Edgar Filing: ITT Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended March 31, 2018



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

For the transition period from to

Commission File Number: 001-05672

ITT INC.



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

1133 Westchester Avenue, White Plains, NY 10604

(Principal Executive Office)

Telephone Number: (914) 641-2000

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

Indicate by check mark whether the registrant has submitted electronically and posted on its web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

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



Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
Emerging growth company o	(Do not check if a smaller reporting company)

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

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

As of May 2, 2018, there were 87.4 million shares of common stock ($1 par value per share) of the registrant outstanding.

TABLE OF CONTENTS



ITEM		PAGE
PART I – FINANCIAL INFORMATION
1.	Financial Statements (unaudited)
	Consolidated Condensed Statements of Operations	1
	Consolidated Condensed Statements of Comprehensive Income	2
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Statements of Cash Flows	4
	Consolidated Condensed Statements of Changes in Shareholders' Equity	5
	Notes to Consolidated Condensed Financial Statements:
	Note 1. Description of Business, Basis of Presentation and Updates to Summary of Significant Accounting Policies	6
	Note 2. Recent Accounting Pronouncements	7
	Note 3. Segment Information	10
	Note 4. Revenue	11
	Note 5. Restructuring Actions	12
	Note 6. Income Taxes	12
	Note 7. Earnings Per Share Data	14
	Note 8. Receivables, Net	14
	Note 9. Inventories, Net	14
	Note 10. Other Current and Non-Current Assets	15
	Note 11. Plant, Property and Equipment, Net	15
	Note 12. Goodwill and Other Intangible Assets, Net	16
	Note 13. Accrued Liabilities and Other Non-Current Liabilities	16
	Note 14. Debt	17
	Note 15. Postretirement Benefit Plans	17
	Note 16. Long-Term Incentive Employee Compensation	18
	Note 17. Capital Stock	18
	Note 18. Commitments and Contingencies	19
	Note 19. Acquisitions	21

2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Overview	22
	Discussion of Financial Results	22
	Liquidity	27
	Key Performance Indicators and Non-GAAP Measures	30
	Recent Accounting Pronouncements	33
	Critical Accounting Estimates	33
3.	Quantitative and Qualitative Disclosures about Market Risk	34
4.	Controls and Procedures	34
PART II – OTHER INFORMATION
1.	Legal Proceedings	35
1A.	Risk Factors	36
2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
3.	Defaults Upon Senior Securities	36
4.	Mine Safety Disclosures	36
5.	Other Information	37
6.	Exhibits	37
	Signature	38

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

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

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

Where in any forward-looking statement we express an expectation or belief as to future results or events, such expectation or belief is based on current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, there can be no assurance that the expectation or belief will occur or that anticipated results will be achieved or accomplished. More information on factors that could cause actual results or events to differ materially from those anticipated is included in our reports filed with the U.S. Securities and Exchange Commission (the SEC), including our Annual Report on Form 10-K for the year ended December 31, 2017 (particularly under the caption “Risk Factors”), our Quarterly Reports on Form 10-Q (including Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q) and in other documents we file from time to time with the SEC.

The forward-looking statements included in this Quarterly Report on Form 10-Q (this Report) speak only as of the date of this Report. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect, read and copy these reports, proxy statements and other information at the SEC’s Public Reference Room, which is located at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information regarding the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov where you may access our reports, proxy statements and other information that we file with, or furnish to, the SEC.

We make available free of charge at www.itt.com (in the “Investors” section) copies of materials we file with, or furnish to, the SEC. We also use the Investor Relations page of our website at www.itt.com (in the “Investors” section) to disclose important information to the public.

Information contained on our website, or that can be accessed through our website, does not constitute a part of this Report. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. Our corporate headquarters is located at 1133 Westchester Avenue, White Plains, NY 10604 and the telephone number of this location is (914) 641-2000.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



For the Three Months Ended March 31	2018			2017
Revenue	$	689.3		$	625.8
Costs of revenue	465.1			422.7
Gross profit	224.2			203.1
General and administrative expenses	65.1			65.7
Sales and marketing expenses	43.5			43.1
Research and development expenses	24.7			22.4
Asbestos-related (benefit) costs, net	(19.7		)	14.9
Operating income	110.6			57.0
Interest and non-operating expenses, net	1.8			2.2
Income from continuing operations before income tax expense	108.8			54.8
Income tax expense	7.6			9.1
Income from continuing operations	101.2			45.7
Income (loss) from discontinued operations, including tax (expense) benefit of $(0.1) and $0.1, respectively	0.1			(0.1		)
Net income	101.3			45.6
Less: Income (loss) attributable to noncontrolling interests	0.1			(0.4		)
Net income attributable to ITT Inc.	$	101.2		$	46.0
Amounts attributable to ITT Inc.:
Income from continuing operations, net of tax	$	101.1		$	46.1
Income (loss) from discontinued operations, net of tax	0.1			(0.1		)
Net income attributable to ITT Inc.	$	101.2		$	46.0
Earnings per share attributable to ITT Inc.:
Basic:
Continuing operations	$	1.15		$	0.52
Discontinued operations	—			—
Net income	$	1.15		$	0.52
Diluted:
Continuing operations	$	1.14		$	0.52
Discontinued operations	—			—
Net income	$	1.14		$	0.52
Weighted average common shares – basic	88.0			88.5
Weighted average common shares – diluted	89.0			89.2
Cash dividends declared per common share	$	0.134		$	0.128

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of the above statements of operations.

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(IN MILLIONS)



For the Three Months Ended March 31	2018			2017
Net income	$	101.3		$	45.6
Other comprehensive income:
Net foreign currency translation adjustment	26.5			19.2
Net change in postretirement benefit plans, net of tax impacts of $0.4 and $0.5, respectively	1.1			1.1
Other comprehensive income	27.6			20.3
Comprehensive income	128.9			65.9
Less: Comprehensive income (loss) attributable to noncontrolling interests	0.1			(0.4		)
Comprehensive income attributable to ITT Inc.	$	128.8		$	66.3
Disclosure of reclassification adjustments to postretirement benefit plans
Reclassification adjustments (see Note 15):
Amortization of prior service benefit, net of tax expense of $(0.2) and $(0.5), respectively	$	(0.9	)	$	(0.7	)
Amortization of net actuarial loss, net of tax benefits of $0.6 and $1.0, respectively	2.0			1.8
Net change in postretirement benefit plans, net of tax	$	1.1		$	1.1

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of the above statements of comprehensive income.

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)



	March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	438.7		$	389.8
Receivables, net	581.4			629.6
Inventories, net	404.9			311.9
Other current assets	173.0			147.4
Total current assets	1,598.0			1,478.7
Plant, property and equipment, net	526.6			521.7
Goodwill	895.7			886.8
Other intangible assets, net	151.8			156.2
Asbestos-related assets	329.6			304.0
Deferred income taxes	167.0			149.9
Other non-current assets	202.8			202.9
Total non-current assets	2,273.5			2,221.5
Total assets	$	3,871.5		$	3,700.2
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term loans and current maturities of long-term debt	$	247.9		$	163.6
Accounts payable	367.0			351.4
Accrued liabilities	394.2			384.4
Total current liabilities	1,009.1			899.4
Asbestos-related liabilities	792.9			800.1
Postretirement benefits	227.6			227.3
Other non-current liabilities	181.4			175.6
Total non-current liabilities	1,201.9			1,203.0
Total liabilities	2,211.0			2,102.4
Shareholders’ equity:
Common stock:
Authorized – 250.0 shares, $1 par value per share
Issued and outstanding – 87.4 shares and 88.2 shares, respectively	87.4			88.2
Retained earnings	1,891.8			1,856.1
Total accumulated other comprehensive loss	(320.6		)	(348.2		)
Total ITT Inc. shareholders’ equity	1,658.6			1,596.1
Noncontrolling interests	1.9			1.7
Total shareholders’ equity	1,660.5			1,597.8
Total liabilities and shareholders’ equity	$	3,871.5		$	3,700.2

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of the above balance sheets.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN MILLIONS)



For the Three Months Ended March 31	2018			2017
Operating Activities
Net income	$	101.3		$	45.6
Less: Income (loss) from discontinued operations	0.1			(0.1		)
Less: Income (loss) attributable to noncontrolling interests	0.1			(0.4		)
Income from continuing operations attributable to ITT Inc.	101.1			46.1
Adjustments to income from continuing operations:
Depreciation and amortization	27.6			24.8
Equity-based compensation	4.5			3.7
Asbestos-related (benefit) costs, net	(19.7		)	14.9
Asbestos-related payments, net	(12.8		)	(13.0		)
Changes in assets and liabilities:
Change in receivables	(13.3		)	(34.7		)
Change in inventories	(20.7		)	(1.6		)
Change in accounts payable	10.4			2.5
Change in accrued expenses	(31.2		)	(3.5		)
Change in accrued and deferred income taxes	0.1			(4.6		)
Other, net	(3.6		)	(7.7		)
Net Cash – Operating activities	42.4			26.9
Investing Activities
Capital expenditures	(28.7		)	(36.7		)
Acquisitions, net of cash acquired	—			(113.7		)
Other, net	0.5			0.3
Net Cash – Investing activities	(28.2		)	(150.1		)
Financing Activities
Commercial paper, net repayments	(162.4		)	(1.5		)
Short-term revolving loans, borrowings	246.5			—
Long-term debt, issued	—			2.1
Long-term debt, repayments	(1.5		)	(0.3		)
Repurchase of common stock	(55.3		)	(2.3		)
Proceeds from issuance of common stock	0.6			5.9
Dividends paid	(0.2		)	(0.2		)
Net Cash – Financing activities	27.7			3.7
Exchange rate effects on cash and cash equivalents	8.2			7.9
Net Cash – Operating activities of discontinued operations	(1.2		)	(0.8		)
Net change in cash and cash equivalents	48.9			(112.4		)
Cash and cash equivalents – beginning of year (includes restricted cash of $1.2 and $1.2, respectively)	391.0			461.9
Cash and cash equivalents – end of period (includes restricted cash of $1.2 and $1.0, respectively)	$	439.9		$	349.5
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	1.0		$	1.0
Income taxes, net of refunds received	$	7.0		$	13.2

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of the above statements of cash flows.

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

(IN MILLIONS)



For the Three Months Ended March 31	2018			2017
Common Stock
Common stock, beginning balance	$	88.2		$	88.4
Activity from stock incentive plans	0.3			0.4
Share repurchases	(1.1		)	(0.1		)
Common stock, ending balance	87.4			88.7
Retained Earnings
Retained earnings, beginning balance	1,856.1			1,789.2
Cumulative adjustment for accounting change (See Note 2)	(4.1		)	0.5
Net income attributable to ITT Inc.	101.2			46.0
Dividends declared	(11.9		)	(11.4		)
Activity from stock incentive plans	4.7			10.5
Share repurchases	(54.2		)	(2.2		)
Retained earnings, ending balance	1,891.8			1,832.6
Accumulated Other Comprehensive Loss
Postretirement benefit plans, beginning balance	(137.6		)	(145.2		)
Net change in postretirement benefit plans	1.1			1.1
Postretirement benefit plans, ending balance	(136.5		)	(144.1		)
Cumulative translation adjustment, beginning balance	(210.6		)	(306.0		)
Net cumulative translation adjustment	26.5			19.2
Cumulative translation adjustment, ending balance	(184.1		)	(286.8		)
Total accumulated other comprehensive loss	(320.6		)	(430.9		)
Noncontrolling interests
Noncontrolling interests, beginning balance	1.7			2.0
Income (loss) attributable to noncontrolling interests	0.1			(0.4		)
Other	0.1			—
Noncontrolling interests, ending balance	1.9			1.6
Total Shareholders’ Equity
Total shareholders’ equity, beginning balance	1,597.8			1,428.4
Net change in common stock	(0.8		)	0.3
Net change in retained earnings	35.7			43.4
Net change in accumulated other comprehensive loss	27.6			20.3
Net change in noncontrolling interests	0.2			(0.4		)
Total shareholders’ equity, ending balance	$	1,660.5		$	1,492.0

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of the above statements of changes in shareholders’ equity.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

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

NOTE 1

DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION AND UPDATES TO SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

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

Basis of Presentation

The unaudited consolidated condensed financial statements have been prepared pursuant to the rules and regulations of the SEC and, in the opinion of management, reflect all 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 Annual Report on Form 10-K for the year ended December 31, 2017 (2017 Annual Report) in preparing these unaudited financial statements, other than those described below. These financial statements should be read in conjunction with the financial statements and notes thereto included in our 2017 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, allowance for doubtful accounts and inventory valuation. Actual results could differ from these estimates.

ITT’s quarterly financial periods end on the Saturday that is generally 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.

Certain prior year amounts have been reclassified or restated to conform to the current year presentation. For further information, refer to Note 2, Recent Accounting Pronouncements.

Update to Summary of Significant Accounting Policies

Revenue Recognition

Revenue is derived from the sale of products and services to customers. We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

For product sales, we consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience, we recognize revenue over time. All other product sales are recognized at a point in time.

For contracts recognized over time, we use the cost-to-total cost method or the units of delivery method, depending on the nature of the contract, including length of production time.

For contracts recognized at a point in time, we recognize revenue when control passes to the customer, which is generally based on shipping terms when title and risk and rewards pass to the customer. However, we also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, we consider whether we have previously demonstrated that the product meets the specified criteria based on either seller or customer-specified objective criteria in assessing whether control has passed to the customer.

For service contracts, we recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period.

The transaction price in our contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends and current factors including market conditions and status of negotiations.

When there is more than one performance obligation, the transaction price is allocated to the performance obligations based on the relative estimated standalone selling prices. If not sold separately, estimated standalone selling prices are determined considering various factors including market and pricing trends, geography, product customization and profit objectives. Revenue is recognized when the appropriate revenue recognition criteria for the individual performance obligations have been satisfied.

Revenue is reported net of any required taxes collected from customers and remitted to government authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority.

Shipping and handling activities are accounted for as activities to fulfill a promise to transfer a product to a customer. As such, shipping and handling activities are not evaluated as a separate performance qualification.

For most contracts, payment is due from the customer within 30 to 90 days after the product is delivered or the service has been performed. For design and build contracts, we generally collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized.

Design and engineering costs for highly complex products to be sold under a long-term production-type contract are capitalized and amortized throughout the life of the related contract or anticipated contract. Other design and development costs are capitalized only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are capitalized and amortized over the life of the related contract.

NOTE 2

RECENT ACCOUNTING PRONOUNCEMENTS

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

Accounting Pronouncements Recently Adopted

In May 2014, the FASB issued ASU 2014-09 amending the existing accounting standards for revenue recognition. The new standard was effective for ITT as of January 1, 2018. Most revenue streams are recorded consistently under both the new standard and the previous standard. However, the timing of revenue recognition of certain design and build contracts in our Industrial Process segment, recognized using the percentage of completion method under the previous standard, is now dependent on certain terms within the contract and therefore will vary based on the new guidance. ITT adopted this guidance using a modified retrospective approach. As of the date of adoption, we have recognized approximately $49 of revenue and $5 of operating income on open contracts in our Industrial Process segment using the percentage of completion method that under the new guidance are recognized at a point in time, resulting in a cumulative adjustment to the opening balance in retained earnings of $4, net of tax. The comparative information has not been restated and continues to be reported under the accounting guidance in effect in those periods. Additionally, the new guidance resulted in a change in balance sheet presentation. Certain progress payments, previously presented as a reduction of inventory, are now presented

within accrued liabilities. Unbilled receivables, previously presented within receivables, net, are now presented within other current or non-current assets.

The cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet related to the adoption of ASU 2014-09 is as follows:



	Balance as of December 31, 2017			Cumulative Effect of Adjustments				Balance as of January 1, 2018
Assets:
Receivables, net		$	629.6		$	(71.9	)		$	557.7
Inventories, net		311.9			66.3				378.2
Other current assets		147.4			43.2				190.6
Deferred income taxes		149.9			1.0				150.9
Liabilities:
Accrued liabilities		384.4			43.7				428.1
Other non-current liabilities		175.6			(1.0		)		174.6
Equity:
Retained earnings		1,856.1			(4.1		)		1,852.0

The impacts to our Consolidated Statements of Operation and Consolidated Balance Sheet had we not adopted ASU 2014-09 are as follows for the three months ended March 31, 2018:



	As Reported		Amounts under previous standard			Effect of Change
Statement of Operations
Revenue	$	689.3		$	695.1	$	5.8
Costs of revenue	465.1			470.8		5.7
Net income	101.3			101.4		0.1

Balance Sheets
Assets:
Receivables, net	581.4			635.3		53.9
Inventories, net	404.9			338.4		(66.5		)
Other current assets	173.0			147.2		(25.8		)
Deferred income taxes	167.0			166.0		(1.0		)
Liabilities:
Accrued liabilities	394.2			349.5		(44.7		)
Other non-current liabilities	181.4			182.4		1.0
Equity:
Retained earnings	1,891.8			1,896.0		4.2

In March 2017, the FASB issued ASU 2017-07 which amends the Statement of Operations presentation for the components of net periodic benefit cost for entities that sponsor defined benefit pension and other postretirement plans. Under the ASU, entities are required to disaggregate the service cost component and present it with other current compensation costs for the related employees. All other components of net periodic benefit cost are no longer classified as an operating expense. In addition, only the service cost component will be eligible for capitalization on the balance sheet. The ASU requires a retrospective transition method to adopt the requirement to present service costs separately from the other components of net periodic benefit cost in the statements of operations, and a prospective transition method to adopt the requirement that prohibits capitalization of all components of net periodic benefit cost on the balance sheet except service costs. ITT adopted the ASU beginning in first quarter of 2018. Service costs eligible for capitalization on the balance sheet in 2018 are considered immaterial. As a result of the adoption, our Consolidated Statement of Operations for the three months ended March 31, 2017 was restated as follows:



For the three months ended March 31, 2017	Previously Reported			Effect of Change				Restated
Costs of revenue		$	423.5		$	(0.8	)		$	422.7
General and administrative expenses		66.2			(0.5		)		65.7
Research and development expenses		22.5			(0.1		)		22.4
Operating income		55.6			1.4				57.0
Interest and non-operating expenses, net		0.8			1.4				2.2

In November 2016, the FASB issued ASU 2016-18 which requires restricted cash to be included with cash and cash equivalents when reconciling the beginning and ending amounts on the of the Statement of Cash Flows. In addition, when cash and restricted cash are presented on separate lines on the Balance Sheet, an entity is required to reconcile the total cash, cash equivalents and restricted cash in the Statement of Cash Flows to the related line items in the Balance Sheet. The ASU requires a retrospective transition method and ITT adopted the ASU beginning in the first quarter of 2018.

In March 2016, the FASB issued ASU 2016-09 to simplify several aspects of the accounting standard for employee share-based payment transactions, including the classification of excess tax benefits and deficiencies and the accounting for employee forfeitures. ITT elected to adopt this guidance as of January 1, 2017 resulting in a cumulative-effect adjustment of $1.0 to increase retained earnings. The increase to retained earnings was driven by previously unrecognized tax benefits due to net operating loss carryforwards of $2.1, offset by a reduction in retained earnings of $1.1, net of tax, due to a change in our accounting policy for the forfeiture of share-based compensation arrangements. For further information on our adoption of the new standard, refer to our 2017 Annual Report.

Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02 impacting the accounting for leases intending to increase transparency and comparability of organizations by requiring balance sheet presentation of leased assets and increased financial statement disclosure of leasing arrangements. The revised standard will require entities to recognize a liability for their lease obligations and a corresponding asset representing the right to use the underlying asset over the lease term. Lease obligations are to be measured at the present value of lease payments and accounted for using the effective interest method. The accounting for the leased asset will differ slightly depending on whether the agreement is deemed to be a financing or operating lease. For financing leases, the leased asset is depreciated on a straight-line basis and recorded separately from the interest expense in the statements of operations, resulting in higher expense in the earlier part of the lease term. For operating leases, the depreciation and interest expense components are combined, recognized evenly over the term of the lease, and presented as a reduction to operating income. The ASU requires that assets and liabilities be presented or disclosed separately and classified appropriately as current and noncurrent. The ASU further requires additional disclosure of certain qualitative and quantitative information related to lease agreements. The ASU is effective for the Company beginning in the first quarter 2019, at which time we expect to adopt the new standard. We are currently assessing our existing lease agreements and related financial disclosures to evaluate the impact of these amendments on our financial statements.

NOTE 3

SEGMENT INFORMATION

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

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

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

Connect & Control Technologies manufactures harsh-environment connector solutions and critical energy absorption and flow control components for the aerospace and defense, general industrial, medical, and oil and gas 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, deferred taxes, and certain property, plant and equipment.



	Revenue						Operating Income^(a)						Operating Margin
For the Three Months Ended March 31	2018			2017			2018			2017			2018		2017
Industrial Process	$	189.8		$	186.1		$	16.9		$	8.1		8.9	%	4.4	%
Motion Technologies	342.2			287.3			61.9			55.0			18.1	%	19.1	%
Connect & Control Technologies	157.9			153.3			23.0			16.7			14.6	%	10.9	%
Total segment results	689.9			626.7			101.8			79.8			14.8	%	12.8	%
Asbestos-related benefit (costs), net	—			—			19.7			(14.9		)	—		—
Eliminations / Other corporate costs	(0.6		)	(0.9		)	(10.9		)	(7.9		)	—		—
Total Eliminations / Corporate and Other costs	(0.6		)	(0.9		)	8.8			(22.8		)	—		—
Total	$	689.3		$	625.8		$	110.6		$	57.0		16.0	%	9.1	%


(a)	Operating income and operating margin for the three months ended March 31, 2017 has been restated to reflect the adoption of ASU 2017-07. Refer to Note 2, Recent Accounting Pronouncements for further information.



	Total Assets				Capital Expenditures				Depreciation & Amortization
For the Three Months Ended March 31	2018		2017^(b)		2018		2017		2018		2017
Industrial Process	$	1,056.0	$	1,025.7	$	1.0	$	9.9	$	6.9	$	6.8
Motion Technologies	1,218.9		1,140.4		25.0		22.3		14.3		10.7
Connect & Control Technologies	708.9		694.8		2.7		4.4		5.3		5.6
Corporate and Other	887.7		839.3		—		0.1		1.1		1.7
Total	$	3,871.5	$	3,700.2	$	28.7	$	36.7	$	27.6	$	24.8


(b)	Amounts reflect balances as of December 31, 2017.

NOTE 4

REVENUE

The following table represents our revenue disaggregated by product category for the three months ended March 31, 2018.



For the Three Months Ended March 31, 2018	Industrial Process			Motion Technologies			Connect & Control Technologies			Eliminations				Total
Industrial pumps		$	141.5		$	—		$	—		$	—			$	141.5
Oil & gas pumps and components		48.3			—			9.0			—				57.3
Vehicle components		—			299.6			—			—				299.6
Aerospace & defense components		—			1.8			87.6			—				89.4
Rail components		—			39.0			—			—				39.0
Industrial components and other		—			1.8			61.3			(0.6		)		62.5
Total		$	189.8		$	342.2		$	157.9		$	(0.6	)		$	689.3

Revenue recognized related to our Industrial Process segment primarily consists of pumps, valves and plant optimization systems and services which serve the general industrial, oil and gas, chemical and petrochemical, pharmaceutical, mining, pulp and paper, food and beverage, and power generation markets. Many of Industrial Process’s products are highly engineered and customized to our customer needs and therefore do not have an alternative use. For these longer term design and build projects, if the contracts states that we also have an enforceable right to payment, we recognize revenue over time using the cost-to-total-cost method as we satisfy the performance obligations identified in the contract. If no right to payment exists, revenue is recognized at a point in time, generally based on shipping terms. A majority of our design and build project contracts currently do not have a right to payment. For other pumps that do have an alternative use to us, revenue is recognized at a point in time. Revenue on service and repair contracts, representing approximately 3% of consolidated ITT revenue, is recognized after services have been agreed to by the customer and rendered or over the service period.

Our Motion Technologies segment manufactures brake pads, shims, shock absorbers, and damping and sealing technologies primarily for the transportation industry. Our Connect & Control Technologies segment manufactures a range of highly engineered connectors and specialized control components for critical applications. In both of these segments, most products have an alternative use. Therefore, revenue is recognized at a point in time when control passes to the customer. In certain circumstances, we have concluded we do not have an alternative use for the component product. In these cases, due to the short-term nature of the production process we use a units-of-delivery method of revenue recognition which faithfully depicts the transfer of control to the customer.

Contract Assets and Liabilities

Contract assets consist of unbilled amounts under long term-term contracts where revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized. The following table represents our net contract assets and liabilities as of March 31, 2018.



	March 31, 2018				January 1, 2018				Change
Current contract assets		$	25.8			$	43.2			(40.3	)%
Noncurrent contract assets		0.7				—				100.0	%
Current contract liabilities		(57.5		)		(61.7		)		(6.8	)%
Net contract liabilities		$	(31.0	)		$	(18.5	)		67.6	%

During the first quarter of 2018, the increase in our net contract liability of $12.5, or 67.6%, was primarily due to higher customer billings. In the first quarter of 2018, we recognized revenue of $30.9 related to contract liabilities at January 1, 2018.

For contracts greater than one year, the aggregate amount of the transaction price allocated to unsatisfied or partially satisfied performance obligations as of March 31, 2018 was $39.6. Of this amount, we expect to recognize approximately $20 to $25 of revenue during 2018, and the remainder in 2019.

As of March 31, 2018, deferred contract costs were $7.3, primarily related to pre-contract costs. During the three months ended March 31, 2018, we amortized $0.2 of deferred contract costs.

NOTE 5

RESTRUCTURING ACTIONS

The table below summarizes the restructuring costs presented within general and administrative expenses in our Consolidated Condensed Statements of Operations for the three months ended March 31, 2018 and 2017. We have initiated various restructuring activities throughout our businesses during the past two years, however there were no restructuring activities considered to be individually significant.



For the Three Months Ended March 31	2018		2017
Severance costs	$	0.6	$	1.1
Other restructuring costs	0.3		1.5
Total restructuring costs	$	0.9	$	2.6
By segment:
Industrial Process	$	0.1	$	1.3
Motion Technologies	0.4		0.2
Connect & Control Technologies	0.4		0.5
Corporate and Other	—		0.6

The following table displays a rollforward of the restructuring accruals, presented on our Consolidated Condensed Balance Sheet within accrued liabilities, for the three months ended March 31, 2018 and 2017.



For the Three Months Ended March 31	2018			2017
Restructuring accruals - beginning balance	$	8.9		$	14.6
Restructuring costs	0.9			2.6
Cash payments	(2.4		)	(5.4		)
Foreign exchange translation and other	1.2			1.0
Restructuring accrual - ending balance	$	8.6		$	12.8
By accrual type:
Severance accrual	$	7.7		$	11.2
Facility carrying and other costs accrual	0.9			1.6

NOTE 6

INCOME TAXES

For the three months ended March 31, 2018 and 2017, the Company recognized income tax expense of $7.6 and $9.1 and had an effective tax rate of 7.0% and 16.6%, respectively. The lower effective tax rate in 2018 is primarily due to tax benefits of $21.6 from the reversal of a valuation allowance on German deferred tax assets and $4.5 from a reduction to the provisional one-time tax charge associated with the 2017 U.S. tax reform.

Our effective tax rate in 2018 includes the impact of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) that was approved by Congress on December 20, 2017 and signed into law by the U.S. President on December 22, 2017. The Tax Act significantly changes the U.S. corporate income tax rules most of which are effective January 1, 2018. On December 22, 2017 the SEC issued guidance under Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Act and therefore records provisional amounts under the Tax Act. The ultimate impact of the Tax Act may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions a company has made, additional regulatory guidance that may be issued, and actions a company may take as a result of the Tax Act.

Quantifying the impact of the Tax Act is subject to guidance and regulations to be issued by the U.S. Treasury and possible changes to state tax laws. The Company is currently unable to compute with certainty the impact of the Tax Act on its financial statements. The Company has performed provisional computations of the impact of the Tax Act and has recorded the provisional amounts in its 2017 financial statements. The Company has updated some of these provisional computations to account for further guidance from the United States Treasury

Department. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date.

The Tax Act imposed a one-time tax on accumulated earnings of foreign subsidiaries as of December 31, 2017. In its 2017 financial statements, the Company recognized the provisional tax impacts resulting from the Tax Act. The Company has updated the provisional one-time tax amount to $53.5 as compared to $58.0 reported in December 31, 2017 financial statements.

The Company intends to distribute most earnings of its foreign subsidiaries to the U.S. in future years, and therefore is no longer asserting permanent reinvestment of these earnings outside the U.S. Further, the Company will provide for any U.S. state and foreign taxes on distributions of future earnings of its foreign subsidiaries as these earnings will not be considered permanently reinvested in the foreign countries.

The Company has performed provisional computations and has not provided deferred taxes on its remaining excess of financial reporting over tax bases of investments in its foreign subsidiaries that it intends to permanently reinvest outside the U.S. The Company anticipates that accumulated foreign earnings of $1.2 billion and future earnings of its foreign subsidiaries that are considered not permanently reinvested will be sufficient to meet its U.S. cash needs. In the event additional foreign funds are needed to support U.S. operations, and if U.S. tax has not already been previously provided, we would be required to accrue and pay additional U.S. and foreign taxes.

The Tax Act limits the deductibility of compensation for certain senior officers. The Company has determined that certain deferred tax assets associated with officer compensation may not be deductible. The Company has therefore written off a provisional amount of $2.8 of deferred tax assets relating to such compensation.

The Tax Act adopts a new rule “Global Intangible Low Taxed Income” (GILTI) that requires certain income of controlled foreign corporations to be subject to U.S. taxation. We are allowed under ASC 740 to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred or (2) factoring such amounts into the Company’s measurement of its deferred taxes. Because of the complexity of these rules, and anticipated guidance from U.S. Treasury we will continue to evaluate the impact on the Company’s financial statements. Therefore, we have not recorded any deferred taxes related to GILTI and have not made a policy decision regarding whether to record deferred taxes on GILTI.

The Company operates in various tax jurisdictions and is subject to examination by tax authorities in these jurisdictions. The Company is currently under examination in several jurisdictions including Canada, Germany, Hong Kong, Italy, Mexico, the U.S. and Venezuela. The estimated tax liability calculation for unrecognized tax benefits considers uncertainties in the application of complex tax laws and regulations in various tax jurisdictions. Due to the complexity of some uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit. Over the next 12 months, the net amount of the tax liability for unrecognized tax benefits in foreign and domestic jurisdictions could change by approximately $16 due to changes in audit status, expiration of statutes of limitations and other events. In addition, the settlement of any future examinations relating to the 2011 and prior tax years could result in changes in amounts attributable to the Company under its Tax Matters Agreement with Exelis Inc. and Xylem Inc. relating to the Company’s 2011 spin-off of those businesses.

NOTE 7

EARNINGS PER SHARE DATA

The following table provides a reconciliation of the data used in the calculation of basic and diluted earnings per share from continuing operations attributable to ITT for the three months ended March 31, 2018 and 2017.



For the Three Months Ended March 31	2018	2017
Basic weighted average common shares outstanding	88.0	88.5
Add: Dilutive impact of outstanding equity awards	1.0	0.7
Diluted weighted average common shares outstanding	89.0	89.2

There were no anti-dilutive shares underlying stock options excluded from the computation of diluted earnings per share for the three months ended March 31, 2018. During the three months ended March 31, 2017 there were 0.4 anti-dilutive shares underlying stock options excluded from the computation of diluted earnings per share with a weighted average exercise price per share of $42.40. Anti-dilutive shares underlying stock options for the three months ended March 31, 2017 will expire between 2024 and 2025.

In addition, 0.2 of outstanding Performance stock units (PSU) awards were excluded from the computation of diluted earnings per share for the three months ended March 31, 2018 and 2017, as the necessary performance conditions had not yet been satisfied.

NOTE 8

RECEIVABLES, NET



	March 31, 2018				December 31, 2017
Trade accounts receivable		$	572.0			$	601.4
Notes receivable		4.4				3.9
Other		21.8				40.4
Receivables, gross		598.2				645.7
Less: Allowance for doubtful accounts		(16.8		)		(16.1		)
Receivables, net		$	581.4			$	629.6

NOTE 9

INVENTORIES, NET



	March 31, 2018			December 31, 2017
Finished goods		$	62.7		$	55.9
Work in process		88.9			54.8
Raw materials		212.4			184.4
Inventoried costs related to long-term contracts		40.9			38.1
Total inventory before progress payments		404.9			333.2
Less: Progress payments (see Note 2)		—			(21.3		)
Inventories, net		$	404.9		$	311.9

NOTE 10

OTHER CURRENT AND NON-CURRENT ASSETS



	March 31, 2018			December 31, 2017
Asbestos-related assets		$	64.7		$	64.7
Advance payments and other prepaid expenses		56.7			50.9
Short-term contract asset (see Note 2)		25.8			—
Prepaid income taxes		24.4			30.3
Other		1.4			1.5
Other current assets		$	173.0		$	147.4
Other employee benefit-related assets		$	112.3		$	111.3
Capitalized software costs		39.4			41.9
Environmental-related assets		24.5			24.5
Equity method investments		7.4			6.7
Other		19.2			18.5
Other non-current assets		$	202.8		$	202.9

NOTE 11

PLANT, PROPERTY AND EQUIPMENT, NET



	March 31, 2018				December 31, 2017
Land and improvements		$	29.2			$	28.7
Machinery and equipment		1,062.3				1,039.9
Buildings and improvements		266.6				262.5
Furniture, fixtures and office equipment		75.1				74.5
Construction work in progress		66.1				58.4
Other		11.1				10.9
Plant, property and equipment, gross		1,510.4				1,474.9
Less: Accumulated depreciation		(983.8		)		(953.2		)
Plant, property and equipment, net		$	526.6			$	521.7

Depreciation expense of $20.7 and $18.3 was recognized in the three months ended March 31, 2018 and 2017, respectively.

During 2017, the Company entered into an agreement to sell excess property for a cash purchase price of approximately $41. The purchaser’s due diligence period has ended, however there are remaining conditions to closing which are anticipated to be finalized within three months from the date of this filing. At closing, the Company will receive the cash proceeds and is expected to record a gain of approximately $38 to $40.

NOTE 12

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The following table provides a rollforward of the carrying amount of goodwill for the three months ended March 31, 2018 by segment.



	Industrial Process			Motion Technologies			Connect & Control Technologies			Total
Goodwill - December 31, 2017		$	324.5		$	295.6		$	266.7	$	886.8
Adjustments to purchase price allocations		—			3.3			—		3.3
Foreign exchange translation		3.1			1.9			0.6		5.6
Goodwill - March 31, 2018		$	327.6		$	300.8		$	267.3	$	895.7

Goodwill adjustments to purchase price allocations are related to our acquisition of Axtone Railway Components (Axtone) in the first quarter of 2017. The acquired goodwill, representing the excess of the purchase price over the net assets acquired, has been adjusted to reflect the final fair value of the net assets acquired. Refer to Note 19, Acquisitions, for additional information.

Other Intangible Assets, Net

Information regarding our other intangible assets is as follows:



	March 31, 2018										December 31, 2017
	Gross Carrying Amount			Accumulated Amortization				Net Intangibles			Gross Carrying Amount			Accumulated Amortization				Net Intangibles
Customer relationships		$	166.6		$	(77.8	)		$	88.8		$	166.2		$	(74.4	)		$	91.8
Proprietary technology		54.8			(23.2		)		31.6			54.4			(21.8		)		32.6
Patents and other		13.0			(9.3		)		3.7			13.5			(9.2		)		4.3
Finite-lived intangible total		234.4			(110.3		)		124.1			234.1			(105.4		)		128.7
Indefinite-lived intangibles		27.7			—				27.7			27.5			—				27.5
Other intangible assets		$	262.1		$	(110.3	)		$	151.8		$	261.6		$	(105.4	)		$	156.2

Amortization expense related to finite-lived intangible assets was $4.6 for both the three months ended March 31, 2018 and 2017, respectively.

NOTE 13

ACCRUED LIABILITIES AND OTHER NON-CURRENT LIABILITIES



	March 31, 2018			December 31, 2017
Compensation and other employee-related benefits		$	120.0		$	147.2
Contract liabilities and other customer-related liabilities (see Note 2)		82.0			45.5
Asbestos-related liabilities		77.4			77.1
Accrued income taxes and other tax-related liabilities		34.8			36.1
Environmental liabilities and other legal matters		23.1			22.8
Accrued warranty costs		17.4			17.0
Other accrued liabilities		39.5			38.7
Accrued liabilities		$	394.2		$	384.4
Environmental liabilities		$	58.4		$	63.6
Compensation and other employee-related benefits		35.7			36.4
Deferred income taxes and other tax-related accruals		35.7			19.3
Other		51.6			56.3
Other non-current liabilities		$	181.4		$	175.6

NOTE 14

DEBT



	March 31, 2018			December 31, 2017
Commercial paper		$	—		$	162.4
Short-term loans		246.5			—
Current maturities of long-term debt and capital leases		1.4			1.2
Short-term loans and current maturities of long-term debt		247.9			163.6
Long-term debt and capital leases		8.0			8.3
Total debt and capital leases		$	255.9		$	171.9

Commercial Paper

As of March 31, 2018, there was no Commercial paper outstanding. As of December 31, 2017, Commercial paper had an associated weighted average interest rate of 2.09% and maturity terms less than one month from the date of issuance.

Short-term Loans

Short-term loans consist of outstanding borrowings under our $500 Revolving Credit Agreement (the Revolving Credit Agreement). Outstanding borrowings under our Revolving Credit Agreement as of March 31, 2018 were denominated in Euros with an associated weighted average interest rate of 1.1%. As of December 31, 2017, we had no outstanding obligations under the Revolving Credit Agreement. Refer to the Liquidity section within “Item 2. Management’s Discussion and Analysis,” for additional information on the revolving credit facility as well as our overall funding and liquidity strategy.

NOTE 15

POSTRETIREMENT BENEFIT PLANS

The following table provides the components of net periodic benefit cost for pension plans and other employee-related benefit plans for the three months ended March 31, 2018 and 2017.



	2018												2017
For the Three Months Ended March 31	Pension				Other Benefits				Total				Pension				Other Benefits				Total
Service cost		$	0.4			$	0.2			$	0.6			$	0.6			$	0.2			$	0.8
Interest cost		2.8				1.1				3.9				3.0				1.1				4.1
Expected return on plan assets^(a)		(3.4		)		(0.1		)		(3.5		)		(3.8		)		(0.1		)		(3.9		)
Amortization of prior service cost (benefit)		0.2				(1.3		)		(1.1		)		0.2				(1.4		)		(1.2		)
Amortization of net actuarial loss		1.5				1.1				2.6				1.7				1.1				2.8
Total net periodic benefit cost		$	1.5			$	1.0			$	2.5			$	1.7			$	0.9			$	2.6


(a)	Includes plan administrative expenses of $0.9 and $0.8 for the three months ended March 31, 2018 and 2017, respectively. The prior year plan administrative expenses have been reclassified from the service cost component line to conform to the current year presentation.

We made contributions to our global postretirement plans of $3.5 during both the three months ended March 31, 2018 and 2017, respectively. We expect to make contributions of approximately $10 to $14 during the remainder of 2018, principally related to our other postretirement employee benefit plans.

Amortization from accumulated other comprehensive income into earnings related to prior service cost and net actuarial loss was $1.1, net of tax, for both the three months ended March 31, 2018 and 2017, respectively. No other reclassifications from accumulated other comprehensive income into earnings were recognized during any of the presented periods.

NOTE 16

LONG-TERM INCENTIVE EMPLOYEE COMPENSATION

Our long-term incentive plan (LTIP) costs are primarily recorded within general and administrative expenses. The following table provides the components of LTIP costs for the three months ended March 31, 2018 and 2017.



For the Three Months Ended March 31	2018		2017
Equity-based awards	$	4.5	$	3.7
Liability-based awards	0.1		0.5
Total share-based compensation expense	$	4.6	$	4.2

At March 31, 2018, there was $28.7 of total unrecognized compensation cost related to non-vested equity awards. This cost is expected to be recognized ratably over a weighted-average period of 2.1 years. Additionally, unrecognized compensation cost related to liability-based awards was $4.3, which is expected to be recognized ratably over a weighted-average period of 2.2 years.

Year-to-Date 2018 LTIP Activity

The majority of our LTIP awards are granted during the first quarter of each year and vest on the completion of a three-year service period. During the three months ended March 31, 2018, we granted the following LTIP awards as provided in the table below:

During the three months ended March 31, 2018 and 2017, 0.1 and 0.3 non-qualified stock options were exercised resulting in proceeds of $0.6 and $5.9, respectively. During both the three months ended March 31, 2018 and 2017, RSUs of 0.1 vested and were issued, respectively. During the three months ended March 31, 2018, PSUs of 0.1 that vested on December 31, 2017 were issued. There were no PSUs that vested on December 31, 2016 because the minimum performance requirements were not met.

NOTE 17

CAPITAL STOCK

On October 27, 2006, a three-year $1 billion share repurchase program was approved by the Board of Directors (Share Repurchase Program). On December 16, 2008, the provisions of the Share Repurchase Program were modified by the Board of Directors to replace the original three-year term with an indefinite term. During the three months ended March 31, 2018, we repurchased and retired 1.0 shares of common stock for $50.0 under this program. During the three months ended March 31, 2017, there were no repurchases under this program. To date, the Company has repurchased 22.1 shares for $909.4 under the Share Repurchase Program.

Separate from the Share Repurchase Program, the Company repurchased 0.1 shares during both the three months ended March 31, 2018 and 2017, respectively, for an aggregate price of $5.3 and $2.3, respectively, in settlement of employee tax withholding obligations due upon the vesting of RSUs and PSUs.

NOTE 18

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

Subsidiaries of ITT, including ITT LLC and Goulds Pumps LLC, have been sued, along with many other companies in product liability lawsuits alleging personal injury due to asbestos exposure. These claims generally allege that certain products sold by 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 March 31, 2018, there were approximately 25 thousand pending claims against ITT subsidiaries, including Goulds Pumps LLC, 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 Three Months Ended March 31 (in thousands)	2018
Pending claims – Beginning	26
New claims	1
Settlements	—
Dismissals	(2	)
Pending claims – Ending	25

Frequently, plaintiffs are unable to identify any ITT LLC or Goulds Pumps LLC products as a source of asbestos exposure. Our experience to date is that a majority of resolved claims are dismissed without any payment from ITT subsidiaries. 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. 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.

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 a 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 of this and other factors, the Company is unable to estimate the maximum potential exposure to pending claims and claims estimated to be filed over the next 10 years.

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 variables and uncertainties 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 additional costs may be material, 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 difficult 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.

Asbestos-Related Costs, Net

As part of our ongoing review of our net asbestos exposure, each quarter we assess the most recent qualitative and quantitative data available for the key inputs and assumptions, comparing the data to expectations on which the most recent annual liability and asset estimates were calculated. Based on this evaluation, the Company determined that no change in the estimate was warranted for the quarter ended March 31, 2018 other than the incremental accrual to maintain a rolling 10-year forecast period and the settlement described below.

During the first quarter of 2018, we entered into a settlement agreement with an insurer to settle responsibility for multiple insurance claims. Under the terms of the coverage-in-place agreement, the insurer agreed to an upfront payment to a Qualified Settlement Fund (QSF) for past costs in addition to providing coverage for certain future asbestos claims on specified terms and conditions. Insurance payments under the coverage-in-place agreement will be made to a QSF as claims are settled or adjudicated.

The following table provides a rollforward of the estimated asbestos liability and related assets for the three months ended March 31, 2018 and 2017.



	2018									2017
For the Three Months Ended March 31	Liability			Asset			Net			Liability			Asset			Net
Beginning balance	$	877.2		$	368.7		$	508.5		$	954.3		$	380.6		$	573.7
Asbestos provision	15.3			2.9			12.4			17.4			2.5			14.9
Insurance settlement agreements	—			32.1			(32.1		)	—			—			—
Net cash activity	(22.2		)	(9.4		)	(12.8		)	(28.8		)	(15.8		)	(13.0		)
Ending balance	$	870.3		$	394.3		$	476.0		$	942.9		$	367.3		$	575.6
Current portion	$	77.4		$	64.7					$	76.3		$	66.0
Noncurrent portion	$	792.9		$	329.6					$	866.6		$	301.3

Environmental Matters

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 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 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 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 for the three months ended March 31, 2018 and 2017.



For the Three Months Ended March 31	2018			2017
Environmental liability - beginning balance	$	73.9		$	76.6
Change in estimates for pre-existing accruals	2.6			(0.7		)
Accruals added during the period for new matters	2.0			—
Net cash activity	(10.0		)	(3.4		)
Environmental liability - ending balance	$	68.5		$	72.5

We are currently involved with 37 active environmental investigation and remediation sites. At March 31, 2018, we have estimated the potential high-end liability range of environmental-related matters to be $119.8.

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 received a civil subpoena from the Department of Defense, Office of the Inspector General, in the second quarter of 2015 as part of an investigation being led by the Civil Division of the U.S. Department of Justice (DOJ). The subpoena and related investigation involve certain connector products manufactured by the Company’s Connect & Control Technologies segment that are purchased or used by the U.S. government. In addition, in the third quarter of 2017, the Company learned that the Criminal Division of DOJ is also investigating this matter. The Company is cooperating with the government and has produced documents responsive to the subpoena to the Civil Division. Based on its current analysis following discussions with DOJ to resolve the civil matter, the Company has accrued $5 as its current best estimate of the minimum amount of probable loss. It is reasonably possible that any actual loss related to this matter may be higher than this amount, but at this time management is unable to estimate a range of potential loss in excess of the amount accrued.

NOTE 19

ACQUISITIONS

Axtone Railway Components

On January 26, 2017, we acquired 100% of the privately held stock of Axtone Railway Components (Axtone) for a purchase price of $123.1, net of cash acquired. Axtone, which had 2016 revenue of approximately $72, is a manufacturer of highly engineered and customized energy absorption solutions, including springs, buffers, and coupler components for the railway and industrial markets.

The final purchase price for Axtone is based on the net tangible assets acquired and liabilities assumed as of January 26, 2017, with the excess of the purchase price of $86 recorded as goodwill. The goodwill arising from this acquisition, which is not expected to be deductible for income tax purposes, has been assigned to the Motion Technologies segment.

Allocation of Purchase Price for Axtone



Cash	$	9.4
Receivables	11.5
Inventory	13.6
Plant, property and equipment	13.1
Goodwill	86.0
Other intangible assets	9.9
Other assets	5.5
Accounts payable and accrued liabilities	(15.2		)
Postretirement liabilities	(4.2		)
Other liabilities	(6.5		)
Net assets acquired	$	123.1

Pro forma results of operations have not been presented because the acquisition was not deemed material at the acquisition date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(In millions, except per share amounts, unless otherwise stated)

OVERVIEW

ITT Inc. is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and oil and gas markets. Building on our heritage of engineering, we partner with our customers to deliver enduring solutions to the key industries that underpin our modern way of life. We manufacture components that are integral to the operation of systems and manufacturing processes in our key markets. Our products provide enabling functionality for applications where reliability and performance are critically important to our customers and the users of their products.

Our businesses share a common, repeatable operating model. Each business applies technology and engineering expertise to solve our customers’ most pressing challenges. Our applied engineering aptitude enables a tight business fit with our customers given the critical nature of their applications. This in turn provides us with unique insight to our customer’s requirements and enables us to develop solutions to assist our customers in achieving their business goals. Our technology and customer intimacy work in tandem to produce opportunities to capture recurring revenue streams, aftermarket opportunities, and long-lived original equipment manufacturer (OEM) platforms.

Our product and service offerings are organized into three segments: Industrial Process, Motion Technologies, and Connect & Control Technologies. See Note 3, Segment Information, in this Report for a summary description of each segment. Additional information is also available in our 2017 Annual Report within Part I, Item 1, “Description of Business”.

DISCUSSION OF FINANCIAL RESULTS

Three Months Ended March 31



For the Three Months Ended March 31	2018			2017			Change
Revenue	$	689.3		$	625.8		10.1	%
Gross profit	224.2			203.1			10.4	%
Gross margin	32.5		%	32.5		%	—
Operating expenses	113.6			146.1			(22.2	%)
Expense to revenue ratio	16.5		%	23.3		%	(680	)bp
Operating income	110.6			57.0			94.0	%
Operating margin	16.0		%	9.1		%	690	bp
Interest and non-operating expenses, net	1.8			2.2			(18.2	%)
Income tax expense	7.6			9.1			(16.5	%)
Effective tax rate	7.0		%	16.6		%	(960	)bp
Income from continuing operations attributable to ITT Inc.	101.1			46.1			119.3	%
Income (loss) from discontinued operations, net of tax	0.1			(0.1		)	200.0	%
Net income attributable to ITT Inc.	101.2			46.0			120.0	%

All comparisons included within Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to the comparable three months ended March 31, 2017, unless stated otherwise.

Executive Summary

During the first quarter of 2018, we continued our emphasis on operational execution across the organization and driving growth through innovation and initiatives aimed at increasing global market share in key strategic end-markets. At Industrial Process, we continued to improve productivity and project performance leading to a 450 basis point improvement in operating margin. We also drove productivity improvements at Connect & Control Technologies, leading to a 370 basis point increase to operating margin. At Motion Technologies, we continued to outpace the global OEM friction market as evidenced by organic revenue growth and the award of several new automotive platforms.

In terms of capital deployment, we continued to invest in our North American brake pad facility which is ramping up its production. We also positioned ourselves to capitalize on the growth of the electric vehicles market by investing in both innovation and testing capabilities in China. Also, in the first quarter of 2018, we returned $50 to shareholders in the form of share repurchases.

Our first quarter 2018 results include:

•

Revenue of $689.3 increased $63.5, or 10.1%, driven by the transportation end-markets on solid growth in the rail and aerospace markets, as well as continued strength in OEM automotive brake pads. In addition, general industrial end-market revenues grew approximately 4% driven by strength in pulp and paper and mining, partially offset by a 10% decline in oil and gas due to weaker project activity. Organic revenue increased 2.1% compared to the prior year.

•

Orders of $761.2 reflect a year-over-year increase of $90.6, or 13.5%. Continued share gains in the global OEM automotive brake pads, rotorcraft equipment, electric vehicle connectors, and defense aftermarket was partially offset by a decline in project pump orders due to a significant oil and gas order received in the prior year. We also received incremental orders of $17.7 from our 2017 acquisition of Axtone. Organic orders increased 4% compared to the prior year.

•

Operating income of $110.6 increased $53.6, or 94.0%, reflecting a 690 basis point increase to operating margin, due to an asbestos-related insurance settlement which provided a benefit of $32.1, and an increase in segment operating income of $22.0, or 27.6%. The increase in segment operating income was driven by higher sales volume, productivity and restructuring benefits, improved pump project performance and favorable impacts from foreign exchange, partially offset by higher commodity costs and growth investments. Adjusted segment operating income increased $18.3, or 21.5%. As a result of our operational improvements, coupled with higher sales volume, we were able to deliver a segment operating margin of 14.8%, which is a 200 basis point improvement compared to the previous year.


•	Income from continuing operations of $1.14 per diluted share, increased $0.62 over the prior year. Adjusted income from continuing operations was $0.77 per diluted share, reflecting a $0.13, or 20.3%, increase compared to the prior year.

Further details related to these results are contained elsewhere in the Discussion of Financial Results section. Refer to the section titled “Key Performance Indicators and Non-GAAP Measures” for reconciliations between GAAP and non-GAAP metrics.

REVENUE



For the Three Months Ended March 31	2018			2017			Change		Organic Revenue (Decline) Growth^(a)
Industrial Process	$	189.8		$	186.1		2.0	%	(0.2	)%
Motion Technologies	342.2			287.3			19.1	%	4.4	%
Connect & Control Technologies	157.9			153.3			3.0	%	0.4	%
Eliminations	(0.6		)	(0.9		)	(33.3	)%	—
Revenue	$	689.3		$	625.8		10.1	%	2.1	%


(a)	See the section titled “Key Performance Indicators and Non-GAAP Measures” for a definition and reconciliation of organic revenue.

Industrial Process

Revenue for the three months ended March 31, 2018 increased $3.7 or 2.0%, which includes favorable foreign currency impacts of $4.0. Organic revenue during the three months ended March 31, 2018 was flat. During the first quarter of 2018, revenue from aftermarket service increased approximately 19%. Revenue from valves increased approximately 1% driven by strength in the general industrial and chemical markets. Revenue from short-cycle baseline pumps declined approximately 9%, primarily due to weaker demand in the Asian oil and gas market. Revenue from project pumps declined approximately 1% due to oil and gas projects in North America, offset by growth from global petrochemical projects.

Orders for the three months ended March 31, 2018 were $210.1, reflecting a decrease of $11.7, or 5.3%, which includes favorable foreign currency impacts of $4.5. Organic orders decreased $16.2, or 7.3%, primarily due to a prior year $26 downstream oil and gas order. Excluding this large prior year project win, organic orders increased approximately 5%, reflecting increased project orders across markets as well as an increase in short-cycle valve orders of approximately 8% due to strength in the general industrial and oil and gas markets. Short-cycle baseline pumps orders were flat compared to the prior year.

The level of order and shipment activity related to project pumps can vary significantly from period to period, which may impact year-over-year comparisons. Backlog as of March 31, 2018 was $385.9, reflecting an increase of $49.4, or 14.7%, from the December 31, 2017 level.

Motion Technologies

Revenue for the three months ended March 31, 2018 increased $54.9, or 19.1%, which includes incremental revenue of $5.5 from our January 2017 acquisition of Axtone and favorable foreign currency translation impacts of $36.7. During the three months ended March 31, 2018, organic revenue increased $12.7, or 4.4%, reflecting a 5% increase from our Friction Technologies business due to global share gains in the automotive OEM sales channel. The 9.5% growth in OEM friction was partially offset by a decline of 6% in the independent aftermarket sales channel due to phasing and destocking by distributors. In addition, revenue from Wolverine increased approximately 2% due to stronger sales from OE brake shims in Europe and Asia. Organic revenue from our KONI-Axtone business increased approximately 2% driven by the high-speed rail market in China and rail in Europe, partially offset by weaker sales in the auto and defense sales channels.

Orders for the three months ended March 31, 2018 were $369.9, reflecting an increase of $82.7, or 28.8%, including incremental orders of $17.7 from our January 2017 acquisition of Axtone and favorable foreign currency translation impacts of $37.1. During the three months ended March 31, 2018, organic orders grew $27.9, or 9.7%. The increase was primarily driven by organic orders from our KONI-Axtone business which grew 30% compared to the prior year due the solid wins in the Eastern European rail market and the defense market in U.S. and Europe. The increase in organic orders also reflects continued strength in OEM auto brake pads in our Friction Technologies business which grew approximately 5%. Orders to our Wolverine business increased approximately 2% due to OEM shims in Europe and Asia.

Connect & Control Technologies

Revenue for the three months ended March 31, 2018 increased $4.6, or 3.0%, including favorable foreign currency translation impacts of $4.0. During the three months ended March 31, 2018, organic revenue was flat, as growth in revenue from the commercial aerospace market of approximately 4%, led by increased rotorcraft and connectors, and revenue growth from oil and gas connectors of approximately 3%, was offset by declines in revenue from the defense market of 6% primarily due to restrictions on the sales of certain military-specification connectors. Organic revenue in the general industrial market increased approximately 1% primarily due to higher energy absorption volume and electric vehicle connectors.

Orders for the three months ended March 31, 2018 were $181.8, reflecting an increase of $19.4, or 11.9% versus the prior year, including favorable foreign currency translation impacts of $4.2. During the three months ended March 31, 2018, organic orders increased $15.2, or 9.4%. The increase was primarily driven by strong component orders in the commercial aerospace market and higher order activity in rotorcraft. Oil and gas orders increased 20% compared to the prior year due to strength in the Middle East and U.S. In addition, general industrial orders grew 4% primarily driven by electric vehicle connectors.

On July 11, 2017, the U.S. Defense Logistics Agency, Land and Maritime (DLA) issued a notice that it had removed our connectors business from the Qualified Products List (QPL) with respect to six military-specification connector products. At the time of this notice, these products had been subject to a previously-disclosed stop shipment/stop production order issued by DLA in the first quarter of 2017. Annual sales of these military-specification connectors are estimated to range from $8 to $10. The Company is making progress and seeking to restore its status on the QPL as expeditiously as possible, but is unable to estimate how long this process will take. At this time, there is uncertainty whether there will be any further negative impacts to our revenue and results of operations related to the QPL removal.

Other

The Department of Treasury recently implemented U.S. sanctions targeting certain Russian individuals and businesses. The impact of these sanctions on ITT’s backlog has been minimal to date; however, we are unable to predict what impact these sanctions will have on any future business. The Company estimates its annual revenue which could be potentially impacted by these sanctions is up to $15.

GROSS PROFIT

Gross profit for the three months ended March 31, 2018 and 2017 was $224.2 and $203.1, reflecting a gross margin of 32.5% during both periods. Productivity gains across all segments were offset by unfavorable automotive pricing and aftermarket sales mix pressure, increased direct material costs due to higher commodity prices impacting our Motion Technologies segment, and unfavorable impacts from certain military-specification connectors.

OPERATING EXPENSES