

~~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~~

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

(Principal Executive Office)

Telephone Number: (914) 641-2000

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 (§232.405 of this chapter) 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~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting company,"” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act. (Check one):

☑

Large accelerated filerþ

☐

Accelerated filero

☐

Non-accelerated filero

☐

Smaller reporting companyo

☐

Emerging growth companyo

~~(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 October 31, ~~2017,~~2023, there were ~~88.0~~82.1 million shares of ~~common stock ($1 par~~Common Stock (par value $1.00 per share) of the ~~registrant~~issuer outstanding.

TABLE OF CONTENTS


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

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

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

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

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

ITEM

PAGE
PART I – FINANCIAL INFORMATION
1.
Financial Statements

Consolidated Condensed Statements of Operations
1

Consolidated Condensed Statements of Comprehensive Income
2

Consolidated Condensed Balance Sheets
3

Consolidated Condensed Statements of Cash Flows
4

Consolidated Condensed Statements of Changes in Shareholders' Equity
5

Notes to Consolidated Condensed Financial Statements:

Note 1. Description of Business and Basis of Presentation
6

Note 2. Recent Accounting Pronouncements
7

Note 3. Segment Information
9

Note 4. Restructuring Actions
10

Note 5. Income Taxes
11

Note 6. Earnings Per Share Data
12

Note 7. Receivables, Net
12

Note 8. Inventories, Net
12

Note 9. Other Current and Non-Current Assets
13

Note 10. Plant, Property and Equipment, Net
13

Note 11. Goodwill and Other Intangible Assets, Net
14

Note 12. Accrued Liabilities and Other Non-Current Liabilities
15

Note 13. Debt
15

Note 14. Postretirement Benefit Plans
16

Note 15. Long-Term Incentive Employee Compensation
17

Note 16. Capital Stock
17

Note 17. Commitments and Contingencies
18

Note 18. Acquisitions
21

2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview
22

Discussion of Financial Results
22

Liquidity
28

Key Performance Indicators and Non-GAAP Measures
32

Recent Accounting Pronouncements
36

Critical Accounting Estimates
36
3.
Quantitative and Qualitative Disclosures about Market Risk
36
4.
Controls and Procedures
36
PART II – OTHER INFORMATION
1.
Legal Proceedings
37
1A.
Risk Factors
38
2.
Unregistered Sales of Equity Securities and Use of Proceeds
38
3.
Defaults Upon Senior Securities
38
4.
Mine Safety Disclosures
38
5.
Other Information
38
6.
Exhibits
39

Signature
40

WHERE YOU CAN FIND MORE INFORMATION

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

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

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

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

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

Where in any forward-looking statement we express an expectation or belief as to future results or events, such expectation or belief is based on current plans and expectations of our management, expressed in good faith and believed to have a reasonable basis. However, ~~there can be no~~we cannot provide any assurance that the expectation or belief will occur or that anticipated results will be achieved or accomplished.

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

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

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

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

•our inability to hire or retain key personnel;

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

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

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

•failure to compete successfully and innovate in our markets;

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

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

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

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

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

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

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

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

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

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

•risks related to government contracting, including changes in levels of government spending and regulatory and contractual requirements applicable to sales to the U.S. government;

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

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

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

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

•risk of product liability claims and litigation; and

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

More information on factors that could cause actual results or events to differ materially from those anticipated is included in Part II, Item 1A, “Risk Factors” herein, as well as in our reports filed with the ~~U.S. Securities and Exchange Commission (the SEC),~~SEC, including our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022 (particularly under the caption ~~"Risk Factors"~~“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 (and expressly disclaim any obligation) to update any forward-looking statements, whether written or oral or as a result of new information, future events or otherwise.

~~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)


														Three Months Ended				Nine Months Ended
	Three Months						Nine Months							September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
For the Periods Ended September 30	2017			2016			2017			2016
Revenue	$	645.0		$	581.7		$	1,901.7		$	1,817.0		Revenue	$	822.1	$	753.6	$	2,453.9	$	2,213.1
Costs of revenue	441.9			397.8			1,291.9			1,232.2
Cost of revenue													Cost of revenue	542.7		520.2		1,632.6		1,539.1
Gross profit	203.1			183.9			609.8			584.8			Gross profit	279.4		233.4		821.3		674.0
General and administrative expenses	73.7			59.2			205.2			202.2			General and administrative expenses	66.9		47.5		203.6		164.9
Sales and marketing expenses	41.3			39.4			128.3			128.7			Sales and marketing expenses	44.4		39.5		131.2		118.3
Research and development expenses	23.1			18.6			68.2			58.9			Research and development expenses	25.0		24.4		77.1		73.7
Asbestos-related benefit, net	(62.8		)	(68.1		)	(33.0		)	(40.3		)

Operating income	127.8			134.8			241.1			235.3			Operating income	143.1		122.0		409.4		317.1
Interest and non-operating expenses, net	0.2			0.3			0.1			1.5
Interest and non-operating expense, net													Interest and non-operating expense, net	1.4		2.3		7.4		2.6
Income from continuing operations before income tax expense	127.6			134.5			241.0			233.8			Income from continuing operations before income tax expense	141.7		119.7		402.0		314.5
Income tax expense	40.6			46.1			60.3			75.3			Income tax expense	29.9		16.4		80.6		59.9
Income from continuing operations	87.0			88.4			180.7			158.5			Income from continuing operations	111.8		103.3		321.4		254.6
(Loss) Income from discontinued operations, including tax benefit (expense) of $0.0, $(1.1), $0.2 and $(0.9), respectively	(0.1		)	1.8			(0.3		)	2.0
Loss from discontinued operations, net of tax benefit of $0.0, $(0.1), $0.0, and $0.3, respectively													Loss from discontinued operations, net of tax benefit of $0.0, $(0.1), $0.0, and $0.3, respectively	—		(0.1)		—		(1.3)
Net income	86.9			90.2			180.4			160.5			Net income	111.8		103.2		321.4		253.3
Less: Income (loss) attributable to noncontrolling interests	—			0.1			(0.3		)	0.2
Less: Income attributable to noncontrolling interests													Less: Income attributable to noncontrolling interests	1.0		0.8		2.4		1.5
Net income attributable to ITT Inc.	$	86.9		$	90.1		$	180.7		$	160.3		Net income attributable to ITT Inc.	$	110.8	$	102.4	$	319.0	$	251.8

Amounts attributable to ITT Inc.:													Amounts attributable to ITT Inc.:
Income from continuing operations, net of tax	$	87.0		$	88.3		$	181.0		$	158.3
(Loss) income from discontinued operations, net of tax	(0.1		)	1.8			(0.3		)	2.0
Income from continuing operations													Income from continuing operations	$	110.8	$	102.5	$	319.0	$	253.1
Loss from discontinued operations, net of tax													Loss from discontinued operations, net of tax	—		(0.1)		—		(1.3)
Net income attributable to ITT Inc.	$	86.9		$	90.1		$	180.7		$	160.3		Net income attributable to ITT Inc.	$	110.8	$	102.4	$	319.0	$	251.8
Earnings per share attributable to ITT Inc.:

Earnings (loss) per share attributable to ITT Inc.:													Earnings (loss) per share attributable to ITT Inc.:
Basic:													Basic:
Continuing operations	$	0.99		$	0.99		$	2.05		$	1.77		Continuing operations	$	1.35	$	1.24	$	3.87	$	3.03
Discontinued operations	—			0.02			—			0.02			Discontinued operations	—		—		—		(0.02)
Net income	$	0.99		$	1.01		$	2.05		$	1.79		Net income	$	1.35	$	1.24	$	3.87	$	3.01
Diluted:													Diluted:
Continuing operations	$	0.98		$	0.98		$	2.03		$	1.76		Continuing operations	$	1.34	$	1.23	$	3.86	$	3.02
Discontinued operations	—			0.02			—			0.02			Discontinued operations	—		—		—		(0.02)
Net income	$	0.98		$	1.00		$	2.03		$	1.78		Net income	$	1.34	$	1.23	$	3.86	$	3.00

Weighted average common shares – basic	88.0			89.2			88.3			89.5			Weighted average common shares – basic	82.1		82.7		82.4		83.6
Weighted average common shares – diluted	88.7			89.7			89.0			90.2			Weighted average common shares – diluted	82.5		83.0		82.7		83.9
Cash dividends declared per common share	$	0.128		$	0.124		$	0.384		$	0.372

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

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

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(IN MILLIONS)

Three Months Nine Months
For the Periods Ended September 30 2017 2016 2017 2016
Net income $ 86.9
$ 90.2
$ 180.4
$ 160.5
Other comprehensive income (loss):
Net foreign currency translation adjustment 22.7
4.3
84.4
17.1
Net change in postretirement benefit plans, net of tax impacts of $2.1, $0.6, $3.0 and $1.6, respectively 3.6
1.2
5.9
3.5
Other comprehensive income 26.3
5.5
90.3
20.6
Comprehensive income 113.2
95.7
270.7
181.1
Less: Comprehensive income (loss) attributable to noncontrolling interests —
0.1
(0.3 ) 0.2
Comprehensive income attributable to ITT Inc. $ 113.2
$ 95.6
$ 271.0
$ 180.9
Disclosure of reclassification adjustments to postretirement benefit plans
Reclassification adjustments (see Note 14):
Amortization of prior service benefit, net of tax expense of $(0.3), $(0.6), $(1.3) and $(1.6), respectively $ (0.9 ) $ (0.8 ) $ (2.3 ) $ (2.6 )
Amortization of net actuarial loss, net of tax benefits of $1.1, $1.2, $3.0 and $3.2, respectively 2.1
2.0
5.8
6.1
Other adjustments:
Loss from curtailment, net of tax benefit of $1.3, $0.0, $1.3 and $0.0, respectively 2.4
—
2.4
—
Net change in postretirement benefit plans, net of tax $ 3.6
$ 1.2
$ 5.9
$ 3.5


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

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

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

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

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

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)


	September 30, 2017			December 31, 2016
	(Unaudited)
As of the Period Ended							As of the Period Ended	September 30, 2023		December 31, 2022
Assets							Assets
Current assets:							Current assets:
Cash and cash equivalents	$	395.6		$	460.7		Cash and cash equivalents	$	430.8	$	561.2
Receivables, net	611.6			523.9			Receivables, net	674.0		628.8
Inventories, net	327.9			295.2
Inventories							Inventories	574.3		533.9
Other current assets	130.1			122.0			Other current assets	102.4		112.9
Total current assets	1,465.2			1,401.8			Total current assets	1,781.5		1,836.8
Non-current assets:							Non-current assets:
Plant, property and equipment, net	503.5			464.5			Plant, property and equipment, net	523.2		526.8
Goodwill	882.6			774.7			Goodwill	1,001.1		964.8
Other intangible assets, net	159.8			160.3			Other intangible assets, net	123.0		112.8
Asbestos-related assets	309.6			314.6
Deferred income taxes	285.7			297.4
Other non-current assets	193.7			188.4			Other non-current assets	373.5		339.1
Total non-current assets	2,334.9			2,199.9			Total non-current assets	2,020.8		1,943.5
Total assets	$	3,800.1		$	3,601.7		Total assets	$	3,802.3	$	3,780.3
Liabilities and Shareholders’ Equity							Liabilities and Shareholders’ Equity
Current liabilities:							Current liabilities:
Short-term loans and current maturities of long-term debt	$	191.1		$	214.3
Commercial paper and current maturities of long-term debt							Commercial paper and current maturities of long-term debt	$	245.4	$	451.0
Accounts payable	334.7			301.7			Accounts payable	408.1		401.1
Accrued liabilities	399.6			350.2
Accrued and other current liabilities							Accrued and other current liabilities	390.5		333.4
Total current liabilities	925.4			866.2			Total current liabilities	1,044.0		1,185.5
Asbestos-related liabilities	798.1			877.5
Non-current liabilities:							Non-current liabilities:
Postretirement benefits	251.3			248.6			Postretirement benefits	132.0		137.2
Other non-current liabilities	172.1			181.0			Other non-current liabilities	207.1		200.2
Total non-current liabilities	1,221.5			1,307.1			Total non-current liabilities	339.1		337.4
Total liabilities	2,146.9			2,173.3			Total liabilities	1,383.1		1,522.9
Shareholders’ equity:							Shareholders’ equity:
Common stock:							Common stock:
Authorized – 250.0 shares, $1 par value per share							Authorized – 250.0 shares, $1 par value per share
Issued and Outstanding – 88.0 shares and 88.4 shares, respectively	88.0			88.4
Issued and outstanding – 82.1 shares and 82.7 shares, respectively							Issued and outstanding – 82.1 shares and 82.7 shares, respectively	82.1		82.7
Retained earnings	1,924.5			1,789.2			Retained earnings	2,705.8		2,509.7
Accumulated other comprehensive income (loss):							Accumulated other comprehensive income (loss):
Postretirement benefits							Postretirement benefits	3.8		3.6
Cumulative translation adjustments							Cumulative translation adjustments	(382.6)		(347.9)
Total accumulated other comprehensive loss	(360.9		)	(451.2		)	Total accumulated other comprehensive loss	(378.8)		(344.3)
Total ITT Inc. shareholders' equity	1,651.6			1,426.4
Total ITT Inc. shareholders’ equity							Total ITT Inc. shareholders’ equity	2,409.1		2,248.1
Noncontrolling interests	1.6			2.0			Noncontrolling interests	10.1		9.3
Total shareholders’ equity	1,653.2			1,428.4			Total shareholders’ equity	2,419.2		2,257.4
Total liabilities and shareholders’ equity	$	3,800.1		$	3,601.7		Total liabilities and shareholders’ equity	$	3,802.3	$	3,780.3

Net cash used by discontinued operations was $1.2 for the nine months ended September 30, 2017 compared to net cash provided by discontinued operation for the nine months ended September 30, 2016 of $5.3. The change of $6.5 is primarily driven by a cash payment in the prior year from Xylem

ITT Inc. ~~related to the Tax Matters Agreement.~~| Q3 2023 Form 10-Q | 31

~~Asbestos~~

Based on the estimated undiscounted asbestos liability as of September 30, 2017 for claims filed or estimated to be filed over the next 10 years, we have estimated that we will be able to recover approximately 43% of the asbestos indemnity and defense costs from our insurers. Actual insurance reimbursements may vary significantly 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. In the 10th year of our estimate, our insurance recoveries are currently projected to be approximately 18%. 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.

While there are overall limits on the aggregate amount of insurance available to the Company with respect to asbestos claims, with respect to certain coverage, those overall limits were not reached by the estimated liability recorded by the Company at September 30, 2017.

Further, there is uncertainty in estimating when cash payments related to the recorded asbestos liability will be fully expended and 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 cash payments related to pending claims and claims to be filed in the next 10 years will extend through approximately 2031.

Although asbestos cash outflows can vary significantly from year to year, our current net cash outflows for defense and indemnity, net of tax benefits, are projected to average $15 to $25 over the next five years and increase to an average of approximately $30 to $40 per year over the remainder of the projection period. Total net cash outflows, net of tax, averaged $13, including certain administrative costs such as legal related costs for insurance asset recoveries, over the past three annual periods.

In light of the variables and uncertainties inherent in the long-term projection of the Company's asbestos exposures and potential recoveries, although it is probable that the Company will incur additional costs for asbestos claims filed beyond the next 10 years, we do not believe that there is a reasonable basis for estimating the number of future claims, the nature of future claims, or the cost to resolve future claims for years beyond the next 10 years at this time. Accordingly, no liability or related asset has been recorded for any costs that may be incurred for claims asserted subsequent to 2027.

Due to these uncertainties, as well as our inability to reasonably estimate any additional asbestos liability for claims that may be filed beyond the next 10 years, it is difficult to predict the ultimate outcome of the cost of resolving the pending and estimated unasserted asbestos claims. We believe it is possible that the 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.

KEY PERFORMANCE INDICATORS AND NON-GAAP MEASURES

Management reviews a variety of key performance indicators including revenue, segment operating income and margins, and earnings per share, ~~order growth, and backlog,~~ some of which are ~~non-GAAP financial measures.~~calculated with accounting principles other than those generally accepted in the United States of America (GAAP). In addition, we consider certain ~~other~~ measures to be useful to management and investors when evaluating our operating performance for the periods presented. These measures provide a tool for evaluating our ongoing operations and management of assets from period to period. This information can assist investors in assessing our financial performance and measures our ability to generate capital for deployment among competing strategic alternatives and initiatives, including, but not limited to, acquisitions, dividends, and share repurchases. ~~These other~~Some of these metrics, however, are not measures of financial performance under ~~accounting principles generally accepted in the United States of America (GAAP)~~GAAP and should not be considered a substitute for measures determined in accordance with GAAP. We consider the following non-GAAP measures ~~which~~to be key performance indicators. These measures may not be comparable to similarly titled measures reported by other ~~companies,~~companies.

•“Organic revenue” is defined as revenue, excluding the impacts of foreign currency fluctuations and acquisitions. The period-over-period change resulting from foreign currency fluctuations is estimated using a fixed exchange rate for both the current and prior periods. We believe that reporting organic revenue provides useful information to ~~be key~~investors by facilitating comparisons of our revenue performance ~~indicators:~~with prior and future periods and to our peers.

"organic revenue" and "organic orders" are defined as revenue and orders, excluding the impacts of foreign currency fluctuations, acquisitions, and divestitures. Divestitures include sales of portions of our business that did not meet the criteria for presentation as a discontinued operation. The period-over-period change resulting from foreign currency fluctuations is estimated using a fixed exchange rate for both the current and prior periods. Management believes that reporting organic revenue and organic orders provides useful information to investors by helping identify underlying trends in our business and facilitating easier comparisons of our revenue performance with prior and future periods and to our peers. Reconciliations of organic revenue for the three and nine months ended September 30, 2017 are provided below.

The following tables include a reconciliation of revenue to organic revenue by segment.


Three Months Ended September 30, 2023	Motion Technologies				Industrial Process				Connect & Control Technologies				Eliminations			Total ITT
2023 Revenue		$	359.5			$	279.8			$	184.0			$	(1.2)		$	822.1
Acquisitions		—				—				(6.0)				—			(6.0)
Foreign currency translation		(15.3)				(4.1)				(2.2)				—			(21.6)
2023 Organic revenue		$	344.2			$	275.7			$	175.8			$	(1.2)		$	794.5
2022 Revenue		$	342.2			$	248.5			$	163.2			$	(0.3)		$	753.6
Organic growth		$	2.0			$	27.2			$	12.6			$	(0.9)		$	40.9
Percentage change		0.6		%		10.9		%		7.7		%					5.4		%

Nine Months Ended September 30, 2023
2023 Revenue		$	1,093.1			$	839.9			$	523.8			$	(2.9)		$	2,453.9
Acquisitions		—				(15.0)				(9.9)				—			(24.9)
Foreign currency translation		(7.0)				(1.7)				(0.2)				0.1			(8.8)
2023 Organic revenue		$	1,086.1			$	823.2			$	513.7			$	(2.8)		$	2,420.2
2022 Revenue		$	1,043.6			$	690.3			$	481.0			$	(1.8)		$	2,213.1
Organic growth		$	42.5			$	132.9			$	32.7			$	(1.0)		$	207.1
Percentage change		4.1		%		19.3		%		6.8		%					9.4		%

ITT Inc. | Q3 2023 Form 10-Q | 32

Three Months Ended September 30
Industrial
Process
Motion
Technologies
Connect & Control
Technologies
Eliminations
Total
ITT
2017 Revenue $ 196.2
$ 300.1
$ 149.4
$ (0.7 ) $ 645.0
(Acquisitions)/divestitures, net —
(19.6 ) —
—
(19.6 )
Foreign currency translation (1.4 ) (13.5 ) (0.7 ) —
(15.6 )
2017 Organic revenue $ 194.8
$ 267.0
$ 148.7
$ (0.7 ) $ 609.8

2016 Revenue $ 195.0
$ 238.7
$ 149.0
$ (1.0 ) $ 581.7
Organic (decline) growth (0.1 )% 11.9 % (0.2 )% 4.8 %

Nine Months Ended September 30
2017 Revenue $ 574.6
$ 877.5
$ 452.3
$ (2.7 ) $ 1,901.7
(Acquisitions)/divestitures, net —
(55.6 ) —
—
(55.6 )
Foreign currency translation (1.2 ) (0.4 ) 0.8
—
(0.8 )
2017 Organic revenue $ 573.4
$ 821.5
$ 453.1
$ (2.7 ) $ 1,845.3

2016 Revenue $ 618.0
$ 755.3
$ 446.8
$ (3.1 ) $ 1,817.0
Organic (decline) growth (7.2 )% 8.8 % 1.4 % 1.6 %
•“Adjusted operating income” and “Adjusted segment operating income” are defined as operating income and segment operating income, adjusted to exclude special items that include, but are not limited to, restructuring, certain asset impairment charges, certain acquisition-related impacts and unusual or infrequent operating items. Special items represent charges or credits that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. “Adjusted operating margin” and “Adjusted segment operating margin” are defined as adjusted operating income or adjusted segment operating income, respectively, divided by revenue. We believe that these financial measures are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as evaluating operating performance in relation to our competitors.

~~Reconciliations~~The following tables include a reconciliation of ~~organic orders for the three and nine months ended September 30, 2017 are provided below:~~

Three Months Ended September 30
Industrial
Process
Motion
Technologies
Connect & Control
Technologies Eliminations
Total
ITT
2017 Orders $ 193.3
$ 323.7
$ 142.5
$ (0.9 ) $ 658.6
(Acquisitions)/divestitures, net —
(21.5 ) —
—
(21.5 )
Foreign currency translation (1.5 ) (13.7 ) (0.6 ) —
(15.8 )
2017 Organic orders $ 191.8
$ 288.5
$ 141.9
$ (0.9 ) $ 621.3

2016 Orders $ 198.9
$ 236.8
$ 139.1
$ (1.4 ) $ 573.4
Organic (decline) growth (3.6 )% 21.8 % 2.0 % 8.4 %

Nine Months Ended September 30
2017 Orders $ 605.5
$ 899.9
$ 452.7
$ (2.6 ) $ 1,955.5
(Acquisitions)/divestitures, net —
(54.0 ) —
—
(54.0 )
Foreign currency translation (1.2 ) (0.2 ) 1.0
0.1
(0.3 )
2017 Organic orders $ 604.3
$ 845.7
$ 453.7
$ (2.5 ) $ 1,901.2

2016 Orders $ 587.4
$ 763.4
$ 455.5
$ (3.5 ) $ 1,802.8
Organic growth (decline) 2.9 % 10.8 % (0.4 )% 5.5 %

"adjusted segment operating income" is defined as operating income, adjusted to exclude special items that include, but are not limited to, restructuring costs, realignment costs, certain asset impairment charges, certain acquisition-related expenses, and unusual or infrequent operating items. Special items represent significant charges or credits that impact current results, which management views as unrelated to the Company's ongoing operations and performance. We believe that adjusted segment operating income is useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

~~Reconciliations of segment~~ operating income to adjusted ~~segment~~ operating income ~~for~~by segment.


Three Months Ended September 30, 2023	Motion Technologies				Industrial Process				Connect & Control Technologies				Total Segment				Corporate			Total ITT
Operating income		$	59.4			$	64.7			$	33.2			$	157.3			$	(14.2)		$	143.1
Restructuring costs		1.1				0.6				0.2				1.9				—			1.9

Impacts related to Russia-Ukraine war		0.5				—				—				0.5				—			0.5

Other		—				(0.1)				0.1				—				—			—
Adjusted operating income		$	61.0			$	65.2			$	33.5			$	159.7			$	(14.2)		$	145.5


Operating margin		16.5		%		23.1		%		18.0		%		19.1		%		N/A			17.4		%
Adjusted operating margin		17.0		%		23.3		%		18.2		%		19.4		%		N/A			17.7		%

Nine Months Ended September 30, 2023
Operating income		$	170.5			$	186.4			$	91.0			$	447.9			$	(38.5)		$	409.4
Impacts related to Russia-Ukraine war		1.9				1.8				—				3.7				—			3.7
Restructuring costs		1.5				0.9				0.4				2.8				—			2.8

Acquisition-related net expenses		—				—				1.6				1.6				—			1.6
Other(a)		—				(0.1)				—				(0.1)				(3.7)			(3.8)
Adjusted operating income		$	173.9			$	189.0			$	93.0			$	455.9			$	(42.2)		$	413.7


Operating margin		15.6		%		22.2		%		17.4		%		18.3		%		N/A			16.7		%
Adjusted operating margin		15.9		%		22.5		%		17.8		%		18.6		%		N/A			16.9		%

(a)Includes income from a recovery of costs associated with the ~~three~~2020 lease termination of a legacy site.

ITT Inc. | Q3 2023 Form 10-Q | 33


Three Months Ended October 1, 2022	Motion Technologies				Industrial Process				Connect & Control Technologies				Total Segment				Corporate			Total ITT
Operating income		$	54.0			$	48.1			$	30.3			$	132.4			$	(10.4)		$	122.0
Restructuring costs		0.7				0.4				—				1.1				(0.1)			1.0
Impacts related to Russia-Ukraine war		(0.5)				0.7				—				0.2				—			0.2

Acquisition-related net expenses		—				3.1				—				3.1				0.5			3.6
Other(a)		(0.1)				0.1				—				—				0.2			0.2
Adjusted operating income		$	54.1			$	52.4			$	30.3			$	136.8			$	(9.8)		$	127.0


Operating margin		15.8		%		19.4		%		18.6		%		17.6		%		N/A			16.2		%
Adjusted operating margin		15.8		%		21.1		%		18.6		%		18.2		%		N/A			16.9		%

Nine Months Ended October 1, 2022
Operating income		$	160.7			$	107.6			$	84.2			$	352.5			$	(35.4)		$	317.1
Restructuring costs		2.2				1.4				—				3.6				(0.1)			3.5
Asset impairment charges		—				—				—				—				1.7			1.7
Impacts related to Russia-Ukraine war		3.2				5.0				—				8.2				—			8.2
Acquisition-related net expenses		—				3.2				—				3.2				0.5			3.7
Other(a)		1.0				1.2				—				2.2				1.4			3.6
Adjusted operating income		$	167.1			$	118.4			$	84.2			$	369.7			$	(31.9)		$	337.8


Operating margin		15.4		%		15.6		%		17.5		%		15.9		%		N/A			14.3		%
Adjusted operating margin		16.0		%		17.2		%		17.5		%		16.7		%		N/A			15.3		%

(a)Includes severance charges and ~~nine months ended September 30, 2017 and 2016 are provided below.~~accelerated amortization of an intangible asset.

ITT Inc. | Q3 2023 Form 10-Q | 34

Three Months Ended September 30, 2017
Industrial
Process
Motion
Technologies
Connect & Control
Technologies
Total
Segment
Segment operating income
$ 9.9

$ 49.1

$ 17.5

$ 76.5
Restructuring costs
3.2
0.5
1.6

5.3
Acquisition-related expenses —
2.9
0.4
3.3
Realignment costs and other^(a)
3.7
—
1.2
4.9
Adjusted segment operating income
$ 16.8

$ 52.5

$ 20.7

$ 90.0
Nine Months Ended September 30, 2017
Segment operating income $ 32.0
$ 156.1
$ 47.5
$ 235.6
Restructuring costs 4.9
1.3
2.8
9.0
Acquisition-related expenses —
3.7
0.4
4.1
Realignment costs and other^(a)
4.8
—
8.5
13.3
Adjusted segment operating income $ 41.7
$ 161.1
$ 59.2
$ 262.0

Three Months Ended September 30, 2016 Industrial
Process Motion
Technologies Connect & Control
Technologies Total
Segment
Segment operating income $ 4.3
$ 45.2
$ 17.4
$ 66.9
Restructuring costs 2.9
1.1
—
4.0
Acquisition-related expenses —
0.6
—
0.6
Realignment costs and other^(a)
—
—
1.3
1.3
Adjusted segment operating income $ 7.2
$ 46.9
$ 18.7
$ 72.8
Nine Months Ended September 30, 2016
Segment operating income $ 19.6
$ 144.8
$ 46.6
$ 211.0
Restructuring costs 19.9
2.5
0.9
23.3
Acquisition-related expenses —
2.8
1.5
4.3
Realignment costs and other^(a)
4.1
(0.1 ) 3.4
7.4
Adjusted segment operating income $ 43.6
$ 150.0
$ 52.4
$ 246.0

~~(a)~~

Primarily reflects realignment costs associated with an action to move certain production lines in our Connect & Control Technologies segment in 2017 and 2016, a legal accrual of $5.0 in 2017 in our Connect & Control Technologies segment in the second quarter of 2017, a $3.7 pension curtailment in the third quarter of 2017 at our Industrial Process segment, and costs associated with a management reorganization at our Industrial Process segment during the first quarter of 2017. In the second quarter of 2016, an impairment of $4.1 was recorded at our Industrial Process segment for trade names as a result of the downturn in the upstream oil and gas market.

~~"adjusted income from continuing operations" and "adjusted income from continuing operations per diluted share" are~~•“Adjusted income from continuing operations” is defined as income from continuing operations attributable to ITT Inc. and income from continuing operations attributable to ITT Inc. per diluted share, adjusted to exclude special items that include, but are not limited to, asbestos-related costs, restructuring costs, realignment costs, certain asset impairment charges, certain acquisition-related expenses, income tax settlements or adjustments, and unusual or infrequent non-operating items. Special items represent significant charges or credits, on an after-tax basis, that impact current results, which management views as unrelated to the Company's ongoing operations and performance. We believe that adjusted income from continuing operations is useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

~~A reconciliation of adjusted~~ income from continuing operations ~~including~~attributable to ITT Inc. adjusted to exclude special items that include, but are not limited to, restructuring, certain asset impairment charges, certain acquisition-related impacts, income tax settlements or adjustments and unusual or infrequent items. Special items represent charges or credits, on an after-tax basis, that impact current results, which management views as unrelated to the Company’s ongoing operations and performance. The after-tax basis of each special item is determined using the jurisdictional tax rate of where the expense or benefit occurred. “Adjusted income from continuing operations per diluted ~~share,~~share” (adjusted EPS) is ~~provided below.~~defined as adjusted income from continuing operations divided by diluted weighted average common shares outstanding. We believe that adjusted income from continuing operations and adjusted EPS are useful to investors and other users of our financial statements in evaluating ongoing operating profitability, as well as in evaluating operating performance in relation to our competitors.

The following table includes reconciliations of income from continuing operations to adjusted income from continuing operations.


	Three Months Ended				Nine Months Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Income from continuing operations attributable to ITT Inc.	$	110.8	$	102.5	$	319.0	$	253.1
Tax-related special items expense (benefit)(a)	0.3		(6.8)		(3.8)		(4.9)
Restructuring costs, net of tax benefit of $(0.5), $(0.3), $(0.7) and $(1.0) respectively	1.4		0.7		2.1		2.5
Asset impairment charges, net of tax benefit of $—, $—, $— and $(0.4), respectively	—		—		—		1.3
Impacts related to Russia-Ukraine war, net of tax impacts of $—, $—, $0.5 and $(1.7), respectively	0.5		0.2		4.2		6.5


Acquisition-related costs, net of tax benefit of $—, $(0.7), $(0.3) and $(0.8), respectively	—		2.9		1.3		2.9
Other special items, net of tax benefit of $—, $(0.1), $(0.3) and $(0.9) respectively(b)	—		0.1		(2.7)		2.7
Adjusted income from continuing operations	$	113.0	$	99.6	$	320.1	$	264.1
Income from continuing operations attributable to ITT Inc. per diluted share (EPS)	$	1.34	$	1.23	$	3.86	$	3.02
Adjusted EPS	$	1.37	$	1.20	$	3.87	$	3.15

(a)Year-to-date period of 2023 tax-related special items primarily reflect benefits from valuation allowance reversals ($16.1) and the amendment of our federal tax return ($4.9), partially offset by a settlement expense related to a tax audit in Italy ($14.4) and tax on future distribution of foreign earnings ($2.2). Year-to-date period of 2022 tax-related special items primarily reflect tax on future distribution of foreign earnings ($5.8) and the write-down of a tax receivable ($2.1) partially offset by a benefit from valuation allowance reversals ($1.9).

(b)2023 other special items primarily consist of income from a recovery of costs associated with the 2020 lease termination of a legacy site and interest expense related to a tax audit settlement in Italy. 2022 other special items primarily consist of severance costs.

ITT Inc. | Q3 2023 Form 10-Q | 35

Three Months Nine Months
For the Periods Ended September 30 2017 2016 2017 2016
Income from continuing operations attributable to ITT Inc. $ 87.0
$ 88.3
$ 181.0
$ 158.3
Net asbestos-related benefit, net of tax expense of $23.2, $25.2, $12.2 and $14.9, respectively (39.6 ) (42.9 ) (20.8 ) (25.4 )
Restructuring costs, net of tax benefit of $1.3, $3.3, $2.6 and $6.3, respectively 3.4
0.7
6.4
17.5
Realignment costs, net of tax benefit of $0.7, $0.7, $3.4 and $1.4, respectively^(a)
0.8
1.3
5.6
2.8
Tax-related special items^(b)
1.3
5.1
(5.0 ) 8.6
Acquisition-related costs, net of tax benefit of $0.6, $0.4, $0.9, and $1.7, respectively 2.9
0.2
3.4
2.6
Other unusual or infrequent items, net of tax benefit of $1.4, $0.2, $0.0 and $0.1, respectively^(c)
2.3
(0.7 ) 2.8
1.1
Adjusted income from continuing operations attributable to ITT Inc. $ 58.1
$ 52.0
$ 173.4
$ 165.5
Income from continuing operations attributable to ITT Inc. per diluted share $ 0.98
$ 0.98
$ 2.03
$ 1.76
Adjusted income from continuing operations attributable to ITT Inc. per diluted share $ 0.66
$ 0.58
$ 1.95
$ 1.84


~~(a)~~	Realignment costs include 2017 costs associated with the pending sale of excess property, costs associated with a management reorganization at our Industrial Process segment in the first quarter of 2017 and costs associated with an action to move certain production lines in our Connect & Control Technologies segment in both 2017 and 2016.

~~(b)~~

Tax-related special items for the three and nine months ended September 30, 2017 primarily relate to tax expense due to the distribution of foreign earnings offset by a tax benefit on undistributed foreign earnings and tax benefits on uncertain tax positions. Tax-related special items for the three and nine months ended September 30, 2016 primarily relate to tax expense due to distributions of foreign earnings offset by a benefit for previously unrecognized tax positions.

~~(c)~~

Other unusual or infrequent items in 2017 primarily consist of a pension curtailment, as well as second quarter items which include a legal accrual of $5, income of $3.8 related to an amendment to the environmental QSF and interest income from the reversal of uncertain tax positions taken in prior years. Other unusual or infrequent items in 2016 primarily consist of an impairment of $4.1 recorded in the second quarter of 2016 at our Industrial Process segment for trade names as a result of the downturn in the upstream oil and gas market offset by interest income from the reversal of uncertain tax positions taken in prior years.

"adjusted free cash flow" is defined as net cash provided by operating activities less capital expenditures, adjusted for cash payments for restructuring costs, realignment actions, net asbestos cash flows and other significant items that impact current results which management views as unrelated to the Company's ongoing operations and performance. Due to other financial obligations and commitments, including asbestos expenses, the entire free cash flow may not be available for discretionary purposes. We believe that adjusted free cash flow provides useful information to investors as it provides insight into the primary cash flow metric used by management to monitor and evaluate cash flows generated by our operations. A reconciliation of adjusted free cash flow is provided below.

For the Nine Months Ended September 30 2017 2016
Net cash provided by operating activities $ 178.4
$ 146.7
Capital expenditures (79.2 ) (68.1 )
Restructuring cash payments 13.8
22.7
Net asbestos cash flows 39.5
24.5
Realignment and discretionary pension payments 12.2
4.2
Adjusted free cash flow $ 164.7
$ 130.0

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2,Recent Accounting Pronouncements, to the Consolidated Condensed Financial Statements for information on recent accounting pronouncements.

CRITICAL ACCOUNTING ESTIMATES

The preparation of ~~ITT's~~the Company’s financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. ~~ITT~~The Company believes the most complex and sensitive judgments, because of their significance to the Consolidated Condensed Financial Statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations in the ~~2016~~2022 Annual Report describes the critical accounting estimates that are used in the preparation of the Consolidated Condensed Financial Statements. Actual results in these areas could differ from ~~management's~~management’s estimates. There have been no ~~significant~~material changes concerning ~~ITT's~~the Company’s critical accounting estimates as described in our ~~2016~~2022 Annual ~~Report.~~Report.



~~ITEM 3.~~	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the information concerning market risk as stated in our ~~2016~~2022 Annual ~~Report.~~Report. See Note 17, Derivative Financial Instruments, to the Consolidated Condensed Financial Statements for information on the Company’s use of derivative financial instruments to mitigate exposure from foreign currency exchange rate fluctuations and commodity price fluctuations.



~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Chief Executive Officer and Chief Financial Officer of the Company have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) as of the end of the period covered by this ~~report.~~Report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this ~~report,~~Report, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the ~~last fiscal quarter~~period covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITT Inc. | Q3 2023 Form 10-Q | 36

PART II. OTHER INFORMATION



~~ITEM 1.~~	ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings that are incidental to the operation of our ~~businesses. Some~~business. For a discussion 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. Descriptions of certain legal proceedings, ~~to which the Company is a party are contained in~~see Note ~~17,~~ 16, Commitments and Contingencies, to the Consolidated Condensed Financial ~~Statements included in Part I, Item 1 of this Report and are incorporated by reference herein. Such descriptions include the following recent developments:~~Statements.

~~Asbestos Proceedings~~

Subsidiaries of ITT, ITT LLC and Goulds Pumps LLC, are joined as a defendant with numerous other companies in product liability lawsuits alleging personal injury due to asbestos exposure. These claims allege that certain of their products sold 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. Frequently, the plaintiffs are unable to identify any ITT LLC or Goulds Pumps LLC products as a source of asbestos exposure. In addition, a large majority of claims pending against the Company subsidiaries have been placed on inactive dockets because the plaintiff cannot demonstrate a significant compensable loss. Our experience to date is that a substantial portion of resolved claims have been dismissed without payment by the Company's subsidiaries.

We record a liability for pending asbestos claims and asbestos claims estimated to be filed over the next 10 years. While it is probable that we will incur additional costs for future claims to be filed against the Company, a liability for potential future claims beyond the next 10 years is not reasonably estimable due to the variables and uncertainties inherent in the long-term projection of the Company's asbestos exposures and potential recoveries. As of September 30, 2017, we have recorded an undiscounted asbestos-related liability for pending claims and unasserted claims estimated to be filed over the next 10 years of $875.5, including expected legal fees, and an associated asset of $374.3 which represents estimated recoveries from insurers, resulting in a net asbestos exposure of $501.2.

~~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 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.

~~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.



~~ITEM 1A.~~	ITEM 1A. RISK FACTORS

Reference is made to the risk factors set forth in Part I, Item 1A, ~~"Risk Factors,"~~“Risk Factors”, of our ~~2016~~2022 Annual Report, which are incorporated by reference herein. ~~There~~Other than as set forth below, there have been no material changes with regard to the risk factors disclosed in such report.

Our operations could be disrupted and our business could be materially and adversely affected by cybersecurity incidents.

The efficient operation of our business is dependent on information technology (IT) systems, some of which are owned or managed by third parties. In the ordinary course of business, we collect and store confidential information, including proprietary business information belonging to us, our customers, suppliers, business partners and other third parties, as well as personally identifiable information of our employees and others.

Our information technology systems and those of third-party service providers may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, cybersecurity incidents and user errors. Although we actively manage the risks to our information technology systems that are within our control, we can provide no assurance that our actions or those of our third-party service providers will always be successful in eliminating or mitigating risks to our systems, networks or data. Even the most well-protected information technology systems are vulnerable to internal and external cybersecurity incidents including, but not limited to, those by employees and by computer hackers and other threat actors utilizing techniques such as phishing, ransomware or denial of service attacks. We have experienced cybersecurity incidents in the past, including the MOVEit incident described in our Quarterly Report on Form 10-Q for the quarter ended July 1, 2023, which have not had a material impact on our operations or financial results. If we experience a disruption in our information technology systems, it could result in the loss of sales and customers and significant incremental costs, which could materially adversely affect our business. In addition, as a provider of products and services to government and commercial customers, and particularly as a government contractor, we are subject to a heightened risk of cybersecurity incidents caused by computer viruses, illegal break-ins or hacking, sabotage, or acts of vandalism, including by foreign governments, hackers and cyber terrorists. Furthermore, information technology security threats are increasing in sophistication, intensity and frequency. A cybersecurity incident may occur, including breaches that we may be unable to detect in a timely manner. The unavailability of our information technology systems, the failure of these systems to perform as anticipated for any reason, or any significant breach of security could cause significant disruption to our business or could result in decreased performance and increased costs.

We continue to monitor data security regulations in the jurisdictions in which we operate. The processing and storage of certain information is increasingly subject to privacy and data security regulations, and many such regulations are country-specific. The interpretation and application of data protection laws in the U.S., Europe, and elsewhere are uncertain, evolving and may be inconsistent across jurisdictions. Compliance with these various laws may be onerous and require us to incur substantial costs or to change our business practices in a manner that adversely affects our business, while failure to comply with such laws may subject us to substantial penalties.

If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our security processes and procedures and our compliance with evolving privacy and data security regulations and government cybersecurity requirements for government contractors, potentially causing us to lose business. A breach could also result in the loss of our intellectual property, potentially impacting our long-term capability to compete for sales of affected products. In addition, a breach of security of our information technology systems could result in litigation, regulatory action and potential liability, as well as increased costs to implement further information security measures. If we are unable to prevent, detect or adequately respond to cybersecurity incidents, our operations could be disrupted, our reputation could be harmed and our business could be materially and adversely affected.

ITT Inc. | Q3 2023 Form 10-Q | 37



~~ITEM 2.~~	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Purchases~~On October 30, 2019, the Board of ~~equity securities by~~Directors approved an indefinite term $500 share repurchase program (the 2019 Plan). As of the ~~issuer and affiliated purchasers~~three months ended September 30, 2023, there was $78.8 of remaining authorization left under the 2019 Plan.

On October 4, 2023, the Board of Directors approved an indefinite term $1,000 open-market share repurchase program (the 2023 Plan).

There were no open-market share repurchases during the three months ended September 30, 2023.

(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

PERIOD
TOTAL
NUMBER
OF SHARES
PURCHASED
AVERAGE
PRICE
PAID
PER SHARE⁽¹⁾
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS⁽²⁾
MAXIMUM DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS⁽²⁾
7/1/2017 - 7/31/2017 —
$ —
—
$ 140.6

8/1/2017 - 8/31/2017 —
$ —
—
$ 140.6

9/1/2017 - 9/30/2017 —
$ —
—
$ 140.6


~~(1)~~	~~Average price paid per share is calculated on a settlement basis and includes commissions.~~

~~(2)~~

On October 27, 2006, our Board of Directors approved a three-year $1 billion Share Repurchase Program. On December 16, 2008, our Board of Directors modified the provisions of the Share Repurchase Program to replace the original three-year term with an indefinite term. As of September 30, 2017, we had repurchased 21.2 shares for $859.4, including commissions, under the Share Repurchase Program. The program is consistent with our capital allocation process, which has centered on those investments necessary to grow our businesses organically and through acquisitions, while also providing cash returns to shareholders. Our strategy for cash flow utilization is to invest in our business, execute strategic acquisitions, pay dividends and repurchase common stock.



~~ITEM 3.~~	ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.



~~ITEM 4.~~	ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.



~~ITEM 5.~~	ITEM 5. OTHER INFORMATION

Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)

This disclosure is made pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 which added subsection (r) to Section 13 of the Exchange Act (Section 13(r)). Section 13(r) requires an issuer to disclose in its annual or quarterly reports whether it or any of its affiliates have knowingly engaged in certain activities, transactions or dealings relating to Iran. Disclosure of such activities, transactions or dealings is required even when conducted outside the United States by non-U.S. persons in compliance with applicable law, and whether or not such activities are sanctionable under U.S. law.

In its 2012 Annual Report, ITT described its acquisition of all the shares of Joh. Heinr. Bornemann GmbH (Bornemann) in November 2012, as well as certain activities of Bornemann in Iran and the wind down of those activities in accordance with a General License issued on December 26, 2012 ~~(the General License)~~ by the Office of Foreign Assets ~~Control.~~Control (the General License). As permitted by the General License, on or before March 8, 2013, Bornemann completed the wind-down activities and ceased all activities in Iran. As required to be disclosed by Section 13(r), the gross revenues and operating income to Bornemann from its Iranian activities subsequent to its acquisition by ITT were ~~Euros 2.2~~€2.2 million euros and ~~Euros 1.5~~€1.5 million euros, respectively. Prior to its acquisition by ITT, Bornemann issued a performance bond to its Iranian customer in the amount of ~~Euros 1.3~~€1.3 million euros (the Bond). Bornemann requested that the Bond be canceled prior to March 8, 2013; however, the former customer refused this request and as a result the Bond remains outstanding. Bornemann did not receive gross revenues or operating income, or pay interest, with respect to the Bond in any subsequent periods through September 30, ~~2017,~~2023, however, Bornemann did pay fees ~~in 2016~~ of approximately ~~Euros 11~~€5 thousand euros during the nine months ended September 30, 2023 and approximately €7 thousand euros during 2022 to the German financial institution which is maintaining the Bond.

Rule 10b5-1 Trading Plans

During the third quarter ended September 30, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

ITT Inc. | Q3 2023 Form 10-Q | 38

ITEM 6. EXHIBITS



~~ITEM 6.~~EXHIBIT NUMBER			~~EXHIBITS~~

DESCRIPTION

~~EXHIBIT NUMBER~~(31.1)		~~DESCRIPTION~~

~~(31.1)~~	Certification pursuant to Rule 13a-14(a)/15d-14 (a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(31.2)		Certification pursuant to Rule 13a-14(a)/15d-14 (a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32.1)		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(32.2)		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(101)		The following materials from ITT Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2017,~~2023, formatted in Inline XBRL ~~(Extensible~~(Inline Extensible Business Reporting Language): (i) Consolidated Condensed Statements of Operations, (ii) Consolidated Condensed Statements of Comprehensive Income, (iii) Consolidated Condensed Balance Sheets, (iv) Consolidated Condensed Statements of Cash Flows, (v) Consolidated Condensed Statements of Changes in ~~Shareholders'~~Shareholders’ Equity, ~~and~~ (vi) Notes to Consolidated Condensed Financial Statements, and (vii) Cover Page

(104)		The cover page from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (included in Exhibit 101).

ITT Inc. | Q3 2023 Form 10-Q | 39

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.



		ITT Inc.
		~~ITT Inc.~~
		(Registrant)
		~~(Registrant)~~
By:		/s/ CHERYL DE MESA GRAZIANO
~~By:~~		/S~~/ STEVEN~~ ~~C. GIULIANO~~ Cheryl de Mesa Graziano
		~~Steven C. Giuliano~~
	Vice President and Chief Accounting Officer
		(Principal ~~accounting officer)~~Accounting Officer)

November 2, ~~2017~~

2023

ITT Inc. | Q3 2023 Form 10-Q | 40


For the Nine Months Ended September 30	2017			2016
For the Nine Months Ended							For the Nine Months Ended	September 30, 2023		October 1, 2022
Operating Activities							Operating Activities
Net income	$	180.4		$	160.5
Less: (Loss) income from discontinued operations	(0.3		)	2.0
Less: (Loss) income attributable to noncontrolling interests	(0.3		)	0.2
Income from continuing operations attributable to ITT Inc.	181.0			158.3			Income from continuing operations attributable to ITT Inc.	$	319.0	$	253.1
Adjustments to income from continuing operations:							Adjustments to income from continuing operations:
Depreciation and amortization	77.6			76.5			Depreciation and amortization	82.8		81.5
Stock-based compensation	12.5			9.1
Asbestos-related benefit, net	(33.0		)	(40.3		)
Asbestos-related payments, net	(39.5		)	(24.5		)
Equity-based compensation							Equity-based compensation	15.1		13.6
Gain on sale of business							Gain on sale of business	(7.2)		—

Other non-cash charges, net							Other non-cash charges, net	22.5		20.2

Changes in assets and liabilities:							Changes in assets and liabilities:
Change in receivables	(47.2		)	(13.9		)	Change in receivables	(54.7)		(120.8)
Change in inventories	(4.2		)	(8.9		)	Change in inventories	(40.9)		(111.3)
Change in contract assets							Change in contract assets	0.5		(15.6)
Change in contract liabilities							Change in contract liabilities	11.1		24.4
Change in accounts payable	3.4			(16.2		)	Change in accounts payable	16.5		54.0
Change in accrued expenses	18.3			(18.8		)	Change in accrued expenses	29.4		(30.6)
Change in accrued and deferred income taxes	19.8			33.3
Change in income taxes							Change in income taxes	(2.1)		(12.1)
Other, net	(10.3		)	(7.9		)	Other, net	(24.4)		(41.2)
Net Cash – Operating activities	178.4			146.7
Net Cash – Operating Activities							Net Cash – Operating Activities	367.6		115.2
Investing Activities							Investing Activities
Capital expenditures	(79.2		)	(68.1		)	Capital expenditures	(68.5)		(73.7)
Proceeds from sale of business							Proceeds from sale of business	10.5		—

Acquisitions, net of cash acquired	(113.7		)	(8.8		)	Acquisitions, net of cash acquired	(79.3)		(146.9)
Purchases of investments	—			(60.6		)
Maturities of investments	—			113.6
Proceeds from sale of assets	3.4			1.4
Payments to acquire interest in unconsolidated subsidiaries							Payments to acquire interest in unconsolidated subsidiaries	(1.4)		(25.6)

Other, net	0.2			—			Other, net	(3.3)		1.4
Net Cash – Investing activities	(189.3		)	(22.5		)
Net Cash – Investing Activities							Net Cash – Investing Activities	(142.0)		(244.8)
Financing Activities							Financing Activities
Commercial paper, net borrowings	17.5			56.5			Commercial paper, net borrowings	(204.3)		363.1
Short-term revolving loans, borrowings	77.3			27.7
Short-term revolving loans, repayments	(123.9		)	(78.3		)
Long-term debt, issued	3.9			—
Long-term debt, repayments	(1.1		)	(0.8		)
Repurchase of common stock	(32.9		)	(70.9		)
Proceeds from issuance of common stock	6.7			8.8

Share repurchases under repurchase plan							Share repurchases under repurchase plan	(60.0)		(245.6)
Payments for taxes related to net share settlement of stock incentive plans							Payments for taxes related to net share settlement of stock incentive plans	(6.7)		(8.5)
Dividends paid	(22.8		)	(22.6		)	Dividends paid	(71.9)		(66.1)
Excess tax benefit from equity compensation activity	—			3.4
Other, net	—			(2.2		)	Other, net	(2.3)		0.1
Net Cash – Financing activities	(75.3		)	(78.4		)
Net Cash – Financing Activities							Net Cash – Financing Activities	(345.2)		43.0
Exchange rate effects on cash and cash equivalents	22.3			9.0			Exchange rate effects on cash and cash equivalents	(10.4)		(46.3)
Net Cash – Operating activities of discontinued operations	(1.2		)	5.3
Net cash – operating activities of discontinued operations							Net cash – operating activities of discontinued operations	(0.2)		(0.1)
Net change in cash and cash equivalents	(65.1		)	60.1			Net change in cash and cash equivalents	(130.2)		(133.0)
Cash and cash equivalents – beginning of year	460.7			415.7
Cash and cash equivalents – end of period	$	395.6		$	475.8
Cash and cash equivalents – beginning of year (includes restricted cash of $0.7 and $0.8, respectively)							Cash and cash equivalents – beginning of year (includes restricted cash of $0.7 and $0.8, respectively)	561.9		648.3
Cash and Cash Equivalents – End of Period (includes restricted cash of $0.9 and $0.8, respectively)							Cash and Cash Equivalents – End of Period (includes restricted cash of $0.9 and $0.8, respectively)	$	431.7	$	515.3
Supplemental Disclosures of Cash Flow Information							Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:							Cash paid during the year for:
Interest	$	2.8		$	3.3		Interest	$	12.3	$	5.7
Income taxes, net of refunds received	$	39.6		$	37.2		Income taxes, net of refunds received	$	72.0	$	63.5


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


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


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



	September 30, 2017				December 31, 2016
Finished goods		$	59.0			$	53.0
Work in process		60.5				60.5
Raw materials		192.9				166.0
Inventoried costs related to long-term contracts		39.1				33.5
Total inventory before progress payments		351.5				313.0
Less: Progress payments		(23.6		)		(17.8		)
Inventories, net		$	327.9			$	295.2



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



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


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

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

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


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

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

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


Other	—	—		—		—		0.1		0.1

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


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

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

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

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


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



	Revenue						Operating Income						Operating Margin
For the Three Months Ended September 30	2017			2016			2017			2016			2017		2016
Industrial Process	$	196.2		$	195.0		$	9.9		$	4.3		5.0	%	2.2	%
Motion Technologies	300.1			238.7			49.1			45.2			16.4	%	18.9	%
Connect & Control Technologies	149.4			149.0			17.5			17.4			11.7	%	11.7	%
Total segment results	645.7			582.7			76.5			66.9			11.9	%	11.5	%
Asbestos-related benefit, net	—			—			62.8			68.1			—		—
Eliminations / Other corporate costs	(0.7		)	(1.0		)	(11.5		)	(0.2		)	—		—
Total Eliminations / Corporate and Other costs	(0.7		)	(1.0		)	51.3			67.9			—		—
Total	$	645.0		$	581.7		$	127.8		$	134.8		19.8	%	23.2	%

	Revenue						Operating Income						Operating Margin
For the Nine Months Ended September 30	2017			2016			2017			2016			2017		2016
Industrial Process	$	574.6		$	618.0		$	32.0		$	19.6		5.6	%	3.2	%
Motion Technologies	877.5			755.3			156.1			144.8			17.8	%	19.2	%
Connect & Control Technologies	452.3			446.8			47.5			46.6			10.5	%	10.4	%
Total segment results	1,904.4			1,820.1			235.6			211.0			12.4	%	11.6	%
Asbestos-related benefit, net	—			—			33.0			40.3			—		—
Eliminations / Other corporate costs	(2.7		)	(3.1		)	(27.5		)	(16.0		)	—		—
Total Eliminations / Corporate and Other costs	(2.7		)	(3.1		)	5.5			24.3			—		—
Total	$	1,901.7		$	1,817.0		$	241.1		$	235.3		12.7	%	12.9	%


~~(a)~~	~~Amounts reflect balances as of December 31, 2016.~~


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

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


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

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


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

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



	September 30, 2017				December 31, 2016
Land and improvements		$	29.2			$	28.2
Machinery and equipment		999.4				898.6
Buildings and improvements		258.0				244.6
Furniture, fixtures and office equipment		72.4				68.0
Construction work in progress		62.0				68.5
Other		11.0				5.3
Plant, property and equipment, gross		1,432.0				1,313.2
Less: Accumulated depreciation		(928.5		)		(848.7		)
Plant, property and equipment, net		$	503.5			$	464.5


	Useful life (in years)	September 30, 2023		December 31, 2022
Machinery and equipment	2 - 10	$	1,267.4	$	1,208.3
Buildings and improvements	5 - 40	286.8		277.6
Furniture, fixtures and office equipment	3 - 7	81.0		80.5
Construction work in progress		62.0		86.9
Land and improvements		28.5		29.3
Other		2.9		3.3
Plant, property and equipment, gross		1,728.6		1,685.9
Less: Accumulated depreciation		(1,205.4)		(1,159.1)
Plant, property and equipment, net		$	523.2	$	526.8


	September 30, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Gross Carrying Amount		Accumulated Amortization		Net Intangibles
Customer relationships	$	207.7	$	(138.0)	$	69.7	$	191.5	$	(127.1)	$	64.4
Proprietary technology	60.8		(31.1)		29.7		59.2		(30.8)		28.4
Patents and other	22.1		(17.2)		4.9		17.6		(16.6)		1.0
Finite-lived intangible total	290.6		(186.3)		104.3		268.3		(174.5)		93.8
Indefinite-lived intangibles	18.7		—		18.7		19.0		—		19.0
Other intangible assets	$	309.3	$	(186.3)	$	123.0	$	287.3	$	(174.5)	$	112.8



	September 30, 2017										December 31, 2016
	Gross Carrying Amount			Accumulated Amortization				Net Intangibles			Gross Carrying Amount			Accumulated Amortization				Net Intangibles
Customer relationships		$	165.5		$	(71.1	)		$	94.4		$	155.8		$	(59.3	)		$	96.5
Proprietary technology		54.2			(20.7		)		33.5			52.5			(16.8		)		35.7
Patents and other		13.5			(9.0		)		4.5			9.0			(7.6		)		1.4
Finite-lived intangible total		233.2			(100.8		)		132.4			217.3			(83.7		)		133.6
Indefinite-lived intangibles		27.4			—				27.4			26.7			—				26.7
Other intangible assets		$	260.6		$	(100.8	)		$	159.8		$	244.0		$	(83.7	)		$	160.3


	Useful life (in years)	Fair value
Customer relationships	20	$	18.5
Developed technology	20	5.5
Trade name	20	2.3
Backlog	<2	1.9
Other	10	0.5
Total intangible assets acquired		$	28.7



	September 30, 2017			December 31, 2016
Compensation and other employee-related benefits		$	142.8		$	120.5
Asbestos-related liabilities		77.4			76.8
Customer-related liabilities		49.2			39.9
Accrued income taxes and other tax-related liabilities		44.5			31.0
Environmental liabilities and other legal matters		30.3			25.1
Accrued warranty costs		16.1			17.4
Other accrued liabilities		39.3			39.5
Accrued liabilities		$	399.6		$	350.2
Environmental liabilities		$	58.4		$	63.2
Compensation and other employee-related benefits		35.1			33.0
Deferred income taxes and other tax-related accruals		21.8			24.9
Other		56.8			59.9
Other non-current liabilities		$	172.1		$	181.0



	September 30, 2017			December 31, 2016
Commercial paper		$	130.9		$	113.5
Short-term loans		59.1			100.0
Current maturities of long-term debt and capital leases		1.1			0.8
Short-term loans and current maturities of long-term debt		191.1			214.3
Long-term debt and capital leases		5.6			2.0
Total debt and capital leases		$	196.7		$	216.3


						# of Awards Granted	Weighted Average Grant Date Fair Value Per Share
	# of Awards Granted	Weighted Average Grant Date Fair Value Per Share
Restricted stock units (RSUs)	0.4		$	41.86	Restricted stock units (RSUs)	0.2	$	92.47
Performance stock units (PSUs)	0.1		$	44.87	Performance stock units (PSUs)	0.1	$	112.59



~~For the Nine Months Ended September 30 (in thousands)~~	~~2017~~
~~Pending claims – Beginning~~	30
~~New claims~~	3
~~Settlements~~	(1	)
~~Dismissals~~	(5	)
~~Pending claims – Ending~~	27



Cash	$	9.4
Receivables	11.5
Inventory	13.6
Plant, property and equipment	14.1
Goodwill	79.5
Other intangible assets	9.7
Other assets	6.0
Accounts payable and accrued liabilities	(14.8		)
Postretirement liabilities	(3.8		)
Other liabilities	(2.1		)
Net assets acquired	$	123.1


Preliminary Allocation of Purchase Price
Receivables	$	2.7
Inventory	5.6
Plant, property and equipment	6.0
Goodwill	45.7
Other intangible assets	28.7
Other assets	0.3
Accounts payable and accrued liabilities	(2.3)
Other liabilities	(7.4)
Net assets acquired	$	79.3



Revenue	Segment Operating Income	Segment Operating Margin	EPS
$822	$157	19.1%	$1.34
9% Increase	19% Increase	150bp Increase	9% Increase
Organic Revenue	Adjusted Segment Operating Income	Adjusted Segment Operating Margin	Adjusted EPS
$795	$160	19.4%	$1.37
5% Increase	17% Increase	120bp Increase	14% Increase


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


For the Three Months Ended	September 30, 2023		October 1, 2022		Change		Organic Growth(a)
Motion Technologies	$	359.5	$	342.2	5.1	%	0.6	%
Industrial Process	279.8		248.5		12.6	%	10.9	%
Connect & Control Technologies	184.0		163.2		12.7	%	7.7	%
Eliminations	(1.2)		(0.3)
Total Revenue	$	822.1	$	753.6	9.1	%	5.4	%

For the Nine Months Ended	September 30, 2023		October 1, 2022		Change		Organic Growth(a)
Motion Technologies	$	1,093.1	$	1,043.6	4.7	%	4.1	%
Industrial Process	839.9		690.3		21.7	%	19.3	%
Connect & Control Technologies	523.8		481.0		8.9	%	6.8	%
Eliminations	(2.9)		(1.8)
Total Revenue	$	2,453.9	$	2,213.1	10.9	%	9.4	%


	September 30, 2023		December 31, 2022
Commercial Paper Outstanding - U.S. Program	$	5.0	$	299.2
Commercial Paper Outstanding - Euro Program	237.7		149.1
Total Commercial Paper Outstanding	$	242.7	$	448.3



Three Months Ended September 30	Industrial Process				Motion Technologies				Connect & Control Technologies				Eliminations				Total ITT
2017 Revenue		$	196.2			$	300.1			$	149.4			$	(0.7	)		$	645.0
(Acquisitions)/divestitures, net		—				(19.6		)		—				—				(19.6		)
Foreign currency translation		(1.4		)		(13.5		)		(0.7		)		—				(15.6		)
2017 Organic revenue		$	194.8			$	267.0			$	148.7			$	(0.7	)		$	609.8

2016 Revenue		$	195.0			$	238.7			$	149.0			$	(1.0	)		$	581.7
Organic (decline) growth		(0.1		)%		11.9		%		(0.2		)%						4.8		%

Nine Months Ended September 30
2017 Revenue		$	574.6			$	877.5			$	452.3			$	(2.7	)		$	1,901.7
(Acquisitions)/divestitures, net		—				(55.6		)		—				—				(55.6		)
Foreign currency translation		(1.2		)		(0.4		)		0.8				—				(0.8		)
2017 Organic revenue		$	573.4			$	821.5			$	453.1			$	(2.7	)		$	1,845.3

2016 Revenue		$	618.0			$	755.3			$	446.8			$	(3.1	)		$	1,817.0
Organic (decline) growth		(7.2		)%		8.8		%		1.4		%						1.6		%



Three Months Ended September 30, 2017	Industrial Process			Motion Technologies			Connect & Control Technologies			Total Segment
Segment operating income		$	9.9		$	49.1		$	17.5		$	76.5
Restructuring costs		3.2			0.5			1.6			5.3
Acquisition-related expenses		—			2.9			0.4			3.3
Realignment costs and other^(a)		3.7			—			1.2			4.9
Adjusted segment operating income		$	16.8		$	52.5		$	20.7		$	90.0
Nine Months Ended September 30, 2017
Segment operating income		$	32.0		$	156.1		$	47.5		$	235.6
Restructuring costs		4.9			1.3			2.8			9.0
Acquisition-related expenses		—			3.7			0.4			4.1
Realignment costs and other^(a)		4.8			—			8.5			13.3
Adjusted segment operating income		$	41.7		$	161.1		$	59.2		$	262.0



Three Months Ended September 30, 2016	Industrial Process			Motion Technologies				Connect & Control Technologies			Total Segment
Segment operating income		$	4.3		$	45.2			$	17.4		$	66.9
Restructuring costs		2.9			1.1				—			4.0
Acquisition-related expenses		—			0.6				—			0.6
Realignment costs and other^(a)		—			—				1.3			1.3
Adjusted segment operating income		$	7.2		$	46.9			$	18.7		$	72.8
Nine Months Ended September 30, 2016
Segment operating income		$	19.6		$	144.8			$	46.6		$	211.0
Restructuring costs		19.9			2.5				0.9			23.3
Acquisition-related expenses		—			2.8				1.5			4.3
Realignment costs and other^(a)		4.1			(0.1		)		3.4			7.4
Adjusted segment operating income		$	43.6		$	150.0			$	52.4		$	246.0



(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) PERIOD	TOTAL NUMBER OF SHARES PURCHASED	AVERAGE PRICE PAID PER SHARE⁽¹⁾			TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS⁽²⁾		MAXIMUM DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS⁽²⁾
7/1/2017 - 7/31/2017	—		$	—		—		$	140.6
8/1/2017 - 8/31/2017	—		$	—		—		$	140.6
9/1/2017 - 9/30/2017	—		$	—		—		$	140.6