9		$	739.5
Asbestos provision	57.6			10.6			47.0
Asbestos remeasurement	(65.0		)	(65.5		)	0.5
Settlement agreement	—			31.0			(31.0		)
Net cash activity	(70.1		)	(50.9		)	(19.2		)
Balance as of September 30, 2013	$	1,269.9		$	533.1		$	736.8
Current portion	$	84.5		$	84.5
Noncurrent portion	$	1,185.4		$	448.6

Rollforward of Environmental Liability and Related Assets

The following table provides a rollforward of the estimated environmental liability and related assets for the nine months ended September 30, 2013.



	Liability			Asset			Net
Environmental liability - December 31, 2012	$	96.1		$	12.3		$	83.8
Change in estimates for pre-existing accruals:
Continuing operations	5.0			(0.1		)	5.1
Discontinued operations	1.4			—			1.4
Accruals added during the period for new matters	0.4			—			0.4
Net cash activity	(9.4		)	(0.5		)	(8.9		)
Environmental liability - September 30, 2013	$	93.5		$	11.7		$	81.8

The following table illustrates the reasonably possible range of estimated liability, and number of active sites for environmental matters, at September 30, 2013.



Low-end estimate	$	73.0
High end estimate	$	166.0
Number of active environmental investigation and remediation sites	63

Tabular disclosure of exposure to material amount of loss arising from allegations of damages pertaining to and arising from one or more of the entity's products.

Tabular disclosure of the loss contingencies that were reported in the period or disclosed as of the balance sheet date.

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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14615-108349

Schedule of Segment Reporting Information by Segment Revenue

SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]



	Revenue						Operating Income						Operating Margin
Three Months Ended September 30	2013			2012			2013			2012			2013		2012
Industrial Process	$	285.0		$	239.9		$	27.7		$	30.6		9.7	%	12.8	%
Motion Technologies	176.8			151.1			24.8			18.6			14.0	%	12.3	%
Interconnect Solutions	103.9			90.8			10.8			(0.9		)	10.4	%	(1.0	)%
Control Technologies	69.9			67.6			13.7			14.9			19.6	%	22.0	%
Total segment results	635.6			549.4			77.0			63.2			12.1	%	11.5	%
Asbestos-related benefit (costs), net	—			—			15.4			(12.8		)	—		—
Eliminations / Other corporate costs	(1.6		)	(1.9		)	(15.4		)	(13.7		)	—		—
Total Eliminations / Corporate and Other costs	(1.6		)	(1.9		)	—			(26.5		)	—		—
Total	$	634.0		$	547.5		$	77.0		$	36.7		12.1	%	6.7	%



	Revenue						Operating Income						Operating Margin
Nine Months Ended September 30	2013			2012			2013			2012			2013		2012
Industrial Process	$	810.5		$	699.2		$	78.3		$	80.1		9.7	%	11.5	%
Motion Technologies	541.4			486.4			81.1			66.1			15.0	%	13.6	%
Interconnect Solutions	295.0			283.6			16.2			6.5			5.5	%	2.3	%
Control Technologies	208.7			209.2			43.5			42.0			20.8	%	20.1	%
Total segment results	1,855.6			1,678.4			219.1			194.7			11.8	%	11.6	%
Asbestos-related costs, net	—			—			(16.5		)	(35.1		)	—		—
Eliminations / Other corporate costs	(4.2		)	(4.9		)	(47.0		)	(29.2		)	—		—
Total Eliminations / Corporate and Other costs	(4.2		)	(4.9		)	(63.5		)	(64.3		)	—		—
Total	$	1,851.4		$	1,673.5		$	155.6		$	130.4		8.4	%	7.8	%

Schedule of Segment Reporting Information by Segment Assets



	Total Assets				Capital Expenditures				Depreciation & Amortization
Nine Months Ended September 30	2013		2012(a)		2013		2012		2013		2012
Industrial Process	$	1,116.6	$	1,044.8	$	29.6	$	14.0	$	24.5	$	10.4
Motion Technologies	439.1		405.6		13.4		20.1		22.4		20.1
Interconnect Solutions	377.5		362.6		6.6		5.2		7.8		7.4
Control Technologies	347.8		347.0		2.7		2.9		7.4		7.0
Corporate and Other	1,514.3		1,226.1		5.9		1.5		4.4		5.1
Total	$	3,795.3	$	3,386.1	$	58.2	$	43.7	$	66.5	$	50.0


(a)	Amounts reflect balances as of December 31, 2012.

ACQUISITIONS - Additional Information (Detail) $ in Millions	Nov. 28, 2012 USD ($)
Business Acquisition [Line Items]
Acquisition date	Nov. 28, 2012
Bornemann [Member]
Business Acquisition [Line Items]
Purchase price of issued and outstanding stock, net of cash acquired	$ 192.5

DISCONTINUED OPERATIONS - Results of Discontinued Operations (Detail) - USD ($)
$ in Millions

3 Months Ended

9 Months Ended

Sep. 30, 2013

Sep. 30, 2012

Sep. 30, 2013

Sep. 30, 2012

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

$ 1.0

$ 1.7

$ 0.8

$ 1.7

Shape Cutting Businesses [Member]

$ (2.3)

12.3

$ 0.5

5.6

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Revenue

8.3

26.8

Transformation costs

0.0

Earnings (loss) before income taxes

0.2

0.7

0.0

0.4

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

0.2

0.3

Other [Member]

Revenue

^[1]

0.0

Transformation costs

^[1]

(0.4)

7.8

Earnings (loss) before income taxes

^[1]

10.4

3.2

^[1]

(1.7)

(2.1)

Discontinued Operations [Member]

^[1]

12.1

5.3

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Revenue

8.3

26.8

Transformation costs

(0.4)

7.8

Earnings (loss) before income taxes

10.6

3.9

(1.7)