UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20202021
or
☐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 Indiana81-1197930
(State or Other Jurisdiction

of Incorporation or Organization)
(I.R.S. Employer

Identification Number)
1133 Westchester Avenue,, White Plains,, NY10604
(Principal Executive Office)
Telephone Number: (914)641-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $1 per shareITTNew 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 and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☑    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☑    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
☑Large accelerated filer☐Accelerated filer☐Non-accelerated filer☐Smaller reporting company
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No  ☑
As of April 29, 2020,May 5, 2021, there were 86.386.1 million shares of common stock ($1 par value per share) of the issuer outstanding.



TABLE OF CONTENTS
ITEM
  
PAGE
PART I – FINANCIAL INFORMATION
1.
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
7
Note 4. Revenue
8
Note 5. Restructuring Actions
9
Note 6. Income Taxes
10
Note 7. Earnings Per Share Data
10
Note 8. Receivables, Net
11
Note 9. Inventories, Net
11
Note 10. Other Current and Non-Current Assets
12
Note 11. Plant, Property and Equipment, Net
12
Note 12. Goodwill and Other Intangible Assets, Net
13
Note 13. Accrued Liabilities and Other Non-Current Liabilities
14
Note 14. Debt
14
Note 15. Postretirement Benefit Plans
15
Note 16. Long-Term Incentive Employee Compensation
16
Note 17. Capital Stock
16
Note 18. Accumulated Other Comprehensive Loss
17
Note 19. Commitments and Contingencies
17
2.
Overview
20
Discussion of Financial Results
22
Liquidity
25
Key Performance Indicators and Non-GAAP Measures
28
Recent Accounting Pronouncements
31
Critical Accounting Estimates
31
3.
31
4.
31
PART II – OTHER INFORMATION
1.
32
1A.
32
2.
32
3.
32
4.
32
5.
33
6.
33
34

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
6
 
Note 2. Recent Accounting Pronouncements
7
 
Note 3. Segment Information
7
 
Note 4. Revenue
8
 
Note 5. Restructuring Actions
9
 
Note 6. Income Taxes
10
 
Note 7. Earnings Per Share Data
10
 
Note 8. Receivables, Net
11
 
Note 9. Inventories, Net
12
 
Note 10. Other Current and Non-Current Assets
12
 
Note 11. Plant, Property and Equipment, Net
12
 
Note 12. Goodwill and Other Intangible Assets, Net
13
 
Note 13. Accrued Liabilities and Other Non-Current Liabilities
14
 
Note 14. Debt
14
 
Note 15. Postretirement Benefit Plans
16
 
Note 16. Long-Term Incentive Employee Compensation
16
 
Note 17. Capital Stock
17
 
Note 18. Accumulated Other Comprehensive Loss
17
 
Note 19. Commitments and Contingencies
17
 
Note 20. Acquisitions
20
   
2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Overview
21
 
Discussion of Financial Results
24
 
Liquidity
27
 
Key Performance Indicators and Non-GAAP Measures
31
 
Recent Accounting Pronouncements
33
 
Critical Accounting Estimates
33
3.
Quantitative and Qualitative Disclosures about Market Risk
33
4.
Controls and Procedures
33
PART II – OTHER INFORMATION
1.
Legal Proceedings
34
1A.
Risk Factors
34
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
38
 
Signature
39



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.itt.com/investors 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 1133 Westchester Avenue, White Plains, New York 10604 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 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.
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:
•impacts on our business due to the COVID-19 pandemic and the timing, effectiveness and availability of vaccines or other medical remedies and people’s attitudes towards receiving them; including disruptions to our operations and demand for our products, increased costs, disruption of supply chain and other constraints in the availability of key commodities and other necessary services, government-mandated site closures, employee illness or loss of key personnel, the impact of travel restrictions and stay-in-place restrictions on our business and workforce, customer and supplier bankruptcies, impacts to the global economy and financial markets, and liquidity challenges in accessing capital markets;
•uncertain global economic and capital markets conditions, including due to COVID-19, trade disputes between the U.S. and its trading partners, the new U.S. administration, political and social unrest, and the availability and fluctuations in prices of steel, oil, price war between Saudi Arabiacopper, and Russia;other commodities;
•uncertainties regarding our exposure to pending and future asbestos claims and related liabilities and insurance recoveries;
•risks due to our operations and sales outside the U.S. and in emerging markets;
•fluctuations in foreign currency exchange rates;
•fluctuations in demand or customers’ levels of capital investment and maintenance expenditures, especially in the oil and gas, chemical, and mining markets, or changes in our customers’ anticipated production schedules, such as shiftsespecially in the production of Boeing’s 737 MAX;commercial aerospace market;
•failure to compete successfully and innovate in our markets;
•the extent to which there are quality problems with respect to manufacturing processes or finished goods;
failure to integrate acquired businesses or achieve expected benefits from such acquisitions;


•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;
•volatility in raw material prices and our suppliers’ ability to meet quality and delivery requirements;
•failure to manage the distribution of products and services effectively;

•loss of or decrease in sales from our most significant customer;customers;
•fluctuations in our effective tax rate;
•failure to retain existing senior management, engineering and other key personnel and attract and retain new qualified personnel;
•failure to protect our intellectual property rights or violations of the intellectual property rights of others;
•the risk of material business interruptions, particularly at our manufacturing facilities;
•the risk of cybersecurity breaches;
•changes in laws relating to the use and transfer of personal and other information;
•failure of portfolio management strategies, including cost-saving initiatives, to meet expectations;
•changes in environmental laws or regulations, discovery of previously unknown or more extensive contamination, or the failure of a potentially responsible party to perform;
•failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation, export controls and trade sanctions, including recently announced tariffs;
•risk of product liability claims and litigation; and
•risk of liabilities from past divestitures and spin-offs.
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 SEC, including our Annual Report on Form 10-K for the year ended December 31, 20192020 (particularly under the caption “Risk Factors”), our Quarterly Reports on Form 10-Q and in other documents we file from time to time with the SEC.
The forward-looking statements included in this Report speak only as of the date of this Report. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
For the Three Months Ended March 312020 2019For the Three Months Ended March 3120212020
Revenue$663.3
 $695.5
Revenue$698.4 $663.3 
Costs of revenue453.9
 476.7
Costs of revenue469.4 453.9 
Gross profit209.4
 218.8
Gross profit229.0 209.4 
General and administrative expenses60.2
 51.9
General and administrative expenses52.1 57.1 
Sales and marketing expenses41.6
 40.2
Sales and marketing expenses36.7 41.6 
Research and development expenses22.7
 23.5
Research and development expenses24.3 22.7 
Asbestos-related (benefit) costs, net(40.7) 12.6
Asbestos-related costs (benefit), netAsbestos-related costs (benefit), net2.4 (40.7)
Restructuring costsRestructuring costs3.6 3.1 
Asset impairment charges16.3
 —
Asset impairment charges0 16.3 
Operating income109.3
 90.6
Operating income109.9 109.3 
Interest and non-operating expenses (income), net0.6
 (0.5)
Interest and non-operating (income) expenses, netInterest and non-operating (income) expenses, net(1.3)0.6 
Income from continuing operations before income tax expense108.7
 91.1
Income from continuing operations before income tax expense111.2 108.7 
Income tax expense24.7
 19.7
Income tax expense24.7 24.7 
Income from continuing operations84.0
 71.4
Income from continuing operations86.5 84.0 
Income from discontinued operations, net of tax expense of $0.4 and $0.0, respectively1.1
 —
Income from discontinued operations, net of tax expense of $0.0 and $0.4, respectivelyIncome from discontinued operations, net of tax expense of $0.0 and $0.4, respectively0 1.1 
Net income85.1
 71.4
Net income86.5 85.1 
Less: Income attributable to noncontrolling interests0.3
 0.1
Less: Income attributable to noncontrolling interests0.3 0.3 
Net income attributable to ITT Inc.$84.8
 $71.3
Net income attributable to ITT Inc.$86.2 $84.8 
   
Amounts attributable to ITT Inc.:   Amounts attributable to ITT Inc.:
Income from continuing operations, net of tax$83.7
 $71.3
Income from continuing operations, net of tax$86.2 $83.7 
Income from discontinued operations, net of tax1.1
 —
Income from discontinued operations, net of tax0 1.1 
Net income attributable to ITT Inc.$84.8
 $71.3
Net income attributable to ITT Inc.$86.2 $84.8 
   
Earnings per share attributable to ITT Inc.:   Earnings per share attributable to ITT Inc.:
Basic:   
Basic earnings per share:Basic earnings per share:
Continuing operations$0.96
 $0.81
Continuing operations$1.00 $0.96 
Discontinued operations0.01
 —
Discontinued operations0 0.01 
Net income$0.97
 $0.81
Net income$1.00 $0.97 
Diluted:   
Diluted earnings per share:Diluted earnings per share:
Continuing operations$0.95
 $0.80
Continuing operations$0.99 $0.95 
Discontinued operations0.01
 —
Discontinued operations0 0.01 
Net income$0.96
 $0.80
Net income$0.99 $0.96 
Weighted average common shares – basic87.4
 87.6
Weighted average common shares – basic86.3 87.4 
Weighted average common shares – diluted88.2
 88.6
Weighted average common shares – diluted86.9 88.2 
The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the statementsStatements of operations.Operations.
1

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(IN MILLIONS) 
 
For the Three Months Ended March 3120212020
Net income$86.5 $85.1 
Other comprehensive loss:
Net foreign currency translation adjustment(30.0)(51.3)
Net change in postretirement benefit plans, net of tax (expense) benefits of $(0.1) and $0.3, respectively0 0.9 
Other comprehensive loss(30.0)(50.4)
Comprehensive income56.5 34.7 
Less: Comprehensive income attributable to noncontrolling interests0.3 0.3 
Comprehensive income attributable to ITT Inc.$56.2 $34.4 
Disclosure of reclassification adjustments to postretirement benefit plans
Reclassification adjustments (see Note 15):
Amortization of prior service benefit, net of tax expense of $(0.3) and $(0.3), respectively$(1.0)$(0.9)
Amortization of net actuarial loss, net of tax benefits of $0.2 and $0.6, respectively1.0 1.8 
Net change in postretirement benefit plans, net of tax$0 $0.9 
For the Three Months Ended March 312020 2019
Net income$85.1
 $71.4
Other comprehensive loss:   
Net foreign currency translation adjustment(51.3) (2.4)
Net change in postretirement benefit plans, net of tax benefits of $0.3 and $0.2, respectively0.9
 0.6
Other comprehensive loss(50.4) (1.8)
Comprehensive income34.7
 69.6
Less: Comprehensive income attributable to noncontrolling interests0.3
 0.1
Comprehensive income attributable to ITT Inc.$34.4
 $69.5
Disclosure of reclassification adjustments to postretirement benefit plans   
Reclassification adjustments (see Note 15):   
Amortization of prior service benefit, net of tax expense of $(0.3) and $(0.3), respectively$(0.9) $(0.8)
Amortization of net actuarial loss, net of tax benefits of $0.6 and $0.5, respectively1.8
 1.4
Net change in postretirement benefit plans, net of tax$0.9
 $0.6
The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the
Statements of Comprehensive Income.
2

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 
March 31,
2021		December 31,
2020
Assets
Current assets:
Cash and cash equivalents$780.2 $859.8 
Receivables, net546.3 507.5 
Inventories, net374.7 360.5 
Other current assets190.8 189.5 
Total current assets1,892.0 1,917.3 
Plant, property and equipment, net501.2 525.1 
Goodwill933.4 944.8 
Other intangible assets, net100.3 106.4 
Asbestos-related assets330.8 353.7 
Deferred income taxes156.3 158.3 
Other non-current assets265.7 272.0 
Total non-current assets2,287.7 2,360.3 
Total assets$4,179.7 $4,277.6 
Liabilities and Shareholders’ Equity
Current liabilities:
Commercial paper and current maturities of long-term debt$61.2 $106.8 
Accounts payable327.0 306.8 
Accrued liabilities438.3 457.4 
Total current liabilities826.5 871.0 
Asbestos-related liabilities818.3 840.6 
Postretirement benefits222.8 227.5 
Other non-current liabilities204.2 210.6 
Total non-current liabilities1,245.3 1,278.7 
Total liabilities2,071.8 2,149.7 
Shareholders’ equity:
Common stock:
Authorized – 250.0 shares, $1 par value per share
Issued and outstanding – 86.1 shares and 86.5 shares, respectively86.1 86.5 
Retained earnings2,329.4 2,319.3 
Total accumulated other comprehensive loss(309.4)(279.4)
Total ITT Inc. shareholders’ equity2,106.1 2,126.4 
Noncontrolling interests1.8 1.5 
Total shareholders’ equity2,107.9 2,127.9 
Total liabilities and shareholders’ equity$4,179.7 $4,277.6 
The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the statements of comprehensive income.Balance Sheets.
3

CONSOLIDATED CONDENSED BALANCE SHEETSSTATEMENTS OF CASH FLOWS (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) MILLIONS)
 March 31,
2020		 December 31,
2019
Assets   
Current assets:   
Cash and cash equivalents$839.9
 $612.1
Receivables, net573.9
 578.4
Inventories, net382.4
 392.9
Other current assets152.0
 153.4
Total current assets1,948.2
 1,736.8
Plant, property and equipment, net511.5
 531.5
Goodwill914.4
 927.2
Other intangible assets, net119.7
 138.0
Asbestos-related assets353.6
 319.6
Deferred income taxes124.8
 138.1
Other non-current assets304.4
 316.5
Total non-current assets2,328.4
 2,370.9
Total assets$4,276.6
 $4,107.7
Liabilities and Shareholders’ Equity   
Current liabilities:   
Short-term debt and current maturities of long-term debt$386.8
 $86.5
Accounts payable323.9
 332.4
Accrued liabilities396.3
 430.8
Total current liabilities1,107.0
 849.7
Asbestos-related liabilities718.5
 731.6
Postretirement benefits211.9
 213.9
Other non-current liabilities223.6
 234.7
Total non-current liabilities1,154.0
 1,180.2
Total liabilities2,261.0
 2,029.9
Shareholders’ equity:   
Common stock:   
Authorized – 250.0 shares, $1 par value per share   
Issued and outstanding – 86.3 shares and 87.8 shares, respectively86.3
 87.8
Retained earnings2,361.8
 2,372.4
Total accumulated other comprehensive loss(435.7) (385.3)
Total ITT Inc. shareholders’ equity2,012.4
 2,074.9
Noncontrolling interests3.2
 2.9
Total shareholders’ equity2,015.6
 2,077.8
Total liabilities and shareholders’ equity$4,276.6
 $4,107.7

For the Three Months Ended March 3120212020
Operating Activities
Income from continuing operations attributable to ITT Inc.$86.2 $83.7 
Adjustments to income from continuing operations:
Depreciation and amortization28.5 27.4 
Equity-based compensation3.3 2.5 
Asbestos-related costs (benefit), net2.4 (40.7)
Asset impairment charges0 16.3 
Other non-cash charges, net6.3 11.0 
Asbestos-related payments, net(1.6)(6.1)
Changes in assets and liabilities:
Change in receivables(50.1)(13.4)
Change in inventories(21.2)0.6 
Change in accounts payable36.6 (6.4)
Change in accrued expenses(14.5)(25.2)
Change in income taxes10.4 16.5 
Other, net(15.5)(12.7)
Net Cash – Operating Activities70.8 53.5 
Investing Activities
Capital expenditures(17.2)(22.2)
Acquisitions, net of cash acquired0 (4.7)
Other, net0.1 0.7 
Net Cash – Investing Activities(17.1)(26.2)
Financing Activities
Commercial paper, net borrowings(42.6)(82.7)
Short-term revolving loans, borrowings0 378.3 
Long-term debt, repayments(0.1)0 
Repurchase of common stock(61.0)(83.4)
Proceeds from issuance of common stock0.2 0.1 
Dividends paid(19.1)(0.2)
Other, net(0.2)(0.1)
Net Cash – Financing Activities(122.8)212.0 
Exchange rate effects on cash and cash equivalents(10.4)(11.7)
Net cash – operating activities of discontinued operations(0.1)0.2 
Net change in cash and cash equivalents(79.6)227.8 
Cash and cash equivalents – beginning of year (includes restricted cash of $0.8 and $0.8, respectively)860.6 612.9 
Cash and Cash Equivalents – End of Period (includes restricted cash of $0.8 and $0.8, respectively)$781.0 $840.7 
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest$0.2 $2.3 
Income taxes, net of refunds received$13.4 $8.0 
The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the balance sheets.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN MILLIONS)Statements of Cash Flows.
4
For the Three Months Ended March 312020 2019
Operating Activities   
Income from continuing operations attributable to ITT Inc.$83.7
 $71.3
Adjustments to income from continuing operations:   
Depreciation and amortization27.4
 26.4
Equity-based compensation2.5
 4.5
Asbestos-related (benefit) costs, net(40.7) 12.6
Asset impairment charges16.3
 —
Other non-cash charges, net11.0
 7.9
Asbestos-related payments, net(6.1) (9.9)
Changes in assets and liabilities:   
Change in receivables(13.4) (47.1)
Change in inventories0.6
 (17.3)
Change in accounts payable(6.4) 18.8
Change in accrued expenses(25.2) (35.6)
Change in income taxes16.5
 9.5
Other, net(12.7) 1.0
Net Cash – Operating activities53.5
 42.1
Investing Activities   
Capital expenditures(22.2) (29.2)
Acquisitions, net of cash acquired(4.7) —
Other, net0.7
 0.4
Net Cash – Investing activities(26.2) (28.8)
Financing Activities   
Commercial paper, net repayments(82.7) —
Short-term revolving loans, borrowings378.3
 —
Long-term debt, issued—
 7.1
Long-term debt, repayments—
 (0.2)
Repurchase of common stock(83.4) (19.9)
Proceeds from issuance of common stock0.1
 5.1
Dividends paid(0.2) (13.2)
Other, net(0.1) 0.1
Net Cash – Financing activities212.0
 (21.0)
Exchange rate effects on cash and cash equivalents(11.7) 0.7
Net Cash – Operating activities of discontinued operations0.2
 (0.4)
Net change in cash and cash equivalents227.8
 (7.4)
Cash and cash equivalents – beginning of year (includes restricted cash of $0.8 and $1.0, respectively)612.9
 562.2
Cash and cash equivalents – end of period (includes restricted cash of $0.8 and $0.8, respectively)$840.7
 $554.8
Supplemental Disclosures of Cash Flow Information   
Cash paid during the year for:   
Interest$2.3
 $1.0
Income taxes, net of refunds received$8.0
 $9.3
The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the statements of cash flows.


CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) 
Common StockRetained EarningsAccumulated Other Comprehensive LossNoncontrolling InterestTotal Shareholders' Equity
(Shares)(Dollars)
December 31, 202086.5 $86.5 $2,319.3 $(279.4)$1.5 $2,127.9 
Net income— 0 86.2 0 0.3 86.5 
Activity from stock incentive plans0.3 0.3 3.2 0 0 3.5 
Share repurchases(0.7)(0.7)(60.3)0 0 (61.0)
Dividends declared ($0.22 per share)— 0 (19.0)0 0 (19.0)
Total other comprehensive loss, net of tax— 0 0 (30.0)0 (30.0)
March 31, 202186.1 $86.1 $2,329.4 $(309.4)$1.8 $2,107.9 
 Common Stock Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shareholders' Equity
 (Shares) (Dollars)        
            
December 31, 201987.8
 $87.8
 $2,372.4
 $(385.3) $2.9
 $2,077.8
            
Net income—
 —
 84.8
 —
 0.3
 85.1
Activity from stock incentive plans0.4
 0.4
 2.2
 —
 —
 2.6
Share repurchases(1.9) (1.9) (81.5) —
 —
 (83.4)
Cumulative adjustment for accounting change—
 —
 (1.2) —
 —
 (1.2)
Dividends declared ($0.169 per share)—
 —
 (14.9) —
 —
 (14.9)
Total other comprehensive loss, net of tax—
 —
 —
 (50.4) —
 (50.4)
March 31, 202086.3
 $86.3
 $2,361.8
 $(435.7) $3.2
 $2,015.6

 Common Stock Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shareholders' Equity
 (Shares) (Dollars)        
            
December 31, 201887.6
 $87.6
 $2,110.3
 $(375.5) $2.5
 $1,824.9
            
Net income—
 —
 71.3
 —
 0.1
 71.4
Activity from stock incentive plans0.6
 0.6
 8.9
 —
 —
 9.5
Share repurchases(0.4) (0.4) (19.5) —
 —
 (19.9)
Dividends declared ($0.147 per share)—
 —
 (12.9) —
 —
 (12.9)
Total other comprehensive income, net of tax—
 —
 —
 (1.8) —
 (1.8)
Other—
 —
 —
 —
 0.1
 0.1
March 31, 201987.8
 $87.8
 $2,158.1
 $(377.3) $2.7
 $1,871.3
Common StockRetained EarningsAccumulated Other Comprehensive LossNoncontrolling InterestTotal Shareholders' Equity
(Shares)(Dollars)
December 31, 201987.8 $87.8 $2,372.4 $(385.3)$2.9 $2,077.8 
Net income— 0 84.8 0 0.3 85.1 
Activity from stock incentive plans0.4 0.4 2.2 0 0 2.6 
Share repurchases(1.9)(1.9)(81.5)0 0 (83.4)
Cumulative adjustment for accounting change— — (1.2)— — (1.2)
Dividends declared ($0.169 per share)— 0 (14.9)0 0 (14.9)
Total other comprehensive loss, net of tax— 0 0 (50.4)0 (50.4)
March 31, 202086.3 $86.3 $2,361.8 $(435.7)$3.2 $2,015.6 
The accompanying Notes to the Consolidated Condensed Financial Statements are an integral part of the statementsStatements of changesChanges in shareholders’ equity.Shareholders’ Equity.
5

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS AND SHARES (EXCEPT PER SHARE AMOUNTS) IN MILLIONS, UNLESS OTHERWISE STATED)
NOTE 1
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
ITT Inc. is a diversified manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and oil and gasenergy 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: Motion Technologies (MT), consisting of friction and shock and vibration equipment; Industrial Process (IP), consisting of industrial flow equipment and services; and Connect & Control Technologies (CCT), consisting of electronic connectors, fluid handling, motion control, composite materials and noise and energy absorption products. Financial information for our segments is presented in Note 3, Segment Information.
In March 2020, the World Health Organization declared the outbreak of athe novel coronavirus (COVID-19) a pandemic, which has spread throughout the world.resulting in certain local government-mandated site closures. While most of our businesses arewere deemed essential, we have experienced certain local government-mandated site closures. The Company continues to face certain risks resulting from COVID-19 including disruption ofin our operations due to decreased customer demand, temporary plant closures, and elevated safety standards to keep our employees safe, along with increased risksafe. The Company continues to face certain risks and uncertainties resulting from COVID-19, including the severity of customera resurgence of COVID-19 or supplier bankruptcynew strains of the virus, as well as the speed of distribution of the COVID-19 vaccines and potential challenges in accessing capital markets. All ofpeople’s attitudes towards receiving the vaccines. Due to these may have a material adverse impact onuncertainties, the Company. While the disruption is currently expected to be temporary, there is uncertainty around the duration of these impacts. Therefore, while we expect this matter to negatively impact our business, results of operations,severity and financial position, the extent of certain future impacts from COVID-19 or any new strains of the virus cannot be reasonably estimated at this time. Refer to the section titled “Impact of COVID-19 on our Business” within Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional 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 known adjustments (which consist primarily of normal, recurring accruals, estimates and assumptions) necessary to state fairly the financial position, results of operations, and cash flows for the periods presented. The Consolidated Condensed Balance Sheet as of December 31, 2019,2020, presented herein, has been derived from our audited balance sheet included in our Annual Report on Form 10-K (20192020 Annual Report) for the year ended December 31, 20192020 but does not include all disclosures required by GAAP. We consistently applied the accounting policies described in the 20192020 Annual Report in preparing these unaudited financial statements, other than those related to new accounting standards adopted during the period. Refer to Note 2, Recent Accounting Pronouncements for further information.statements. These financial statements should be read in conjunction with the financial statements and notes thereto included in our 20192020 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.available and may be impacted by the duration and severity of the pandemic. Estimates and assumptions are used for, but not limited to, asbestos-related liabilities and recoveries from insurers, revenue recognition, unrecognized tax benefits, deferred tax valuation allowances, projected benefit obligations for postretirement plans, accounting for business combinations, goodwill and other intangible asset impairment testing, environmental liabilities and assets, allowance for credit losses and inventory valuation. Actual results could differ from these estimates. In the third quarter of 2020 we extended the measurement period over which we estimate our asbestos liability to include unasserted claims through 2052, which is the full time period over which we currently expect claims to be filed against us. Refer to Note 19, Commitments and Contingencies, for further information.
ITT’s quarterly financial periods end on the Saturday that is closest to the last day of the calendar quarter, except for the last quarterly period of the fiscal year, which ends on December 31st. 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 to conform to the current year presentation.
6

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.
Recent Accounting Pronouncements Recently Adopted
Measurement of Credit Losses on Financial Instruments (ASU 2016-13)Not Yet Adopted:
In June 2016,March 2020 and January 2021, the FASB issued updatedASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reformon Financial Reporting and ASU 2021-01, Reference Rate Reform (Topic 848): Scope, respectively. Together, the ASUs provide temporary optional expedients and exceptions to the U.S. GAAP guidance that requires entitieson contract modifications and hedge accounting to use a currentease the financial reporting burdens related to the expected credit loss model to measure credit-related impairments for financial instruments held at amortized cost, including trade receivables. The current expected credit loss model is based on relevant information about past events, including historical experience, conditions at the date of measurement, and reasonable and supportable forecasts that affect collectability. Current expected credit losses, and subsequent adjustments, represent an estimate of lifetime expected credit losses that are recorded as an allowance deductedmarket transition from the amortized cost of the financial instrument. The updatedLondon Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. This guidance was effective forbeginning on March 12, 2020, and the Company beginningmay elect to apply the amendments prospectively through December 31, 2022. We do not expect this guidance to have a significant impact on January 1, 2020 and was adopted using a modified retrospective transition approach, resulting in an increase in our allowance for credit losses relatedoperating results, financial position, or cash flows; however, we will continue to receivables and contract assets. Refer to Note 8, Receivables, Net for additional information. The cumulative effect ofmonitor the changes made to our consolidated January 1, 2020 balance sheet related to the adoption of ASU 2016-13 is as follows:potential impact, if adopted.
 December 31, 2019 Cumulative Effect of Adoption January 1, 2020
Receivables, net$578.4
 $(1.6) $576.8
Other current assets153.4
 (0.1) 153.3
Deferred income taxes138.1
 0.5
 138.6
Retained earnings2,372.4
 (1.2) 2,371.2

NOTE 3
SEGMENT INFORMATION
The Company’s segments are reported on the same basis used by our Chief Executive Officer, who is also our chief operating decision maker, for evaluating performance and for allocating resources. Our 3 reportable segments are referred to as: Motion Technologies, Industrial Process, and Connect & Control Technologies.
Motion Technologies manufactures brake components and specialized sealing solutions, shock absorbers and damping technologies primarily for the global automotive, truck and trailer, public bus and rail transportation markets.
Industrial Process manufactures engineered fluid process equipment serving a diversified mix of customers in global industries such as chemical, oil and gas, mining, and other industrial process markets and is a provider of plant optimization and efficiency solutions and aftermarket services and parts.
Connect & Control Technologies manufactures harsh-environment connector solutions, critical energy absorption, flow control components, and composite materials for the aerospace and defense, general industrial, medical, and 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, environmental-related assets, deferred taxes, and certain property, plant and equipment.

 RevenueOperating IncomeOperating Margin
For the Three Months Ended March 31202120202021202020212020
Motion Technologies$369.1 $297.9 $76.0 $53.1 20.6 %17.8 %
Industrial Process202.3 227.3 31.0 8.9 15.3 %3.9 %
Connect & Control Technologies127.3 138.7 11.8 15.9 9.3 %11.5 %
Total segment results698.7 663.9 118.8 77.9 17.0 %11.7 %
Asbestos-related (costs) benefit, net0 0 (2.4)40.7 0 0 
Eliminations / Other Corporate costs(0.3)(0.6)(6.5)(9.3)0 0 
Total Eliminations / Corporate and other costs(0.3)(0.6)(8.9)31.4 0 0 
Total$698.4 $663.3 $109.9 $109.3 15.7 %16.5 %
 Revenue Operating Income Operating Margin
For the Three Months Ended March 312020 2019 2020 2019 2020 2019
Motion Technologies$297.9
 $315.2
 $53.1
 $60.9
 17.8% 19.3%
Industrial Process227.3
 215.7
 8.9
 22.2
 3.9% 10.3%
Connect & Control Technologies138.7
 165.0
 15.9
 27.4
 11.5% 16.6%
Total segment results663.9
 695.9
 77.9
 110.5
 11.7% 15.9%
Asbestos-related benefit (costs), net—
 —
 40.7
 (12.6) —
 —
Eliminations / Other corporate costs(0.6) (0.4) (9.3) (7.3) —
 —
Total Eliminations / Corporate and Other costs(0.6) (0.4) 31.4
 (19.9) —
 —
Total$663.3
 $695.5
 $109.3
 $90.6
 16.5% 13.0%
7


 Total Assets 
Capital
Expenditures
 
Depreciation &
Amortization
As of and for the Three Months Ended March 312020 
2019(a)
 2020 2019 2020 2019
Motion Technologies$1,167.9
 $1,178.2
 $14.8
 $20.2
 $14.5
 $14.2
Industrial Process1,062.0
 1,137.8
 2.5
 3.5
 6.6
 6.3
Connect & Control Technologies764.2
 755.6
 4.3
 4.8
 5.7
 5.2
Corporate and Other1,282.5
 1,036.1
 0.6
 0.7
 0.6
 0.7
Total$4,276.6
 $4,107.7
 $22.2
 $29.2
 $27.4
 $26.4

(a)Amounts reflect balances as of December 31, 2019.
As of and for the Three Months Ended March 31Total AssetsCapital
Expenditures		Depreciation &
Amortization
2021
2020(a)
2021202020212020
Motion Technologies$1,244.6 $1,202.3 $13.5 $14.8 $15.7 $14.5 
Industrial Process1,036.4 1,069.6 1.6 2.5 5.6 6.6 
Connect & Control Technologies723.8 720.5 1.9 4.3 5.5 5.7 
Corporate1,174.9 1,285.2 0.2 0.6 1.7 0.6 
Total$4,179.7 $4,277.6 $17.2 $22.2 $28.5 $27.4 
(a)Amounts reflect balances as of December 31, 2020.
NOTE 4
REVENUE
The following table represents our revenue disaggregated by end market for the three months ended March 31, 20202021 and 2019.2020.
For the Three Months Ended March 31, 2020Motion TechnologiesIndustrial ProcessConnect & Control TechnologiesEliminationsTotal
Auto and rail $292.4
  $—
  $—
  $(0.1)  $292.3
 
Chemical and industrial pumps —
  161.5
  —
  —
  161.5
 
Aerospace and defense 2.9
  —
  86.1
  —
  89.0
 
Oil and gas —
  65.8
  7.8
  —
  73.6
 
General industrial 2.6
  —
  44.8
  (0.5)  46.9
 
Total $297.9
  $227.3
  $138.7
  $(0.6)  $663.3
 

For the Three Months Ended March 31, 2021Motion TechnologiesIndustrial ProcessConnect & Control TechnologiesEliminationsTotal
Auto and rail$364.0 $0 $0 $0 $364.0 
Chemical and industrial pumps0 159.7 0 0 159.7 
Aerospace and defense1.6 0 60.2 0 61.8 
Oil and gas0 42.6 8.5 0 51.1 
General industrial3.5 0 58.6 (0.3)61.8 
Total$369.1 $202.3 $127.3 $(0.3)$698.4 
For the Three Months Ended March 31, 2019Motion TechnologiesIndustrial ProcessConnect & Control TechnologiesEliminationsTotal
Auto and rail $310.0
  $—
  $—
  $—
  $310.0
 
Chemical and industrial pumps —
  161.5
  —
  —
  161.5
 
Aerospace and defense 2.3
  —
  99.5
  —
  101.8
 
Oil and gas —
  54.2
  8.5
  —
  62.7
 
General industrial 2.9
  —
  57.0
  (0.4)  59.5
 
Total $315.2
  $215.7
  $165.0
  $(0.4)  $695.5
 


For the Three Months Ended March 31, 2020Motion TechnologiesIndustrial ProcessConnect & Control TechnologiesEliminationsTotal
Auto and rail$292.4 $0 $0 $(0.1)$292.3 
Chemical and industrial pumps0 161.5 0 0 161.5 
Aerospace and defense2.9 0 86.1 0 89.0 
Oil and gas0 65.8 7.8 0 73.6 
General industrial2.6 0 44.8 (0.5)46.9 
Total$297.9 $227.3 $138.7 $(0.6)$663.3 
Contract Assets and Liabilities
Contract assets consist of unbilled amounts where revenue recognized exceeds customer billings, net of allowances for credit losses. Contract assets are included in other current assets and other non-current assets in our Consolidated Condensed Balance Sheet. Contract liabilities consist of advance payments and billings in excess of revenue recognized. Contract liabilities are included in accrued liabilities and other non-current liabilities in our Consolidated Condensed Balance Sheet. The following table represents our net contract assets and liabilities as of March 31, 20202021 and December 31, 2019.2020.
 March 31,
2020		December 31,
2019		Change
Current contract assets, net $15.6
  $18.0
  (13.3)% 
Current contract liabilities (51.2)  (57.4)  (10.8)% 
Net contract liabilities $(35.6)  $(39.4)  (9.6)% 

March 31,
2021		December 31,
2020
Current contract assets, net$17.9 $19.1 
Non-current contract assets, net0.3 0 
Current contract liabilities(48.0)(56.2)
Non-current contract liabilities(4.5)(0.1)
Net contract liabilities$(34.3)$(37.2)
During the three months ended March 31, 2020,2021, we recognized revenue of $32.8,$21.9, related to contract liabilities as of December 31, 2019.2020. The aggregate amount of the transaction price allocated to unsatisfied or
8

partially satisfied performance obligations as of March 31, 20202021 was $841.0.$799.3. Of this amount, we expect to recognize approximately $695$580 to $715$600 of revenue during 2020.2021.
NOTE 5
RESTRUCTURING ACTIONS
We have initiated various restructuring actions throughout our businesses during the past two years, including the 2020 Global Restructuring Plan described below. There were no other restructuring actions considered individually significant. The following table below summarizes the total restructuring costs presented within general and administrative expensesseparately in our Consolidated Condensed Statements of Operations for the three months ended March 31, 20202021 and 2019. We have initiated various restructuring activities throughout our businesses during the past two years, however there were no restructuring activities considered individually significant, other than those announced subsequent to the end of the first quarter of 2020.
For the Three Months Ended March 312020 2019
Severance and other employee-related$3.1
 $1.0
Other—
 0.1
Total restructuring costs$3.1
 $1.1
By segment:   
Motion Technologies$—
 $0.7
Industrial Process0.1
 0.3
Connect & Control Technologies1.5
 0.1
Corporate and Other1.5
 —

For the Three Months Ended March 3120212020
Severance and other employee-related$2.4 $3.1 
Asset write-offs0.6 0 
Other0.6 0 
Total restructuring costs$3.6 $3.1 
By segment:
Motion Technologies$0 $0 
Industrial Process0.9 0.1 
Connect & Control Technologies2.4 1.5 
Corporate and Other0.3 1.5 
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, 2021 and 2020.
20212020
Beginning balance - January 1$19.1 $7.5 
Restructuring costs4.0 3.1 
Reversal of prior accruals(0.4)0 
Cash payments(4.8)(3.2)
Asset write-offs(0.6)0 
Foreign exchange translation and other(0.4)(0.2)
Ending balance - March 31$16.9 $7.2 
By accrual type:
Severance and other employee-related$16.7 $6.9 
Other0.2 0.3 
2020 and 2019.Global Restructuring Plan
For the Three Months Ended March 312020 2019
Restructuring accruals - beginning balance$7.5
 $6.7
Restructuring costs3.1
 1.1
Cash payments(3.2) (1.8)
Foreign exchange translation and other(0.2) (0.4)
Restructuring accrual - ending balance$7.2
 $5.6
By accrual type:   
Severance and other employee-related$6.9
 $5.3
Other0.3
 0.3

Subsequent to the end of the first quarter ofDuring 2020, the Company finalizedwe initiated an organizational-wide restructuring plan to reduce the overall cost structure of the Company primarily in response to an anticipateda reduction in demand from the COVID-19 pandemic. The Company expectsThrough March 31, 2021, we have recognized restructuring charges of $45.1, including $43.8 in 2020, which are primarily related to incur pre-tax cash costs of approximately $45 to $55, principally involuntary severance costs. The Company anticipatesWe expect to substantially complete these actions in 2020. The benefits from these actions, after full implementation, are expected to yield annual pre-tax cash savings to the Companyincur additional restructuring charges of approximately $70.

NOTE 6
INCOME TAXES$3 during the remainder of 2021 to complete this action. Cash payments during the three months ended March 31, 2021 were $4.5. The restructuring liability as of March 31, 2021 was $12.8, which we expect to be substantially paid during 2021, and is presented on our Consolidated Condensed Balance Sheet within accrued liabilities.
For the Three Months Ended March 312020 2019 Change
Income tax expense$24.7
 $19.7
 25.4%
Effective tax rate22.7% 21.6% 110bp
9

NOTE 6
INCOME TAXES
For the Three Months Ended March 3120212020Change
Income tax expense$24.7 $24.7 0 %
Effective tax rate22.2 %22.7 %(50)bp
The higherlower effective tax rate during the first quarter of 20202021 was primarily due to an increasedriven by favorable permanent benefits in unbenefited tax losses in Germanyboth foreign and U.S. jurisdictions, partially offset by higher tax expense of $3.9 on future distributions of foreign exchange losses on distributions resulting in a tax benefit of $2.0.earnings.
In response to COVID-19, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) wasOn March 11, 2021, President Biden signed into law onthe American Rescue Plan Act of 2021 (ARPA), a $1.9 trillion COVID-19 stimulus legislation to accelerate the United States' recovery from the economic and health effects of the COVID-19 pandemic. ARPA builds upon many of the measures in the CARES Act from March 27,2020 and the Consolidated Appropriations Act from December 2020. The CARES Act provides numerous tax provisionsextends the employee retention credit through the end of 2021 and other stimulus measures, including temporary changes regardingmaintains the priorcredit per employee per quarter initially included in the Consolidated Appropriations Act. During the three months ended March 31, 2021, the Company recognized a benefit of $2.4 from the employee retention credit. The benefit was recorded in operating income and future utilization of net operating losses, temporary suspension of certain payment requirements forrelated to the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. In addition, certainpayroll taxes. Certain non-U.S. jurisdictions have also enacted similar stimulus measures. The Company is currently evaluating the impact of these measures on its consolidated financial statements. If these measures are determinedWe continue to be applicable to the Company, theymonitor any effects that may result in cash refunds and an income tax benefit recorded infrom the Consolidated Statement of Operations.
Our financial condition and results of operations have been and are expected to continue to be adversely affected by the COVID-19 pandemic and the governmental and market reactions to COVID-19. The impacts on earnings have already and will continue to have an impact on the Company’s overall effective tax rate throughout the year.CARES Act or other similar legislation globally.
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 the Czech Republic, Germany, Hong Kong, India, Italy, 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 of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the unrecognized tax benefit. Over the next 12 months, the net amount of the tax liability for unrecognized tax benefits in foreign and domestic jurisdictions could changedecrease by approximately $14$17 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, 20202021 and 2019.2020. 
For the Three Months Ended March 312020 2019
Basic weighted average common shares outstanding87.4
 87.6
Add: Dilutive impact of outstanding equity awards0.8
 1.0
Diluted weighted average common shares outstanding88.2
 88.6

For the Three Months Ended March 3120212020
Basic weighted average common shares outstanding86.3 87.4 
Add: Dilutive impact of outstanding equity awards0.6 0.8 
Diluted weighted average common shares outstanding86.9 88.2 
There were 00.2 and 0.1 anti-dilutive shares underlyingrelated to equity stock optionsunit awards excluded from the computation of diluted earnings per share for the three months ended March 31, 2021 and 2020, and respectively.
10
2019.

NOTE 8
RECEIVABLES, NET 

March 31,
2020
December 31,
2019
Trade accounts receivable
$562.3



$562.3

Notes receivable
9.1



6.2

Other
18.2



21.2

Receivables, gross
589.6



589.7

Less: Allowance for credit losses - receivables
(15.7)


(11.3)
Receivables, net
$573.9



$578.4


March 31,
2021		December 31,
2020
Trade accounts receivable$532.1 $492.5 
Notes receivable12.3 11.0 
Other16.6 19.1 
Receivables, gross561.0 522.6 
Less: Allowance for credit losses - receivables(14.7)(15.1)
Receivables, net$546.3 $507.5 
Allowance for Credit Losses
We determine our allowance for credit losses using a combination of factors to reduce our trade receivables and contract asset balances to the net amount expected to be collected. The allowance was based on a variety of factors including the length of time receivables were past due, macroeconomic trends and conditions, significant one-time events, historical experience, and expectations of future economic conditions. We also record an allowance for individual accounts when we become aware of specific customer circumstances, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position. The past due or delinquency status of a receivable is based on the contractual payment terms of the receivable. If circumstances related to the specific customer change, we adjust estimates of the recoverability of receivables as appropriate. Our allowance for credit losses for the quarter ended March 31, 2020 includes our initial estimate of the impact of the COVID-19 pandemic and recent decline in the oil and gas market and will be adjusted in subsequent periods as circumstances develop and we continue to gain better insight into the future outlookimpacts of the pandemic. We believe these events may impact our ability to collect from certain customers depending on the end market we serve and customer profile.
The following table displays our allowance for credit losses for receivables and contract assets.
 March 31,
2020		 December 31,
2019
Allowance for credit losses - receivables $15.7
   $11.3
 
Allowance for credit losses - contract assets 0.1
   1.5
 
Total allowance for credit losses $15.8
   $12.8
 

March 31,
2021		December 31,
2020
Allowance for credit losses - receivables$14.7 $15.1 
Allowance for credit losses - contract assets0.5 0.5 
Total allowance for credit losses$15.2 $15.6 
The followfollowing table displays a rollforward of the total allowance for credit losses for the three months ended March 31, 2020.losses.
For the Three Months Ended March 312020
Total allowance for credit losses - January 1 $12.8
 
Impact of adoption of ASU 2016-13 (See Note 2) 1.7
 
Charges to income 3.3
 
Write-offs (1.7) 
Foreign currency and other (0.3) 
Total allowance for credit losses - March 31 $15.8
 

20212020
Total allowance for credit losses - January 1$15.6 $12.8 
Impact of adoption of ASU 2016-130 1.7 
Charges to income(0.2)3.3 
Write-offs(0.1)(1.7)
Foreign currency and other(0.1)(0.3)
Total allowance for credit losses - March 31$15.2 $15.8 

NOTE 9
INVENTORIES, NET 
March 31,
2021		December 31,
2020
Finished goods$58.8 $63.1 
Work in process82.9 77.5 
Raw materials233.0 219.9 
Inventories, net$374.7 $360.5 
 March 31,
2020		 December 31,
2019
Finished goods $54.4
   $80.7
 
Work in process 84.5
   83.9
 
Raw materials 243.5
   228.3
 
Inventories, net $382.4
   $392.9
 
11

NOTE 10
OTHER CURRENT AND NON-CURRENT ASSETS 
 March 31,
2020		 December 31,
2019
Asbestos-related assets $67.2
   $67.2
 
Advance payments and other prepaid expenses 49.0
   45.4
 
Current contract assets, net 15.6
   18.0
 
Prepaid income taxes 18.8
   20.6
 
Other 1.4
   2.2
 
Other current assets $152.0
   $153.4
 
Other employee benefit-related assets $132.0
   $133.6
 
Operating lease right-of-use assets 85.2
   91.7
 
Capitalized software costs 28.0
   30.1
 
Environmental-related assets 22.2
   22.2
 
Equity method investments 10.1
   9.8
 
Other 26.9
   29.1
 
Other non-current assets $304.4
   $316.5
 

March 31,
2021		December 31,
2020
Asbestos-related assets$91.0 $91.0 
Advance payments and other prepaid expenses46.9 39.6 
Current contract assets, net17.9 19.1 
Prepaid income taxes22.7 29.0 
Other12.3 10.8 
Other current assets$190.8 $189.5 
Other employee benefit-related assets$115.3 $113.9 
Operating lease right-of-use assets83.1 87.3 
Capitalized software costs22.2 23.9 
Environmental-related assets8.5 10.6 
Equity method investments11.8 11.7 
Other24.8 24.6 
Other non-current assets$265.7 $272.0 
NOTE 11
PLANT, PROPERTY AND EQUIPMENT, NET 
 
Useful life
(in years)
 March 31,
2020		 December 31,
2019
Machinery and equipment  2 - 10  $1,103.0
   $1,128.9
 
Buildings and improvements  5 - 40  268.3
   279.3
 
Furniture, fixtures and office equipment3 - 7  77.1
   79.8
 
Construction work in progress   52.0
   48.8
 
Land and improvements   32.0
   33.3
 
Other   4.8
   10.5
 
Plant, property and equipment, gross   1,537.2
   1,580.6
 
Less: Accumulated depreciation   (1,025.7)   (1,049.1) 
Plant, property and equipment, net   $511.5
   $531.5
 

Useful life
(in years)		March 31,
2021		December 31,
2020
Machinery and equipment  2 - 10$1,187.4 $1,205.7 
Buildings and improvements  5 - 40269.0 273.9 
Furniture, fixtures and office equipment3 - 779.6 82.0 
Construction work in progress37.0 44.7 
Land and improvements33.6 34.6 
Other4.7 5.0 
Plant, property and equipment, gross1,611.3 1,645.9 
Less: Accumulated depreciation(1,110.1)(1,120.8)
Plant, property and equipment, net$501.2 $525.1 
Depreciation expense of $20.5$21.4 and $20.2$20.5 was recognized in the three months ended March 31, 2021 and 2020, and 2019, respectively.

During the first quarter of 2020, we recorded an impairment of $4.0 for a business within IP due to challenging economic conditions in the upstream oil and gas market combined with impacts associated with the COVID-19 pandemic. Long-lived assets of the business, with a carrying value of $14.0, primarily building and improvements, machinery and equipment, were reduced to their current estimated fair value of $10.0. Our currentThe estimate of fair value, categorized within Level 3 of the fair value hierarchy, was determined based on a market approach estimating the net proceeds that would be received for the sale of the assets. Significant additional adverse changes to the economic environment andor future cash flows of otherour businesses could cause us to record additional impairment charges in future periods, which may be material.
12

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, 20202021 by segment. 
 Motion
Technologies		 
Industrial
Process
 
Connect & Control
Technologies
 Total
Goodwill - December 31, 2019 $293.6
   $354.1
   $279.5
  $927.2
Adjustments to purchase price allocations —
   (2.5)   —
  (2.5)
Foreign exchange translation (3.2)   (6.4)   (0.7)  (10.3)
Goodwill - March 31, 2020 $290.4
   $345.2
   $278.8
  $914.4

Motion
Technologies		Industrial
Process		Connect & Control
Technologies		Total
Goodwill - December 31, 2020$298.1 $365.4 $281.3 $944.8 
Foreign exchange translation(3.4)(7.1)(0.9)(11.4)
Goodwill - March 31, 2021$294.7 $358.3 $280.4 $933.4 
Adjustments to purchase price allocations is related to our 2019 acquisition of Rheinhütte Pumpen Group (Rheinhütte). Refer to Note 20, Acquisitions, for additional information.
Other Intangible Assets, Net 
Information regarding our other intangible assets is as follows:
 March 31, 2020 December 31, 2019
 
Gross
Carrying
Amount
 Accumulated Amortization Net Intangibles 
Gross
Carrying
Amount
 Accumulated Amortization Net Intangibles
Customer relationships $161.6
   $(91.8)   $69.8
   $176.3
   $(99.6)   $76.7
 
Proprietary technology 45.8
   (20.4)   25.4
   58.4
   (28.1)   30.3
 
Patents and other 10.6
   (8.0)   2.6
   21.8
   (13.0)   8.8
 
Finite-lived intangible total 218.0
   (120.2)   97.8
   256.5
   (140.7)   115.8
 
Indefinite-lived intangibles 21.9
   —
   21.9
   22.2
   —
   22.2
 
Other intangible assets $239.9
   $(120.2)   $119.7
   $278.7
   $(140.7)   $138.0
 

March 31, 2021December 31, 2020
Gross
Carrying
Amount		Accumulated AmortizationNet IntangiblesGross
Carrying
Amount		Accumulated AmortizationNet Intangibles
Customer relationships$162.4 $(104.5)$57.9 $163.3 $(101.7)$61.6 
Proprietary technology46.4 (24.2)22.2 46.7 (23.4)23.3 
Patents and other16.2 (12.6)3.6 16.2 (11.5)4.7 
Finite-lived intangible total225.0 (141.3)83.7 226.2 (136.6)89.6 
Indefinite-lived intangibles16.6 — 16.6 16.8 — 16.8 
Other intangible assets$241.6 $(141.3)$100.3 $243.0 $(136.6)$106.4 
The challenging economic conditions caused byAs a result of the global COVID-19 pandemic combined with a decline in the upstream oil and gas market, are expected to result in a significant decline in revenue and negatively impact the profitability of a business within the IP segment. As a result, during the first quarter of 2020, we determined that certain intangible assets within the IP segment including an indefinite-lived trademark, customer relationships and proprietary technology, would not be recoverable resulting in an impairment of $12.3. Significant additional adverse changes to the economic environment andor future cash flows of otherour businesses could cause us to record additional impairment charges in future periods, which may be material. In addition, we reclassified a trademark intangible asset with a net book value of $5, previously included within patents and other, to indefinite-lived intangibles as we have recently suspended our company re-branding project for the foreseeable future.

Amortization expense related to finite-lived intangible assets was $4.8$5.1 and $4.0$4.8 for the three months ended March 31, 2021 and 2020, and 2019, respectively. Estimated amortization expense for each of the five succeeding years is as follows:
2020$12.8
202116.3
202216.2
202314.4
20249.0
Thereafter29.1
13

NOTE 13
ACCRUED LIABILITIES AND OTHER NON-CURRENT LIABILITIES 
 March 31,
2020		December 31,
2019
Compensation and other employee-related benefits $121.7
  $145.4
 
Contract liabilities and other customer-related liabilities 68.5
  74.6
 
Asbestos-related liability 86.3
  86.0
 
Accrued income taxes and other tax-related liabilities 26.3
  27.0
 
Operating lease liabilities 19.1
  19.9
 
Accrued warranty costs 18.9
  18.5
 
Environmental liabilities and other legal matters 16.8
  17.9
 
Other 38.7
  41.5
 
Accrued liabilities $396.3
  $430.8
 
Environmental liabilities $52.4
  $55.8
 
Operating lease liabilities 70.1
  76.0
 
Compensation and other employee-related benefits 30.8
  32.4
 
Deferred income taxes and other tax-related liabilities 24.6
  24.0
 
Other 45.7
  46.5
 
Other non-current liabilities $223.6
  $234.7
 

March 31,
2021		December 31,
2020
Compensation and other employee-related benefits$122.9 $137.3 
Asbestos-related liability91.6 91.4 
Contract liabilities and other customer-related liabilities67.7 73.7 
Accrued income taxes and other tax-related liabilities39.8 36.9 
Accrued warranty costs24.1 23.1 
Operating lease liabilities19.3 19.8 
Environmental liabilities and other legal matters18.7 19.1 
Accrued restructuring costs16.9 19.1 
Other37.3 37.0 
Accrued liabilities$438.3 $457.4 
Operating lease liabilities$68.8 $72.4 
Environmental liabilities48.0 50.1 
Deferred income taxes and other tax-related liabilities12.2 11.9 
Compensation and other employee-related benefits29.0 29.4 
Non-current maturities of long-term debt12.5 13.0 
Other33.7 33.8 
Other non-current liabilities$204.2 $210.6 
NOTE 14
DEBT
March 31,
2021		December 31,
2020
Commercial paper$58.8 $104.3 
Current maturities of long-term debt and finance leases2.4 2.5 
Commercial paper and current maturities of long-term debt61.2 106.8 
Non-current maturities of long-term debt12.5 13.0 
Total debt and finance leases$73.7 $119.8 
 March 31,
2020		 December 31,
2019
Short-term loans $384.5
   $—
 
Commercial paper —
   84.2
 
Current maturities of long-term debt and finance leases 2.3
   2.3
 
Short-term debt and current maturities of long-term debt 386.8
   86.5
 
Long-term debt and finance leases 12.6
   12.9
 
Total debt and finance leases $399.4
   $99.4
 
Commercial Paper

Commercial paper outstanding as of March 31, 2021 and December 31, 2020 was $58.8 and $104.3, respectively, with a weighted average negative interest rate of (0.34)% and (0.06)%, respectively. Commercial paper was issued entirely under our Euro program and had maturity terms less than three months from the date of issuance.
Short-term Loans
On November 25, 2014, we entered into a competitive advance and revolving credit facility agreement (the Revolving Credit Agreement) with a consortium of third party lenders including JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., as syndication agent. During 2019, we extended the Revolving Credit Agreement maturity date to November 25, 2022. The Revolving Credit Agreement provides for an aggregate principal amount of up to $500 of (i) revolving extensions of credit (the revolving loans) outstanding at any time, (ii) competitive advance borrowing option which will be provided on an uncommitted competitive advance basis through an auction mechanism (the competitive advances), and (iii) letters of credit for a face amount up to $100

at any time outstanding. Subject to certain conditions, we are permitted to terminate permanently the total commitments and reduce commitments in minimum amounts of $10. Borrowings under the credit facility are available in U.S. dollars, Euros or British pound sterling. We are permitted to request that lenders increase the
14

commitments under the facility by up to $200 for a maximum aggregate principal amount of $700, however this is subject to certain conditions and therefore may not be available to us.
The interest rate per annum on the Revolving Credit Agreement is based on the LIBOR rate of the currency we borrow in, adjusted for statutory reserve requirements, plus a margin of 1.1%. As of March 31, 2020, we had €350 outstanding ($384.5 as of March 31, 2020) under the credit facility, with an associated weighted average interest rate of 1.1%2021 and varying maturity dates all within six months or less. As of December 31, 2019,2020, we had 0 outstanding obligations under the credit facility. On April 3, 2020, we borrowed an additional €109 (approximately $118) with a weighted average interest rate of 1.1% and a maturity date of 6 months. There is also a 0.15% fee per annum applicable to the commitments under Thethe Revolving Credit Agreement. The fees and margin are subject to adjustment should the Company’s credit ratings change.
The credit facilityRevolving Credit Agreement contains customary affirmative and negative covenants that, among other things, will limit or restrict our ability to: incur additional debt or issue guarantees; create liens; enter into certain sale and lease-back transactions; merge or consolidate with another person; sell, transfer, lease or otherwise dispose of assets; liquidate or dissolve; and enter into restrictive covenants. Additionally, the Revolving Credit Agreement requires us not to permit the ratio of consolidated total indebtedness to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (leverage ratio) to exceed 3.00 to 1.00 at any time, or the ratio of consolidated EBITDA to consolidated interest expense (interest coverage ratio) to be less than 3.00 to 1.00. In the event of certain ratings downgrades of the Company to a level below investment grade, the direct and indirect significant U.S. subsidiaries of the Company would be required to guarantee the obligations under the credit facility.
On April 29, 2020, we entered into two 364-day term revolving credit agreements totaling $200 (the Incremental Revolving Credit Agreements) which provide the Company with additional liquidity in excess of the Revolving Credit Agreement. Borrowings are available in U.S. dollars and the interest rate per annum is based on the LIBOR rate, adjusted for statutory reserve requirements, plus a margin of up to 1.55%. The Incremental Revolving Credit Agreements are subject to fees of up to 0.35% per annum. The fees and margin are subject to adjustment should the Company’s credit ratings change. All other key provisions of the Incremental Revolving Credit Agreements mirror those of the Revolving Credit Agreement described above, including all covenants. In addition, the Incremental Revolving Credit Agreements did not violate any negative covenants associated with the existing Revolving Credit Agreement. There were no outstanding borrowings under the Incremental Revolving Credit Agreements as of March 31, 2021. The credit agreements expired in April 2021 and we did not renew the date of this report.agreements.
As of March 31, 2020,2021, our interest coverage ratio and leverage ratios associated with short-term loans were within the prescribed thresholds. Additionally, we currently expect
NOTE 15
POSTRETIREMENT BENEFIT PLANS
In the fourth quarter of 2020, the Company terminated its U.S. qualified pension plan by purchasing a group annuity contract from MassMutual Life Insurance Company (MassMutual), which fully assumed the responsibility for paying and administering pension benefits to remain withinapproximately five thousand plan participants and their beneficiaries. In connection with the prescribed thresholds until maturity.
Commercial Paper
There were 0 commercial paper borrowings outstanding as of March 31, 2020, dueplan termination, the Company settled all future obligations under the plan by providing lump sum payments to eligible participants who elected to receive them, and by transferring the remaining projected benefit obligation to the volatilityinsurance company. The termination was funded with plan assets of the commercial paper market as a resultapproximately $320 and cash of the economic uncertainty related to the COVID-19 pandemic. Commercial paper outstanding as of December 31, 2019 was issued entirely through the Company’s euro program and had an associated weighted average interest rate of 0.05%. The outstanding commercial paper had maturity terms less than three months from the date of issuance.
Refer to the Liquidity section within “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” for additional information on our overall funding and liquidity strategy.

NOTE 15
POSTRETIREMENT BENEFIT PLANS$8.4.
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, 20202021 and 2019.2020. 
 20212020
For the Three Months Ended March 31PensionOther
Benefits		TotalPensionOther
Benefits		Total
Service cost$0.4 $0.2 $0.6 $0.3 $0.2 $0.5 
Interest cost0.2 0.5 0.7 2.3 0.7 3.0 
Expected return on plan assets0 0 0 (2.2)0 (2.2)
Amortization of prior service benefit0 (1.3)(1.3)0 (1.2)(1.2)
Amortization of net actuarial loss0.5 0.7 1.2 1.8 0.6 2.4 
Total net periodic benefit cost$1.1 $0.1 $1.2 $2.2 $0.3 $2.5 
 2020 2019
For the Three Months Ended March 31Pension Other
Benefits		 Total Pension Other
Benefits		 Total
Service cost $0.3
   $0.2
   $0.5
   $0.4
   $0.2
   $0.6
 
Interest cost 2.3
   0.7
   3.0
   3.1
   1.0
   4.1
 
Expected return on plan assets (2.2)   —
   (2.2)   (3.8)   —
   (3.8) 
Amortization of prior service (benefit) cost —
   (1.2)   (1.2)   0.2
   (1.3)   (1.1) 
Amortization of net actuarial loss 1.8
   0.6
   2.4
   1.3
   0.6
   1.9
 
Total net periodic benefit cost $2.2
   $0.3
   $2.5
   $1.2
   $0.5
   $1.7
 
15

We made contributions to our global postretirement plans of $2.2$2.9 and $3.0$2.2 during the three months ended March 31, 20202021 and 2019,2020, respectively. We expect to make contributions of approximately $10 to $12$14 during the remainder of 2020,2021, principally related to our other employee-related benefit plans.
Amortization from accumulated other comprehensive income into earnings related to prior service cost and net actuarial loss was $0.90 and $0.6,$0.9, net of tax, during the three months ended March 31, 20202021 and 2019,2020, respectively. No other reclassifications from accumulated other comprehensive income into earnings were recognized during any of the presented periods.
U.S. Qualified Pension Plan Termination
On February 19, 2020, the Company’s Board of Directors conditionally authorized the termination of our U.S. qualified pension plan by offering lump sum distributions to certain participants and transferring the plan’s remaining benefit obligations to an insurance company through one or more group annuity contracts. The current projected benefit obligation is $290.2. Ultimate plan termination is subject to certain considerations, including regulatory review, interest rates and annuity pricing. If we proceed with the termination of the plan, the transaction is expected to occur in the second half of 2020 and would be funded with plan assets, $312.3 as of the end of the first quarter. Any additional funding, if necessary, would be made with cash. Our investment strategy was updated in 2019 to reduce risk by increasing the asset allocation to 100% fixed income and cash. At the time such a transaction were to close, an insurance company (or companies) would assume responsibility for paying and administering pension benefits that had been an obligation of the plan to plan participants and their beneficiaries. Upon transfer of the pension obligation, we expect to recognize a non-cash pension settlement charge of approximately $130 to $140 before tax, which includes recognition of the remaining pension losses, currently recorded in accumulated other comprehensive loss, and derecognition of the net assets of the plan. As a result of the plan transfer, the amount of benefits to be received by participants will not be impacted and will be protected by state guaranty associations.
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, 20202021 and 2019.2020.
For the Three Months Ended March 312020 2019
Equity-based awards$2.5
 $4.5
Liability-based awards(0.6) 0.7
Total share-based compensation expense$1.9
 $5.2

For the Three Months Ended March 3120212020
Equity-based awards$3.3 $2.5 
Liability-based awards0.8 (0.6)
Total share-based compensation expense$4.1 $1.9 
The declinechange in share-based compensation expense for equity-based awards was primarily driven by performance stock units which are evaluated each quarter to determine the likelihood of achieving certain performance targets. The declinechange in share-based compensation expense for liability-based awards is due to a decreasedriven by the change in ITT’s stock price. At March 31, 2020,2021, there was $29.7$32.8 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 2.32.2 years. Additionally, unrecognized compensation cost related to liability-based awards was $1.6,$2.3, which is expected to be recognized ratably over a weighted-average period of 2.12.4 years.

Year-to-Date 20202021 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, 2020,2021, we granted the following LTIP awards as provided in the table below:
 # of Awards GrantedWeighted Average Grant Date Fair Value Per Share
Restricted stock units (RSUs)0.2 $61.05
 
Performance stock units (PSUs)0.1 $68.93
 

# of Awards GrantedWeighted Average Grant Date Fair Value Per Share
Restricted stock units (RSUs)0.1$84.10 
Performance stock units (PSUs)0.1$84.27 
During the three months ended March 31, 2021 and 2020, a nominal amount of non-qualified stock options were exercised resulting in proceeds of $0.1.$0.2 and $0.1, respectively. During the three months ended March 31, 2019, 0.2 of non-qualified stock options were exercised resulting in proceeds of $5.1. During the three months ended March 31,2021 and 2020, and 2019, RSUs of 0.1 and 0.2, respectively, vested and were issued. During the three months ended March 31, 20202021 and 2019,2020, PSUs of 0.2 that vested on December 31, 20192020 and 2018,2019, respectively, were issued.
NOTE 17
CAPITAL STOCK
On October 27, 2006, (the 2006 Plan), our Board of Directors approved a three-year, $1 billion share repurchase program (the 2006 Plan), which it modified in 2008 to make the term indefinite. On October 30, 2019, (the 2019 Plan), the Board of Directors approved a new indefinite term $500 share repurchase program.program (the 2019 Plan). During the first quarter of 2020, we completed the 2006 Plan and commenced repurchases under the 2019 Plan. During the three months ended March 31, 20202021 and 2019,2020, we repurchased and retired 1.70.6 and 0.21.7 shares of common stock for $73.2$50.0 and $10.5,$73.2, respectively, under these programs, including 1.4 shares and $61.9 in 2020 under the 2006 plan.plan, which fully exhausted the 2006 Plan.
16

Separate from the share repurchase program, the Company repurchased 0.1 and 0.2 shares during the three months ended March 31, 20202021 and 2019,2020, respectively, for an aggregate priceamount of $10.2$11.0 and $9.4,$10.2, respectively, in settlement of employee tax withholding obligations due upon the vesting of RSUs and PSUs.
NOTE 18
ACCUMULATED OTHER COMPREHENSIVE LOSS
 Postretirement Benefit Plans Cumulative Translation Adjustment Accumulated Other Comprehensive Loss
December 31, 2019$(133.3) $(252.0) $(385.3)
Net change during period0.9
 (51.3) (50.4)
March 31, 2020$(132.4) $(303.3) $(435.7)
      
December 31, 2018$(131.6) $(243.9) $(375.5)
Net change during period0.6
 (2.4) (1.8)
March 31, 2019$(131.0) $(246.3) $(377.3)

Postretirement Benefit PlansCumulative Translation AdjustmentAccumulated Other Comprehensive Loss
December 31, 2020$(55.9)$(223.5)$(279.4)
Net change during period0 (30.0)(30.0)
March 31, 2021(55.9)(253.5)(309.4)
December 31, 2019$(133.3)$(252.0)$(385.3)
Net change during period0.9 (51.3)(50.4)
March 31, 2020$(132.4)$(303.3)$(435.7)
NOTE 19
COMMITMENTS AND CONTINGENCIES
From time to time, we are involved in legal proceedings that are incidental to the operation of our businesses.business. Some of these proceedings allege damages relating to asbestos and 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, 2020,2021, there were approximately 2426 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:
Claims data presented in thousands
Pending claims – Beginning2425.3 
New claims11.0 
Settlements—(0.2)
Dismissals(1(0.5))
Pending claims – Ending2425.6 

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.
17

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 respectclaims, including uncertainty related to asbestos claims and estimated costs arising from the long latency period prior to the variables impactingmanifestation of an asbestos-related disease, changes in available medical treatments and changes in medical costs, changes in plaintiff behavior resulting from bankruptcies of other companies that are or could be co-defendants, uncertainties surrounding the estimatelitigation process from jurisdiction to jurisdiction and from case to case and the impact of potential legislative or judicial changes. Additionally, future insurance insolvencies or settlement agreements with insurers could impact the asbestos liability and related asset are subject to even greater uncertainty as the projection period lengthens. In lightoverall recoverability of the variables and uncertainties inherent in the long-term projection of the Company’s asbestos exposures, while 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.
our asbestos-related asset. 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 ofin estimating our liability and expected recoveries could have a material adverse effect on our financial statements.
Settlement AgreementAgreements
The Company periodically enters into settlement agreements with insurers to settle responsibility for insurance claims. Under the terms of the settlements, the insurers agree to a payment or specified series of payments to a Qualified Settlement Fund for past costs and/or agree to provide coverage for certain future asbestos claims on specified terms and conditions. In March 2020, we finalized a settlement agreement with a group of insurers to settle responsibility for claims under certain insurance policies for a lump sum payment of $66.4, resulting in a benefit of $52.5.

Asbestos-Related Benefit,Costs (Benefit), Net
As partIn the third quarter of 2020, we extended the measurement period over which we estimate our ongoing review of our net asbestos exposure, each quarterliability to include pending claims and claims estimated to be filed through 2052, including legal fees, reflecting the full time period over which we assesscurrently expect claims to be filed against us. Previous estimates included pending claims and claims expected to be filed over the most recent 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, 2020 other than the incremental accrual to maintain a rolling 10-year forecast period and the settlement agreement described above.next 10 years.
The following table provides a rollforward of the estimated asbestos liability and related assets for the three months ended March 31, 2021 and 2020.
20212020
For the Three Months Ended March 31LiabilityAssetNetLiabilityAssetNet
Beginning balance$932.0 $444.7 $487.3 $817.6 $386.8 $430.8 
Asbestos provision(a)
1.4 (1.0)2.4 14.5 2.7 11.8 
Insurance settlement agreements0 0 0 0 52.5 (52.5)
Net cash activity(a)
(23.5)(21.9)(1.6)(27.3)(21.2)(6.1)
Ending balance$909.9 $421.8 $488.1 $804.8 $420.8 $384.0 
Current portion$91.6 $91.0 $86.3 $67.2 
Noncurrent portion$818.3 $330.8 $718.5 $353.6 
(a)Includes certain administrative costs such as legal-related costs for insurance asset recoveries. The asbestos provision in the first quarter of 2020 and 2019.includes amounts to maintain a rolling 10-year provision prior to the transition to a full horizon estimate.
18
 2020 2019
For the Three Months Ended March 31Liability Asset Net Liability Asset Net
Beginning balance$817.6

$386.8

$430.8
 $849.3
 $376.7
 $472.6
Asbestos provision(a)
14.5

2.7

11.8
 15.7
 3.1
 12.6
Insurance settlement agreement—
 52.5
 (52.5) —
 —
 —
Net cash activity(a)
(27.3)
(21.2)
(6.1) (20.1) (10.2) (9.9)
Ending balance$804.8

$420.8

$384.0
 $844.9
 $369.6
 $475.3
Current portion$86.3

$67.2


 $73.5
 $67.1
  
Noncurrent portion$718.5

$353.6



 $771.4
 $302.5
  

(a)Includes certain administrative costs such as legal-related costs for insurance asset recoveries.
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 endedMarch 31, 20202021 and 2019.2020.
For the Three Months Ended March 312020 2019
Environmental liability - beginning balance$61.9
 $66.8
Change in estimates for pre-existing accruals:   
Continuing operations—
 (0.1)
Discontinued operations(1.6) —
Payments(1.6) (2.6)
Foreign currency(0.2) (0.1)
Environmental liability - ending balance$58.5
 $64.0

For the Three Months Ended March 3120212020
Environmental liability - beginning balance$58.3 $61.9 
Change in estimates for pre-existing accruals:
Continuing operations(0.1)0 
Discontinued operations0 (1.6)
Payments(2.0)(1.6)
Foreign currency(0.1)(0.2)
Environmental liability - ending balance$56.1 $58.5 
Environmental-related assets, representingincluding a qualified settlement fundQualified Settlement Fund and estimated recoveries from insurance providers and other third parties, were $22.2$16.5 and $23.4$22.2 as of March 31, 20202021 and 2019,2020, respectively.
We are currently involved with 2827 active environmental investigation and remediation sites. AtAs of March 31, 2020,2021, we have estimated the potential high-end liability range of environmental-related matters to be $105.3.$96.8.
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.
19

NOTE 20
ACQUISITIONS
Rheinhütte Pumpen Group (Rheinhütte)
On April 30, 2019, we completed the acquisition of 100% of the privately held stock of Rheinhütte for a purchase price of €82.5 euros, net of cash acquired. The transaction was funded from the Company’s cash and European commercial paper program. Rheinhütte, with 2018 revenue of approximately €61.5 euros and approximately 430 employees, has manufacturing locations in Germany and Brazil. Rheinhütte is a designer and manufacturer of highly engineered pumps suited for harsh and corrosive environments for the industrial market. Rheinhütte is reported within the Industrial Process segment.
Matrix Composites, Inc. (Matrix)
On July 3, 2019, we completed the acquisition of 100% of the privately held stock of Matrix for a purchase price of $25.8, net of cash acquired. The transaction was funded from the Company’s cash. Matrix, a manufacturer of precision composite components within the aerospace and defense market, had 2018 revenue of approximately $12 with growth expected due to a ramp up in production on several next-generation aircraft engine platforms. Matrix has approximately 115 employees and is reported within the Connect & Control Technologies segment.
The final purchase prices for Rheinhütte and Matrix were allocated to net assets acquired and liabilities assumed based on their fair values as of the respective acquisition date, with the excess of the purchase price of $37.6 and $14.3 recorded as goodwill, respectively. Other intangibles identified for Rheinhütte include customer relationships, proprietary technology and trade names. Other intangibles assets for Matrix consist of customer relationships. The goodwill arising from these acquisitions is not expected to be deductible for income tax purposes.
Allocations of Purchase Price
 RheinhütteMatrix
Cash$4.7
$0.5
Receivables12.1
1.1
Inventory15.2
1.8
Plant, property and equipment19.9
2.9
Goodwill37.6
14.3
Other intangible assets15.2
8.5
Other assets3.8
1.9
Accounts payable and accrued liabilities(6.7)(2.0)
Other liabilities(5.3)(2.7)
Net assets acquired$96.5
$26.3

Pro forma results of operations have not been presented because the acquisitions were not deemed material as of the acquisition dates.

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 gasenergy markets. We manufacture components that are integral to the operation of equipment systems and manufacturing processes in ourthese 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 centered on our engineering capabilities. Each business applies its technology and engineering expertise to solve our customers’ most pressing challenges. Our applied engineering provides a valuable business relationship with our customers given the critical nature of their applications. This in turn provides us with unique insight to our customers’ requirements and enables us to develop solutions to assist our customers to achievein achieving their business goals. Our technology and customer intimacy together produce opportunities to capture recurring revenue streams, aftermarket opportunities and long-lived platforms from original equipment manufacturers (OEMs).
Our product and service offerings are organized into three segments: Motion Technologies (MT), Industrial Process (IP), and Connect & Control Technologies.Technologies (CCT). See Note 3, Segment Information, in this Report for a summary description of each segment. Additional information is also available in our 20192020 Annual Report within Part I, Item 1, “Description of Business”.
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, 2019,2020, unless stated otherwise.
Impact of COVID-19 on our BusinessUpdate:
On March 11, 2020, the World Health Organization declared the current coronavirus (“COVID-19”) outbreak to be a global pandemic. In response to this declaration and the rapid spread of COVID-19, governments throughout the world imposed varying degrees of restrictions on social and commercial activity to promote social distancing in an effort to slow the spread of the illness.
While most of our businesses are deemed essential, these restrictions have created various challenges for our business, and ITT has maintained cross functional global crisis management teamsThe Company continues to respond to and recover from the changing conditions.challenges brought about by the COVID-19 pandemic. We are proud of how our team has responded, showing resilience, innovating in real time, and demonstrating the tremendous value of our manufacturing network to customers and partners around the world. In the face of this unprecedented challenge posed by the COVID-19 pandemic, we areremain united in our focus on our top three top priorities,priorities: the health of our people, the health of our business, and the health of our financials.
Health of our People
The health and well-being of our employees remains our top priority. From the earliest signs of the outbreak,COVID-19 pandemic, we have taken proactive, aggressive actionformalized actions as part of our “Ready, Safe, Go!” program to help protect the health and safety of our employees, customers, partners and suppliers.employees. We have created core crisis teams and enacted rigorous safety measures at all of our sites. These measures includeincluded enhanced cleaning protocols, temperature checks, on-site rapid testing, and distribution of personal protective equipment.equipment and testing kits. We also redesigned employee workspaces to applyenable social distancing rules and require workingallowed non-essential employees to work from home for thosewhen appropriate. As a result of this program, we have been able to operate our facilities safely. In addition, we are actively working with our employees that are not essentialglobally to be physically present. We expectunderstand vaccine distribution and help provide every ITTer the opportunity to continue to implement these measures until we determine that the COVID-19 pandemic is adequately contained for purposes of our business, and we may take further actionsobtain vaccination as government authorities require or recommend, orsoon as we deem necessary to keep our people safe.possible.
Health of our Business
We anticipate a difficult and uniquely challenging year in the markets we serve. While we do not yet know how long this pandemic will last or how it will impact customer demand throughout the year, our ITT team has been working in close collaborationcontinue to work closely with our customers and suppliers to support them and to minimize disruptions within our supply chain. We continue to work hard to creategenerate value for our customers, striving to go above and beyond to beand remain flexible and responsive to their needs. Additionally, with the anticipated continued reduction in demand, we are acting decisively to realignneeds, and maintain our operationsfocus on quality and cost structure in this rapidly changing business environment. While any decision that impacts employees is always difficult, the additional actions that we are undertaking will help us continue to serve our customers in line with changing demand.

on-time delivery.
Health of our Financials
As a result of the proactive cost measures taken in 2020 and our response to the COVID-19 pandemic, ITT entered 20202021 well positioned to succeed, with a strong balance sheet and liquidity position. We will continue to monitor developments and we have already taken proactive measures to enhance our liquidity and reduce costsposition which enabled us to better navigate thisthe uncertain environmentenvironment. These actions have improved our financial performance and secure ITT’s future. Here are some ofput ITT in a strong position to win in the liquidity and cost action highlights:recovery.
Liquidity:
20
$1.2 billion in liquidity as of May 1, 2020;

Fully drew down our $500 Revolving Credit Facility as of May 1, 2020;
Executed new 364-Day Revolving Credit Agreements totaling $200 on April 29, 2020;
108% funded status for U.S. pension plans as of March 31, 2020;
Investment grade balance sheet;
Executed $73 in discretionary share repurchases during the first quarter of 2020 and then suspended further activity; and
No planned change to our current dividend strategy at this time;
Cost Actions:
Implementing a $50 organizational-wide restructuring plan that is primarily focused on structural cost reductions with expected annualized pre-tax benefit of $70;
Salary reductions for the Chief Executive Officer and all other executives, and reduced compensation for Board of Directors;
Suspended the 401(k) match for certain U.S. employees;
$35 planned reduction in 2020 capital expenditures;
Supply chain and vendor renegotiations; and
Significant reduction in discretionary spending
We believe that these measures position ITT to confront the variousAny future impacts of the pandemic. However, the ultimate 2020 impact of COVID-19 on our business results of operations, financial condition and cash flows isfinancials remain uncertain and will be dependent on future developments, including the severity of a resurgence of COVID-19 or variant strains of the virus, the effectiveness of vaccines and people’s attitudes towards receiving them, and the overall duration of the pandemic and the related length of its impactpandemic. We remain focused on the global economy, which cannot be predicted atour priorities as we successfully recover from this time.unprecedented challenge. See Part II,I, Item 1A, “Risk Factors”, of our Risk Factors2020 Annual Report, for an additional discussion of risk related to COVID-19.
Executive Summary
During the first quarter of 2020,2021, we continuedbegan to focus on operational excellence and customer centricity while facing new and existing challenges. In addition to the various and far reaching impacts posed bysee a recovery from the COVID-19 pandemic on the global economy, we also faced challenges duepandemic. We grew our revenue, improved our operating margins and generated strong cash flows as compared to delays in production from the Boeing 737 MAX, and continued weakness in the industrial markets. Although most of our manufacturing facilities saw little disruption due to COVID-19 during the first quarter certain facilities in Chinaof 2020 and Europe were required by the local governments to enact temporary closures.
Our results for theexceeded first quarter are a testimony to the resilience of our diversified businesses and the resilience of our dedicated people. We have worked hard to focus on the needs of our customers, seizing opportunities for growth by growing market share, and continuing to drive operational improvements throughout the organization.2019 results as well. The following table provides a summary of key performance indicators for the first quarter of 2021 as compared to the first quarter of 2020.
Summary of Key Performance Indicators for the First Quarter of 2020
RevenueSegment Operating IncomeSegment Operating MarginEPS
$663$7811.7%$0.95
5% Decrease30% Decrease420bp Decrease19% Increase
Organic RevenueAdjusted Segment Operating IncomeAdjusted Segment Operating MarginAdjusted
EPS
$659$9614.5%$0.80
5% Decrease14% Decrease170bp Decrease12% Decrease
Summary of Key Performance Indicators for the First Quarter of 2021
RevenueSegment Operating IncomeSegment Operating MarginEPS
$698$11917.0%$0.99
 5% Increase 53% Increase530bp Increase 4% Increase
Organic RevenueAdjusted Segment Operating IncomeAdjusted Segment Operating MarginAdjusted
EPS
$673$12217.5%$1.06
 2% Increase 27% Increase300bp Increase 33% Increase
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 a definitiondefinitions and reconciliations between GAAP and non-GAAP metrics.

Our first quarter 20202021 results include:
•Revenue of $663.3 decreased $32.2 or 4.6%$698.4 increased $35.1 including $16.9 from our 2019 acquisitions of Rheinhütte and Matrix and unfavorablefavorable foreign exchange of $12.4.$25.0. Organic revenue decreased 5.3%, driven by declines in transportationincreased 1.5% as a result of 7% and industrial of 9%,strong top-line growth from our Motion Technologies segment, which more than offset growth of 20% in oil and gas.significantly outperformed the global automotive market.
•Segment operating income was $118.8, an increase of $77.9 declined $32.6, or 29.5% which includes$40.9 over the prior year that included asset impairment charges of $16.3 related to a business within IP that primarily serves the global upstream oil and gas market and restructuring actions at CCT.in 2020. Adjusted segment operating income declined $16.2, or 14.4%,improved $25.9 due to higher sales volume and adjusted segment operating margin declined 170 basis points, primarily reflecting reduced sales volumes from weaker demand, disruptionnet productivity, including the benefit of restructuring and cost actions executed in our operations caused by the COVID-19 global pandemic, prior year government incentives, and unfavorable foreign exchange,2020. These items were partially offset by savings from productivity and cost containment actions.strategic investments to drive future growth.
•Income from continuing operations of $0.95$0.99 per diluted share increased $0.15, due to$0.04 versus last year, which included a $53.3 increase in netprior year asbestos benefit from a favorable insurance settlement of $66.4, partially offset by a decline in segment operating income, corporate restructuring costs, unfavorable investment returns, and higher income tax expense.$31.8. Adjusted income from continuing operations was $0.80$1.06 per diluted share, reflecting a $0.11, or 12%, decreasean improvement of $0.26 from the prior year.year due to an increase in segment operating income, as explained above, and a reduction in corporate costs.
•Cash flowsflow from operations for the year to date period was $53.5, representing a 27%$70.8, an increase of 32.3% over the prior year, driven by effective working capital managementdue to an increase in segment operating income and a reductiondecline in incentive compensation. These items wereasbestos payments. This was partially offset by a declinean increase in segment operating performance as well as proceeds received of $9 from a prior year intellectual property settlement.working capital to support sales growth.
In terms of capital deployment, we repurchased $73 under our share repurchase program0.6 shares of common stock for $50.0 and declaredpaid dividends of $14.9 that were paid on April 1, 2020 immediately following the close of$19.0 during the first quarter.
2020 Outlook
Forquarter of 2021, which represents a 28% increase in dividends declared versus the remainder of 2020, we expect significant headwinds across all of our businesses due to the extraordinary uncertainty surrounding global markets as a result of the COVID-19 pandemic. We have already experienced some of these headwinds in our first quarter orders which declined 10% compared to the prior year. At MT, demand for OEM brake pads has declined significantly as automakers look to reduce production of new vehicles to align with decreasing consumer demand. At CCT, a reduction in global commercial air traffic has significantly reduced demand for aerospace OEM and aftermarket components and connectors. At IP, due to the recent decrease in oil and gas prices, we anticipate a future decline in customer expenditures. While facing declining demand, certain facilities have been required by local governments to temporarily close to prevent the spread of the virus. While some of these facilities have reopened in recent weeks, our production may not be at maximum capacity because of the decline in demand as well as the strict guidelines we have imposed to protect the health of our people. These headwinds will significantly impact our operating performance for the remainder of the year across all of our businesses.2020.
At CCT, we are also experiencing continued production delays related to the Boeing 737 MAX and we cannot predict at this time when production will ramp up. The oil and gas market, which represents approximately 10% of total ITT revenue, is currently in the midst of an oversupply and reduced demand environment, and as a result oil prices have declined significantly. Major oil and gas companies are projecting significant cuts in their 2020 capital expenditure and maintenance spending. We entered 2020 with a strong backlog, and although first quarter revenue and orders were strong, we expect future orders to be negatively impacted. To date, we have not experienced any significant project cancellations at IP.
21
We are unable to predict how long these negative impacts will last for ITT, our customers and suppliers. Given these uncertainties, we expect to experience negative impacts to our operating cash flows due to lower segment operating income and negative impacts to working capital, primarily from reductions or delays in customer collections of receivables. For the remainder of 2020, our focus is to maintain the financial health of ITT, and we have identified new cost actions, including a global restructuring plan and aligning our production with the demand of our customers. We have also accessed additional liquidity and are closely monitoring our cash and working capital. We believe that these measures will best position ITT to power through this challenging period and position us for the future.


DISCUSSION OF FINANCIAL RESULTS
Three Months Ended March 31
 
For the Three Months Ended March 3120212020Change
Revenue$698.4 $663.3 5.3 %
Gross profit229.0 209.4 9.4 %
Gross margin32.8 %31.6 %120 bp
Operating expenses119.1 100.1 19.0 %
Operating expense to revenue ratio17.1 %15.1 %200 bp
Operating income109.9 109.3 0.5 %
Operating margin15.7 %16.5 %(80)bp
Interest and non-operating (income) expenses, net(1.3)0.6 (316.7)%
Income tax expense24.7 24.7 — %
Effective tax rate22.2 %22.7 %(50)bp
Income from continuing operations attributable to ITT Inc.86.2 83.7 3.0 %
Net income attributable to ITT Inc.86.2 84.8 1.7 %
 20202019Change
Revenue$663.3
$695.5
(4.6%)
Gross profit209.4
218.8
(4.3%)
Gross margin31.6%31.5%10bp
Operating expenses100.1
128.2
(21.9%)
Operating expense to revenue ratio15.1%18.4%(330)bp
Operating income109.3
90.6
20.6%
Operating margin16.5%13.0%350bp
Interest and non-operating expenses (income), net0.6
(0.5)(220.0%)
Income tax expense24.7
19.7
25.4%
Effective tax rate22.7%21.6%110bp
Income from continuing operations attributable to ITT Inc.83.7
71.3
17.4%
Net income attributable to ITT Inc.84.8
71.3
18.9%

REVENUE
The following tables illustratetable illustrates the revenue derived from each of our segments for the three months ended March 31, 20202021 and 2019.2020.
For the Three Months Ended March 3120212020Change
Organic Growth (Decline)(a)
Motion Technologies$369.1 $297.9 23.9 %17.1 %
Industrial Process202.3 227.3 (11.0)%(12.2)%
Connect & Control Technologies127.3 138.7 (8.2)%(9.7)%
Eliminations(0.3)(0.6)
Total Revenue$698.4 $663.3 5.3 %1.5 %
For the Three Months Ended March 312020 2019 Change 
Organic (Decline) Growth(a)
Motion Technologies$297.9
 $315.2
 (5.5)% (3.0)%
Industrial Process227.3
 215.7
 5.4 % 0.8 %
Connect & Control Technologies138.7
 165.0
 (15.9)% (17.4)%
Eliminations(0.6) (0.4)    
Total Revenue$663.3
 $695.5
 (4.6)% (5.3)%
(a)
(a)See the section titled “Key Performance Indicators and Non-GAAP MeasuresKey Performance Indicators and Non-GAAP Measures” for a definition and reconciliation of organic revenue.
Motion Technologies (MT)
MT revenue for the three months ended March 31, 2020 decreased $17.3, or 5.5%,2021 increased $71.2, which included unfavorablefavorable foreign currency translation impact of $7.8.$20.3. Organic revenue decreased $9.5, or 3.0% driven primarily byincreased $50.9 as sales from our Friction business grew 20% from a 5% decline in Frictionstrong automotive recovery and significant outperformance versus global automotive production rates. Wolverine sales improved 9% due to a significant reductiongrowth in demand mainly in Chinasealings and Europe resulting from COVID-19. While automotive sales softened globally, we significantly outperformed the global market in the first quarter of 2020. In addition, Wolverine sales declined 3% due to weakness in the global auto market. These declines were partially offset by sales growth of 5% atOE shims, and KONI & Axtone primarilysales increased 5%.
The automotive industry is currently experiencing a global semiconductor supply shortage. This shortage has created supply chain disruptions for our automotive OEM customers resulting in temporary declines in production. As a result, demand for our OEM brake pads and parts may be affected until the Europeanshortage is resolved. We do not expect this shortage to have a material impact on our Friction business and North American rail market.its growth initiatives.
Industrial Process (IP)
IP revenue for the three months ended March 31, 2020 increased $11.6, or 5.4%,2021 decreased $25.0, which included revenue of $13.9 from our 2019 acquisition of Rheinhütte, and an unfavorablefavorable foreign currency translation impact of $4.0.$2.8. Organic revenue fordecreased $27.8, primarily driven by declines in our short-cycle business of 15% due to a decrease in baseline pumps and service within the three months ended March 31, 2020 increased $1.7, or 0.8%, drivenoil and gas market and lower pump project activity. This was partially offset by growth in pump projects. Revenue from pump projects grew 2% due to strength in oilvalves led by strong biopharma and gas in the Middle East. Revenue from our short-cycle business was relatively flat as demand for aftermarket service in the Middle East and strength in baseline pumps was offset by weakness in valves of 20%.industrial activity.
22

The level of order and shipment activity at IP can vary significantly from period to period due to pump projects which are highly engineered, customized to customer needs, and typically have longer lead times. Total orders during the three months ended March 31, 20202021 were $229.5, an increase$215.5, a decrease of 5%6.1%, compared to the prior year.year period. Backlog as of March 31, 20202021 was $391.7, a decrease$378.1, an increase of $3.7,$10.7, or 0.9%2.9%, compared to December 31, 2019.

2020. Our backlog represents firm orders that have been received, acknowledged, and entered into our production systems.
Connect & Control Technologies (CCT)
CCT revenue for the three months ended March 31, 20202021 decreased $26.3, or 15.9%,$11.4, which included revenue of $3.0 from our 2019 acquisition of Matrix, and an unfavorablefavorable foreign currency translation impact of $0.6.$2.0. Organic revenue decreased $28.7, or 17.4%declined $13.4, primarily driven by declines in the aerospace and defense and industrialmarket of 19% and 17%, respectively. The decline in aerospace and defense was primarily driven by further delays in production from Boeing’s 737 MAX, lower demand for aftermarket components27% due to a reductionthe decrease in global commercial air traffic and unfavorable timingas a result of the COVID-19 pandemic, as well as reduced production levels on key platforms. With the recent increase in commercial air travel, we expect sales to improve in the second half of the year. The decline was partially offset by a 17% increase in connector sales from defense programs. The declineacross end markets, with particular strength in revenue from the industrial market was driven primarily by temporary plant closures in Europe and China and distributor destocking.market.
GROSS PROFIT
Gross profit for the three months ended March 31, 2021 and 2020 was $229.0 and 2019 was $209.4, and $218.8, respectively, reflecting a gross margin of 31.6%32.8% and 31.5%31.6%, respectively. The increase in gross marginprofit was primarily due to supply chaindriven by higher sales volumes and net productivity improvementssavings, including the benefit of restructuring and lower tariffs.cost actions executed in 2020. These items were partially offset by unfavorable sales volumeraw material price increases, primarily driven by the supply of steel, copper, and tin.     
Since 2020, the prices of commodities, including raw materials such as steel, used in our production processes have risen each quarter. The rising prices are a result of increased demand as companies increased their safety stock due to lower demand as a result ofsupply chain uncertainty amid the COVID-19 pandemic and rising demand as economies recover while global production capacity was cut. The impact of higher commodities prices on our financial results during first quarter of 2021 were partially mitigated by fixed-price supply contracts with suppliers. The expiration of these fixed-price contracts, continued future commodity price increases, and supply constraints may have an increasingly unfavorable product mix.impact on our fiscal 2021 financial results. We intend to help mitigate some of this impact through price increases.
OPERATING EXPENSES
For the Three Months Ended March 312020 2019 ChangeFor the Three Months Ended March 3120212020Change
General and administrative expenses$60.2
 $51.9
 16.0 %General and administrative expenses$52.1 $57.1 (8.8)%
Sales and marketing expenses41.6
 40.2
 3.5 %Sales and marketing expenses36.7 41.6 (11.8)%
Research and development expenses22.7
 23.5
 (3.4)%Research and development expenses24.3 22.7 7.0 %
Asbestos-related (benefit) costs, net(40.7) 12.6
 **
Asbestos-related costs (benefit), netAsbestos-related costs (benefit), net2.4 (40.7)105.9 %
Restructuring costsRestructuring costs3.6 3.1 16.1 %
Asset impairment charges16.3
 —
 100.0 %Asset impairment charges— 16.3 **
Total operating expenses$100.1
 $128.2
 (21.9)%Total operating expenses$119.1 $100.1 19.0 %
Total Operating Expenses By Segment:     Total Operating Expenses By Segment:
Motion Technologies$36.2
 $35.8
 1.1 %Motion Technologies$41.6 $36.2 14.9 %
Industrial Process62.8
 39.7
 58.2 %Industrial Process36.3 62.8 (42.2)%
Connect & Control Technologies32.6
 32.8
 (0.6)%Connect & Control Technologies32.3 32.6 (0.9)%
Corporate & Other(31.5) 19.9
 (258.3)%Corporate & Other8.9 (31.5)128.3 %
** Resulting percentage change not considered meaningful.
General and administrative (G&A) expenses for the three months ended March 31, 2020 increased $8.3,2021 decreased $5.0, driven by cost reductions across all segments, which includes incremental costs of $2.2included savings from our 2019 acquisitions of Rheinhütte2020 global restructuring plan. In addition, bad debt expense declined by $3.5 due to collections from customers, and Matrix. Excluding these acquisitions, G&A expenses increased $6.1 driven by prior year government investments incentives of $3, unfavorable marketwe generated strong returns on corporatefrom our corporate-owned life insurance assetspolicies of $2.1, and unfavorable foreign exchange of $1.$1.7. These items were partially offset by a declinean increase in long-term incentive compensation.
Sales and marketing expenses for the three months ended March 31, 2020 increased $1.4, which includes incremental costs of $3.2 from our 2019 acquisitions of Rheinhütte and Matrix. Excluding these acquisitions, sales and marketing expenses2021 decreased $1.8 primarily$4.9, driven by cost reductionsaving actions across all segments.
23

Research and development expenses for the three months ended March 31, 2020 decreased $0.8.2021 increased $1.6, driven by a continued focus on strategic investments to drive future growth.
Asbestos-related costs were $2.4 for the three months ended March 31, 2021 compared to a benefit of $40.7 during the prior year. The prior year first quarter benefit was due to a $52.5 insurance settlement gain partially offset by costs of $11.8 to maintain a rolling 10-year estimate prior to the transition to a full horizon in the third quarter of 2020. See Note 19, Commitments and Contingencies, to the Consolidated Condensed Financial Statements for further information.
Restructuring costs increased $53.3$0.5 during the three months ended March 31, 2020, primarily due to a $66.4 settlement agreement with a group of insurers.2021. See Note 19,5, Commitments and ContingenciesRestructuring Actions, to the Consolidated Condensed Financial Statements for further information.
Asset impairment charges duringfor the three months ended March 31, 2020 arewere related to a business within IP that primarily serves the global upstream oil and gas market. See Note 11, Plant, Property and Equipment, net, and Note 12, Goodwill and Other intangible assets, net, to the Consolidated Condensed Financial Statements for further information. Significant additional adverse changes to the economic environment and future cash flows of other businesses could cause us to record additional impairment charges in future periods, which may be material.

OPERATING INCOME
 
For the Three Months Ended March 3120212020Change
Motion Technologies$76.0 $53.1 43.1 %
Industrial Process31.0 8.9 248.3 %
Connect & Control Technologies11.8 15.9 (25.8)%
Segment operating income118.8 77.9 52.5 %
Asbestos-related (costs) benefit, net(2.4)40.7 (105.9)%
Other corporate costs(6.5)(9.3)(30.1)%
Total corporate and other costs, net(8.9)31.4 (128.3)%
Total operating income$109.9 $109.3 0.5 %
Operating margin:
Motion Technologies20.6 %17.8 %280 bp
Industrial Process15.3 %3.9 %1,140 bp
Connect & Control Technologies9.3 %11.5 %(220)bp
Segment operating margin17.0 %11.7 %530 bp
Consolidated operating margin15.7 %16.5 %(80)bp
For the Three Months Ended March 312020 2019 Change
Motion Technologies$53.1
 $60.9
 (12.8)%
Industrial Process8.9
 22.2
 (59.9)%
Connect & Control Technologies15.9
 27.4
 (42.0)%
Segment operating income77.9
 110.5
 (29.5)%
Asbestos-related benefit (costs), net40.7
 (12.6) **
Other corporate costs(9.3) (7.3) (27.4)%
Total corporate31.4
 (19.9) (257.8)%
Total operating income$109.3
 $90.6
 20.6 %
Operating margin:     
Motion Technologies17.8% 19.3% (150)bp
Industrial Process3.9% 10.3% (640)bp
Connect & Control Technologies11.5% 16.6% (510)bp
Segment operating margin11.7% 15.9% (420)bp
Consolidated operating margin16.5% 13.0% 350bp
** Resulting percentage change not considered meaningful.
MT operating income for the three months ended March 31, 2020 decreased $7.8, and had a margin decline of 150 basis points.2021 increased $22.9. The decline in operating incomeincrease was primarily driven by unfavorable pricing and mix, government investment incentives receivedhigher sales volume of $23 due to a strong performance in the prior year of $3, lower volumes of $2.9, operational disruptions caused by COVID-19,global automotive market, net productivity, foreign exchange, and unfavorable foreign currency impacts of $1. These items werebenefits from restructuring actions, partially offset by savings from supply chain, productivity and prior year restructuring actions and a reduction in tariffs.investments for growth.
IP operating income for the three months ended March 31, 2020 decreased $13.3, and had a margin decline of 640 basis points.2021 increased $22.1. The decline in operating incomeincrease was primarily driven by prior year asset impairments of $16.3$16 related to a business that primarilymainly serves the global upstream oil and gas market, as well as unfavorable foreign currency impacts of $3.market. In addition, we realized savings from net productivity, price, benefits from restructuring actions, and favorable non-recurring items relating to a customer settlement and the CARES Act credit. These items were partially offset by savings from supply chain, productivitya decrease in sales volume of $11 and prior year restructuring actions and improved project execution. In addition, favorable pricing was largely offset by mix.unfavorable product mix of $3.
CCT operating income for the three months ended March 31, 20202021 decreased $11.5, and had a margin decline of 510 basis points,$4.1. The decrease was primarily driven by a decline in operating income of $15 from lower sales volumes and an increase in restructuring costs of $1.4.$7. These items were partially offset by net productivity and benefits from productivity, supply chain, and past restructuring actions. Additionally, higher commodity costs were partially offset by favorable pricing.
Other corporate costs for the three months ended March 31, 2020 increased $2.0 reflecting unfavorable market returns on corporate owned2021 decreased $2.8. The decline was primarily driven by benefits from restructuring actions and an increase in corporate-owned life insurance assets and higher restructuring costs, partially offset by lower incentive compensation costs.income of $1.7.
24

INTEREST AND NON-OPERATING EXPENSES AND INCOME, AND EXPENSES, NET
For the Three Months Ended March 312020 2019 ChangeFor the Three Months Ended March 3120212020Change
Interest and non-operating expenses (income), net$0.6
 $(0.5) (220.0)%
Interest and non-operating (income) expenses, netInterest and non-operating (income) expenses, net$(1.3)$0.6 (316.7)%
The change during the three months ended March 31, 20202021 was primarily due to an increasea decrease in pension-related expense as well as a decline in interest rates on cash and money market investments. In addition, we expect to incur incremental interest expense of approximately $2 through the maturity date of the approximately $500 of outstanding borrowings under our Revolving Credit Agreement. Additionally, we recently entered into two 364-day revolving credit agreements totaling $200 and may incur incremental interest expense based on future borrowings at a rate of LIBOR plus a margin of uplower postretirement expenses due to 1.55%.  

U.S. Qualified Pension Plan Termination
On February 19, 2020, the Company’s Board of Directors conditionally authorized the termination of our U.S. qualified pension plan in the fourth quarter of 2020, as described below.
U.S. Qualified Pension Plan Termination
In the fourth quarter of 2020, the Company terminated its U.S. qualified pension plan by offeringpurchasing a group annuity contract from MassMutual Life Insurance Company (MassMutual), which fully assumed the responsibility for paying and administering pension benefits to approximately five thousand plan participants and their beneficiaries. In connection with the plan termination, the Company settled all future obligations under the plan by providing lump sum distributionspayments to certaineligible participants who elected to receive them, and by transferring the plan’s remaining projected benefit obligationsobligation to anthe insurance company through one or more group annuity contracts. If we proceedcompany. The termination was funded with the termination of the plan the transaction is expected to occur in the second half of 2020 and would result in a non-cash pension settlement chargeassets of approximately $130 to $140 before tax, which includes recognition$320 and cash of the remaining pension losses currently recorded in accumulated other comprehensive loss, and derecognition of the net assets of the plan.$8.4.
INCOME TAX EXPENSE
For the Three Months Ended March 312020 2019 ChangeFor the Three Months Ended March 3120212020Change
Income tax expense$24.7
 $19.7
 25.4%
Income tax (benefit) expenseIncome tax (benefit) expense$24.7 $24.7 — %
Effective tax rate22.7% 21.6% 110bpEffective tax rate22.2 %22.7 %(50)bp
The higherlower effective tax rate during the first quarter of 20202021 was primarily due to an increasedriven by favorable permanent benefits in unbenefited tax losses in Germanyboth foreign and U.S. jurisdictions, partially offset by higher tax expense of $3.9 on future distributions of foreign exchange losses on distributions resulting inearnings.
During the three months ended March 31, 2021, the Company recognized a tax benefit of $2.0.
In response$2.4 from the employee retention credit. The benefit was recorded in operating income and related to COVID-19, the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) was signed into law on March 27, 2020. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. In addition, certainpayroll taxes. Certain non-U.S. jurisdictions have also enacted similar stimulus measures. The Company is currently evaluatingWe continue to monitor any effects that may result from the impact of these measures on its consolidated financial statements. If these measures are determined to be applicableCARES Act or other similar legislation globally. See Note 6, Income Taxes, to the Company, they may result in cash refunds and an income tax benefit recorded in the Consolidated Statement of Operations.Condensed Financial Statements for further information.
Our financial condition and results of operations have been and are expected to continue to be adversely affected by the COVID-19 pandemic and the governmental and market reactions to COVID-19. The impacts on earnings have already and will continue to have an impact on the Company’s overall effective tax rate throughout the year.
LIQUIDITY
Funding and Liquidity Strategy
We monitor our funding needs and design and execute strategies to meet overall liquidity requirements, including the management of our capital structure, on both a short- and long-term basis. Significant factors that affect our overall management of liquidity include our cash flow from operations, credit ratings, the availability of commercial paper, access to bank lines of credit, term loans, and the ability to attract long-term capital on satisfactory terms. We assess these factors along with current market conditions on a continuous basis, and as a result, may alter the mix of our short- and long-term financing when it is advantageous to do so. We expect to have enough liquidity to fund operations for at least the next 12 months and beyond.
As a result of the COVID-19 global pandemic, we anticipate future unfavorable impacts to our cash flow from operations, which is the primary source of funding for our ongoing working capital needs. These negative impacts include, but are not limited to, lower revenues and orders from customer delays, missed or late deliveries due to disruptions in our global supply chain, delayed supplier deliveries, or the inability to procure supplier inputs at reasonable prices or at all, and customer bankruptcies or delays in customer receivable collections. We are unable to predict how long these negative impacts will last, therefore we have taken proactive measures to access additional liquidity. This includes accessing our existing Revolving Credit Agreement which had outstanding borrowings of $384.5 as of March 31, 2020, and approximately $500 as of the date of this report.2021, we had no outstanding borrowings under our revolving credit agreements. We also subsequently secured two 364-day revolving credit agreements totaling $200 on April 29, 2020continue to further enhance our liquidity position. Additionally, we are takingtake a proactive approach to preserve cash by renegotiating contracts with vendors where possible, as well as applying aggressive cost savings measures to limit discretionary spending, and implementing actions to reduce our cost structure going forward.structure. The Company is also evaluatingcontinues to evaluate the various global governmental programs instituted in response to COVID-19, including the American Rescue Plan Act of 2021 (ARPA). ARPA builds upon many of the measures in the CARES Act infrom March 2020 and the U.S., to further maximize our liquidity. The CARESConsolidated Appropriations Act from December 2020. ARPA and various global programs in the jurisdictions in which we operate generally provide for deferrals of tax payments, employee retention credits, workforce incentives, as well asand incentive financing programs backed by governmental

agencies. As of March 31, 2020,2021, we have not incurred any borrowings under any governmental loan programs, but may pursue such financings in the future as an additional source of liquidity.programs.
25

We manage our worldwide cash requirements considering available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We have identified and continue to look for opportunities to access cash balances in excess of local operating requirements to meet our global liquidity needs in a cost-efficient manner. We plan to continue to transfer cash between certain international subsidiaries and the U.S. and other international subsidiaries when it is cost effective to do so. The passage of the U.S. Tax Cuts and Jobs Act of 2017 (Tax Act) in 2017 provided greater flexibility around our global cash management strategy related to the amount and timing of transfers, and we will continue to support growth and expansion in markets outside of the U.S. through the development of products, increased capital spending, and potential foreign acquisitions. NetThere were no net cash distributions from foreign countries to the U.S. during the three months ended March 31, 2020 was $270.2, and through the date of this report was $387.7.2021. During the year ended December 31, 2019,2020, we had net cash distributions from foreign countries to the U.S. of $11.4.$498.2. The timing and amount of any additional future distributions remains under evaluation based on our jurisdictional cash needs.
The amount and timing of dividends payable on our common stock are within the sole discretion of our Board of Directors and will be based on, and affected by, a number of factors, including our financial position and results of operations, available cash, expected capital spending plans, prevailing business conditions and other factors the Board of Directors deems relevant. Therefore, there can be no assurance as to what level of dividends, if any, will be paid in the future. In the first quarter of 2020,2021, we declared dividendsa dividend of $0.169$0.22 per share for shareholders of record on March 16, 2020. The dividend2021, which was a 28% increase from the quarterly dividends declared in 2020 and amounted to dividend payments of $14.9 was a 15.5% increase from the dividend declared in 2019.$19.0.
During the first quarter of 2020, we completed our $1 billion share repurchase plan approved in 2006 and commenced repurchases under the recently approved $500 share repurchase plan (the 2019 Plan).approved in 2019. During the three months ended March 31, 20202021 and 2019,2020, we repurchased and retired 1.70.6 and 0.21.7 shares of common stock for $73.2$50.0 and $10.5,$73.2, respectively, under our share repurchase plan. As part of our COVID-19 response, we are temporarily suspending additional share repurchase activity.plans. Separate from our share repurchase plans, the Company repurchased 0.1 and 0.2 shares during both the three months ended March 31, 20202021 and 2019,2020, respectively, for an aggregate price of $10.2$11.0 and $9.4,$10.2, respectively, in settlement of employee tax withholding obligations due upon the vesting of RSUs and PSUs. All repurchased shares are canceled immediately following the repurchases.
Commercial Paper
When available and economically feasible, we have accessed the commercial paper market through programs in place in the U.S. and Europe to supplement cash flows generated internally and to provide additional short-term funding. Commercial paper outstanding as of March 31, 2021 was $58.8, under the Company’s Euro program. Outstanding commercial paper as of March 31, 2021 had maturity terms of less than three months from the date of issuance.
Revolving Credit Agreements
Our $500 revolving credit agreement (the Revolving Credit Agreement) provides for increases of up to $200 for a possible maximum total of $700 in aggregate principal amount. These increased commitments are subject to certain conditions and therefore may not be available to us. The Revolving Credit Agreement is intended to provide access to additional liquidity and be a source of alternate funding to the commercial paper program, if needed. Our policy is to maintain unused committed bank lines of credit in an amount greater than outstanding commercial paper balances. As of March 31, 2020,2021, we had no outstanding borrowings under the Revolving Credit Agreement were €350 euro ($384.5 as of March 31, 2020) with a weighted average interest rate of 1.1% and varying maturity dates all within six months or less. On April 3, 2020, we borrowed an additional €109 euros (approximately $118) with a weighted average interest rate of 1.1% that matures in six months, for total borrowings of approximately $500.Agreement. The provisions of the Revolving Credit Agreement require that we maintain an interest coverage ratio, as defined therein, of at least 3.0 and a leverage ratio, as defined therein, of not more than 3.0. In the event of a ratings downgrade of the Company to a level below investment grade, the direct and indirect significant U.S. subsidiaries of the Company would be required to guarantee the obligations under the Revolving Credit Agreement. The Revolving Credit Agreement matures in November 2022.
On April 29, 2020, we entered into two 364-day revolving credit agreements totaling $200 (the Incremental Revolving Credit Agreements) which provide the Company with additional liquidity in excess of the Revolving Credit Agreement. The interest rate per annum is based on the LIBOR rate, adjusted for statutory reserve requirements, plus a margin of up to 1.55%. The provisions of the Incremental Revolving Credit Agreements mirror those of the Revolving Credit Agreement, including all covenants. In addition, the Incremental Revolving Credit Agreements did not violate any negative covenants associated with the existing Revolving Credit Agreement. There were no outstanding borrowings under theThe Incremental Revolving Credit Agreements as ofAgreement expired in April and we did not renew the date of this Report.agreements.
As of March 31, 2020,2021, our interest coverage ratio and leverage ratios associated with our revolving credit agreements were within the prescribed thresholds. Additionally, we currently expect to remain within the prescribed thresholds until maturity.

26
Commercial Paper

Due to the current COVID-19 pandemic outbreak, global commercial paper markets have been less available as an immediate source of liquidity. When available and economically feasible, we access the commercial paper market through programs in place in the U.S. and Europe to supplement cash flows generated internally and to provide additional short-term funding. As of March 31, 2020, we had no outstanding commercial paper borrowings.
See Note 14, Debt, to the Consolidated Condensed Financial Statements for further information.
Sources and Uses of Liquidity
Our principal source of liquidity is our cash flow generated from operating activities, which provides us with the ability to meet the majority of our short-term funding requirements. The following table summarizes net cash derived from or used in operating, investing, and financing activities from continuing operations, as well as net cash from discontinued operations, for the three months ended March 31, 20202021 and 2019.2020. 
For the Three Months Ended March 312020 2019For the Three Months Ended March 3120212020
Operating activities$53.5
 $42.1
Operating activities$70.8 $53.5 
Investing activities(26.2) (28.8)Investing activities(17.1)(26.2)
Financing activities212.0
 (21.0)Financing activities(122.8)212.0 
Foreign exchange(11.7) 0.7
Foreign exchange(10.4)(11.7)
Total net cash provided by (used in) continuing operations227.6
 (7.0)
Net cash provided by (used in) discontinued operations0.2
 (0.4)
Total net cash (used in) provided by continuing operationsTotal net cash (used in) provided by continuing operations(79.5)227.6 
Net cash (used in) provided by discontinued operationsNet cash (used in) provided by discontinued operations(0.1)0.2 
Net change in cash and cash equivalents$227.8
 $(7.4)Net change in cash and cash equivalents$(79.6)$227.8 
Operating Activities
The increaseimprovement in net cash provided by operating activities was driven by favorable working capitalprimarily due to collections from customersan increase in segment operating income and a reduction in incentive compensation and asbestos payments. These items were partially offset by a declinean increase in segment operating income of approximately $14, after adjustments for non-cash charges, such as depreciation and amortization, and as well as proceeds received in the prior year of $9 related to an intellectual property settlement.
As a result of the COVID-19 global pandemic, we may experience a negative impact to our working capital in future periods related to the challenging global economic environment. Collecting from customers will become increasingly difficult the longer the COVID-19 pandemic continues.support sales growth.
Investing Activities
The decrease in net cash used in investing activities was driven by a decline in capital expenditures of $7.0, partially offset by$5.0. Also, last year included $4.7 in additional payments related to our 2019 acquisition of Rheinhütte.
As a result of the COVID-19 global pandemic, we have implemented various cost savings measures and as a result, we expect a reduction in capital expenditures of $35 in 2020.
Financing Activities
The increasedecrease in net cash from financing activities was primarily driven by newa decline in revolver borrowings under our Revolving Credit Agreement of $378.3 along with a declineand an increase in dividends paid of $13.0.$18.9. These items were partially offset by the repayments of $82.7 in Commercial Paper and an increasea decline in repurchases of ITT common stock of $63.5.$22.4 and repayments under our commercial paper program of $40.1.
Subsequent to the end of the first quarter of 2020, we borrowed approximately $118 against our Revolving Credit Agreement and entered into two 364-day revolving credit agreements totaling $200.
Discontinued Operations
The change in net cash from discontinued operations was primarily driven by tax-related reimbursements from a former subsidiary.

Asbestos
Based on the estimated undiscounted asbestos liability as of March 31, 20202021 for claims filed or estimated to be filed over the next 10 years,through 2052, we have estimated that we will be able to recover approximately 52%46% of the asbestos indemnity and defense costs from our insurers. ActualHowever, 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 30%.over time. 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 predictpredict. The Company has negotiated with certain of its excess insurers to reimburse the Company for a portion of its settlement or defense costs as incurred, frequently referred to as "coverage-in-place" agreements. Under coverage-in-place agreements, an insurer’s policies remain in force and the insurer undertakes to provide coverage for the Company’s present and future asbestos claims on specified terms and conditions that address, among other things, the share of asbestos claims costs to be paid by the insurer, payment terms, claims handling procedures and the expiration of the insurer’s obligations. The Company has entered into policy buyout agreements with certain insurers confirming the aggregate amount of available coverage under the subject policies and setting forth a schedule for future payments to a high degreeQualified Settlement Fund, to be disbursed for future asbestos costs. Collectively, these agreements are designed to facilitate an orderly resolution and collection of uncertainty.ITT’s insurance and to mitigate issues that insurers may raise regarding their responsibility to respond to claims.
As of March 31, 2021, the Company has entered into coverage-in-place agreements and policy buyout agreements representing approximately 73% of our recorded asbestos-related asset. 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 March 31, 2020.2021. We continue to pursue our right to reimbursement for asbestos-related losses
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
27

under certain insurance policies in the estimated asbestos liabilitycoverage litigation and the delay between the date a claim is filed and when it is resolved. Subjectexplore negotiations with our insurers 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 2032.maximize our insurance recoveries.
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 $10$20 to $20$30 over the next fiveten years, and increase to an average of approximately $35 to $45 per year over the remainder of the projection period as certain insurance coverage is exhausted.with declines in subsequent years. Net cash outflows for defense and indemnity, net of tax, averaged $20$13 over the past three annual periods. Total net asbestos cash outflows also include certain administrative costs such as legal-relatedlegal related costs for insurance recovery strategies not included in the defense and indemnity projections.asset recoveries.
In light of the variablesuncertainties and uncertaintiesvariables inherent in the long-term projection of the Company’sCompany's asbestos exposures and potential recoveries, while 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 2030.
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 asbestosfuture claims. We believe it is possible that the future events affecting the key factors and other variables withinover the next 10 years, as well as the cost of asbestos claims filed beyond the next 10 years, net of expected recoveries,projection period 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, and backlog, some of which are calculated other than in accordance with accounting principles generally accepted in the United States of America (GAAP). In addition, we consider certain 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. Some of these metrics, however, are not measures of financial performance under GAAP and should not be considered a substitute for measures determined in accordance with GAAP. We consider the following non-GAAP measures to be key performance indicators, whichindicators. These measures may not be comparable to similarly titled measures reported by other companies.
•“Organic revenue” is defined as revenue, excluding the impacts of foreign currency fluctuations, acquisitions, and divestitures 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 provides useful information to investors by facilitating easier comparisons of our revenue performance with prior and future periods and to our peers.
A reconciliation of revenue to organic revenue for the three months ended March 31, 20202021 is provided below.
Three Months Ended March 31Motion TechnologiesIndustrial
Process		Connect & Control
Technologies		EliminationsTotal
ITT
2021 Revenue$369.1 $202.3 $127.3 $(0.3)$698.4 
Foreign currency translation(20.3)(2.8)(2.0)0.1 (25.0)
2021 Organic revenue$348.8 $199.5 $125.3 $(0.2)$673.4 
2020 Revenue$297.9 $227.3 $138.7 $(0.6)$663.3 
Organic (decline) growth50.9 (27.8)(13.4)0.4 10.1 
Percentage change17.1 %(12.2)%(9.7)%1.5 %
28

Three Months Ended March 31Motion TechnologiesIndustrial
Process
Connect & Control
Technologies
Eliminations
Total
ITT
2020 Revenue $297.9
  $227.3
  $138.7
  $(0.6)  $663.3
Acquisitions —
  (13.9)  (3.0)  —
  (16.9)
Foreign currency translation 7.8
  4.0
  0.6
  —
  12.4
2020 Organic revenue $305.7
  $217.4
  $136.3
  $(0.6)  $658.8
2019 Revenue $315.2
  $215.7
  $165.0
  $(0.4)  $695.5
Organic (decline) growth (9.5)  1.7
  (28.7)  (0.2)  (36.7)
Percentage change (3.0)%  0.8%  (17.4)%     (5.3)%
•“Adjusted operating income” and “Adjusted segment operating income” are defined as operating income, adjusted to exclude special items that include, but are not limited to, asbestos-related impacts, restructuring, realignment, certain asset impairment charges, certain acquisition-related impacts, 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. “Adjusted operating margin” and “Adjusted segment operating margin” are defined as adjusted operating income or adjusted segment operating income 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 in evaluating operating performance in relation to our competitors.
A reconciliation of operating income to adjusted operating income for the three months ended March 31, 20202021 and 20192020 is provided below.
Three Months Ended March 31, 2021Motion
Technologies		Industrial
Process		Connect & Control
Technologies		Total
Segment		CorporateTotal ITT
Operating income (loss)$76.0 $31.0 $11.8 $118.8 $(8.9)$109.9 
Asbestos-related costs, net— — — — 2.4 2.4 
Restructuring costs— 0.9 2.4 3.3 0.3 3.6 
Other(a)
— — — — 1.1 1.1 
Adjusted operating income (loss)$76.0 $31.9 $14.2 $122.1 $(5.1)$117.0 
Adjusted operating margin20.6 %15.8 %11.2 %17.5 %16.8 %
Three Months Ended March 31, 2020Motion
Technologies		Industrial
Process		Connect & Control
Technologies		Total
Segment		CorporateTotal ITT
Operating income$53.1 $8.9 $15.9 $77.9 $31.4 $109.3 
Asbestos-related benefit, net— — — — (40.7)(40.7)
Asset impairment charges(b)
— 16.3 — 16.3 — 16.3 
Restructuring costs— 0.1 1.5 1.6 1.5 3.1 
Acquisition-related expenses— 0.3 0.1 0.4 — 0.4 
Other— — — — 0.3 0.3 
Adjusted operating income (loss)$53.1 $25.6 $17.5 $96.2 $(7.5)$88.7 
Adjusted operating margin17.8 %11.3 %12.6 %14.5 %13.4 %
(a)Other includes accelerated amortization of an intangible asset.
(b)Asset impairment charges are related to a business within IP that primarily serves the global upstream oil and gas market.
29

Three Months Ended March 31, 2020Motion
Technologies		Industrial
Process		Connect & Control
Technologies		Total
Segment		CorporateTotal ITT
Operating income $53.1
 $8.9
 $15.9
 $77.9
 $31.4
 $109.3
Asbestos-related benefit, net —
 —
 —
 —
 (40.7) (40.7)
Asset impairment charges(a)
 —
 16.3
 —
 16.3
 —
 16.3
Restructuring costs —
 0.1
 1.5
 1.6
 1.5
 3.1
Acquisition-related expenses —
 0.3
 0.1
 0.4
 —
 0.4
Realignment costs and other —
 —
 —
 —
 0.3
 0.3
Adjusted operating income (loss) $53.1
 $25.6
 $17.5
 $96.2
 $(7.5) $88.7
Adjusted operating margin 17.8% 11.3% 12.6% 14.5%   13.4%


Three Months Ended March 31, 2019Motion
Technologies		Industrial
Process		Connect & Control
Technologies		Total
Segment		CorporateTotal ITT
Operating income $60.9
 $22.2
 $27.4
 $110.5
 $(19.9) $90.6
Asbestos-related costs, net —
 —
 —
 —
 12.6
 12.6
Restructuring costs 0.7
 0.3
 0.1
 1.1
 —
 1.1
Realignment costs and other(b)
 —
 0.5
 0.3
 0.8
 (0.3) 0.5
Adjusted operating income (loss) $61.6
 $23.0
 $27.8
 $112.4
 $(7.6) $104.8
Adjusted operating margin 19.5% 10.7% 16.8% 16.2%   15.1%
(a)Asset impairment charges in 2020 are related to a business within IP that primarily serves the global upstream oil and gas market.
(b)Realignment costs and other in 2019 include management reorganization costs at IP, costs associated with a resolved DOJ civil matter at CCT, and income associated with the sale of excess property at Corporate.
•“Adjusted income from continuing operations” is defined as income from continuing operations attributable to ITT Inc. adjusted to exclude special items that include, but are not limited to, asbestos-related impacts, restructuring, realignment, certain asset impairment charges, pension termination and settlement impacts, certain acquisition-related impacts, income tax settlements or adjustments, and unusual or infrequent 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. 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” (Adjusted EPS) is 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.
A reconciliation of income from continuing operations to adjusted income from continuing operations, for the three months ended March 31, 20202021 and 20192020 is provided below.
For the Three Months Ended March 3120212020
Income from continuing operations attributable to ITT Inc.$86.2 $83.7 
Net asbestos-related costs (benefit), net of tax (benefit) expense of ($0.5), and $8.9, respectively1.9 (31.8)
Asset impairment charges, net of tax benefit of $0.0 and, $0.1, respectively(a)
— 16.2 
Restructuring costs, net of tax benefit of $0.5, and $0.8, respectively3.1 2.3 
Acquisition-related costs, net of tax benefit of $0.0 and $0.0, respectively— 0.4 
Tax-related special items(b)
— (2.0)
Other, net of tax benefit of $0.3, and $0.4, respectively(c)
0.8 1.3 
Adjusted income from continuing operations$92.0 $70.1 
Income from continuing operations attributable to ITT Inc. per diluted share (EPS)$0.99 $0.95 
Adjusted EPS$1.06 $0.80 
(a)Asset impairment charges are related to a business within IP that primarily serves the global upstream oil and gas market.
(b)Tax-related special items include the impacts of valuation allowances.
(c)Other special items include accelerated amortization of an intangible asset during the first quarter of 2021 and costs associated with the termination of U.S. Qualified pension plan during the first quarter of 2020.

30
For the Three Months Ended March 312020 2019
Income from continuing operations attributable to ITT Inc.$83.7
 $71.3
Net asbestos-related (benefit) costs, net of tax expense (benefit) of $8.9 and ($3.0), respectively(31.8) 9.6
Asset impairment charges, net of tax benefit of $0.1 and $0.0, respectively(a)
16.2
 —
Restructuring costs, net of tax benefit of $0.8, and $0.3, respectively2.3
 0.8
Acquisition-related costs, net of tax benefit of $0.0 and $0.0, respectively0.4
 —
Tax-related special items(b)
(2.0) (1.1)
Realignment costs and other, net of tax benefit of $0.4 and $0.1, respectively(c)
1.3
 0.4
Adjusted income from continuing operations$70.1
 $81.0
Income from continuing operations attributable to ITT Inc. per diluted share (EPS)$0.95
 $0.80
Adjusted EPS$0.80
 $0.91
(a)Asset impairment charges in 2020 are related to a business within IP that primarily serves the global upstream oil and gas market.
(b)Tax-related special items during the first quarter of 2020 relate to impacts from a valuation allowance. Tax-related special items during the first quarter of 2019 primarily relate to the release of a valuation allowance and excess tax benefits related to stock compensation, partially offset by tax expense on undistributed foreign earnings.
(c)Realignment costs and other during the first quarter of 2020 primarily relate to costs associated with the termination of U.S. Qualified pension plan at Corporate. Realignment costs and other during the first quarter of 2019 primarily relate to a management reorganization at IP.


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 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 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 Discussion and Analysis of Financial Condition and Results of Operations in the 20192020 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 estimates. There have been no significant changes concerning ITT’s critical accounting estimates as described in our 20192020 Annual Report.
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 20192020 Annual Report, other than those mentioned below..
Interest Rate Exposures
As of March 31, 2020, our outstanding variable rate debt was $384.5. We estimate that a hypothetical increase in interest rates of 100 basis points would result in approximately $4 of additional annual interest expense based on current borrowing levels.
ITEM 4. 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. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this Report, the Company’s disclosure controls and procedures were effective.
There have been no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting. In addition, we have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are workingcontinue to work remotely due toduring the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.
31

PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in legal proceedings that are incidental to the operation of our businesses.business. Some of these proceedings allege damages relating to asbestos and 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 Note 19, 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:Report.
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’s 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 March 31, 2020, we have recorded an undiscounted asbestos-related liability for pending claims and unasserted claims estimated to be filed over the next 10 years of $804.8, including expected legal fees, and an associated asset of $420.8 which represents estimated recoveries from insurers, resulting in a net asbestos exposure of $384.0.
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.
ITEM 1A. RISK FACTORS
Reference is made to the risk factors set forth in Part I, Item 1A, “Risk Factors,”Factors”, of our 20192020 Annual Report, which are incorporated by reference herein. There have been no material changes with regard to the risk factors disclosed in such report, other than those noted below.report.
Our financial condition and results of operations may be adversely affected by the COVID-19 pandemic and the governmental and market reactions to COVID-19.
The recent pandemic outbreak of COVID-19 has surfaced in nearly all regions around the world. The COVID-19 pandemic and the resulting measures by federal, state and local governments to contain the outbreak have caused, and continue to cause, significant disruptions in our businesses and in global markets where we operate. These disruptions may have a material adverse effect on our financial condition and results of operations due to, among other potential events and circumstances, the occurrence of the following:
partial or full closure of our offices or manufacturing facilities, either voluntarily or in response to government mandates, including as a result of an outbreak of COVID-19 that directly effects our workforce;

lower production capacity and labor productivity due to employee illness, loss of key personnel, increased absenteeism, inability to travel, or the implementation of government mandated or voluntary preventative measures such as reductions in operating hours;
reduced sales related to decreased customer demand and spending, order push-outs, order cancellations or unfavorable pricing dynamics;
missed or late deliveries due to disruptions in our global supply chain, delayed supplier deliveries, or the inability to procure supplier inputs at reasonable prices or at all;
delays in collections or an inability to collect on customer receivables;
customer or supplier bankruptcy;
liquidity challenges including an inability to pay suppliers and vendors;
difficulty accessing capital markets;
increasing indebtedness due to our need to increase borrowing to fund operations during a period of reduced revenue; and
delays in capital investments or research and development.
At this time, we cannot predict the duration or magnitude of the COVID-19 pandemic, the various governmental containment measures or the resulting disruptions to our markets and our business. The longer the pandemic continues, the more likely that the foregoing risks will be realized and that other negative impacts on our business will occur, including some that we are not currently able to predict.
Our business is impacted by our customers’ levels of capital investment and maintenance expenditures, particularly in the oil and gas, chemical, and mining markets.
Demand for certain industrial products and services depends on the level of capital investment and planned maintenance expenditures of our customers. Our customers’ levels of capital expenditures depend, in turn, on general economic conditions, availability of credit, economic conditions within their respective industries and expectations of future market behavior. Additionally, volatility in commodity prices can negatively affect the level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders. The ability of our customers to finance capital investment and maintenance may also be affected by factors independent of the conditions in their industries, such as the condition of global credit and capital markets.
The businesses of many of our customers, particularly those in the oil and gas, chemical, and mining industries, which represented approximately 10%, 9%, and 3%, respectively, of our 2019 revenue, are to varying degrees cyclical and have experienced, and may in the future experience, periodic downturns of varying severity. For example, the volatility of the oil and gas market has generally been dependent upon the prevailing view of future gas and oil prices, which are influenced by numerous supply and demand factors, including availability and cost of capital, global and domestic economic conditions, environmental regulations, policies of OPEC countries and Russia, and other factors. Recent actions by Saudi Arabia and Russia and the COVID-19 pandemic have caused a worldwide oversupply in oil and gas, resulting in significant reductions in oil and gas prices. Our customers in these industries, particularly those whose demand for our products and services is primarily profit-driven, historically have tended to delay large capital projects, including expensive maintenance and upgrades, during economic downturns. Additionally, fluctuating energy demand forecasts and commodity pricing and other macroeconomic factors may cause our customers to be more conservative in their capital planning, which could reduce demand for our products and services. Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity, which unfavorably impacts our absorption of fixed manufacturing costs. This reduced demand may also erode average selling prices in our industry. These factors could have a material adverse effect on our business, results of operations and financial condition.
Additionally, some of our customers may choose to postpone capital investment and maintenance, even during favorable conditions in their industries or markets, which could lead to the delay or cancellation of orders. Despite these favorable conditions, the general health of global credit and capital markets and our customers’ ability to access such markets may significantly impact investments in large capital projects, as well as necessary maintenance and upgrades. In addition, the liquidity and financial position of our customers, which are typically directly linked to the economies in which they operate, could impact capital investment decisions and their ability to pay in full and/or on a timely basis. Any of these factors, whether individually or in the aggregate, could have a material adverse effect on our customers and, in turn, our business, results of operations and financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of equity securities by the issuer and affiliated purchasers
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

PERIOD
TOTAL
NUMBER
OF SHARES
PURCHASED(1)
AVERAGE
PRICE
PAID
PER SHARE(2)
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS(3)
MAXIMUM DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS(3)
1/1/2021 - 1/31/2021— $— — $488.7 
2/1/2021 - 2/28/20210.2 $82.07 0.2 $472.1 
3/1/2021 - 3/31/20210.5 $84.11 0.4 $438.7 
(1)Includes shares purchased in settlement of employee tax withholding obligations due upon the vesting of RSUs and PSUs.
(2)Average price paid per share is calculated on a settlement basis and includes commissions.
(3)On October 30, 2019, the Board of Directors approved an indefinite term $500 share repurchase program (the 2019 Plan). We intend to utilize the 2019 Plan in a manner that 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.
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

PERIOD
TOTAL
NUMBER
OF SHARES
PURCHASED(1)
AVERAGE
PRICE
PAID
PER SHARE(2)
TOTAL NUMBER OF SHARES PURCHASED AS PART OF PUBLICLY ANNOUNCED PLANS OR PROGRAMS(3)
MAXIMUM DOLLAR VALUE OF SHARES THAT MAY YET BE PURCHASED UNDER THE PLANS OR PROGRAMS(3)
1/1/2020 - 1/31/2020—
 $—
 —
  $561.9
 
2/1/2020 - 2/29/2020—
 $—
 —
  $561.9
 
3/1/2020 - 3/31/20201.9
 $44.09
 1.7
  $488.7
 
(1)Includes shares purchased in settlement of employee tax withholding obligations due upon the vesting of RSUs and PSUs.
(2)Average price paid per share is calculated on a settlement basis and includes commissions.
(3)On October 27, 2006 (the 2006 Plan), our Board of Directors approved a three-year, $1 billion share repurchase program, which it modified in 2008 to make the term indefinite. On October 30, 2019 (the 2019 Plan), the Board of Directors approved a new indefinite term $500 share repurchase program. During the first quarter of 2020, we completed the 2006 Plan and commenced repurchases under the 2019 Plan. We intend to utilize the program in a manner that 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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
32

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 by the Office of Foreign Assets 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 €2.2 million euros and €1.5 million euros, respectively. Prior to its acquisition by ITT, Bornemann issued a performance bond to its Iranian customer in the amount of €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 March 31, 2020,2021, however, Bornemann did pay fees of approximately €3 thousand euros during the three months ended March 31, 20202021 and approximately €11 thousand euros during 20192020 to the German financial institution which is maintaining the Bond.
Amended and Restated By-laws
On April 29, 2020, the Board of Directors of the Company adopted Amended and Restated By-laws (the By-laws) to provide that meetings of the Company’s shareholders may be conducted solely by means of remote communication, as permitted by the Indiana Business Corporation Law. The By-laws are effective immediately and supersede the previously existing Amended and Restated By-laws, which took effect on May 23, 2018.
The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, which is attached as Exhibit 3.2, and is incorporated herein by reference.



ITEM 6. EXHIBITS
EXHIBIT NUMBER
DESCRIPTION
EXHIBIT NUMBER(10.1)*
DESCRIPTION
(3.2)
(10.1)*
Form of 20202021 Performance Unit Award Agreement
(10.2)*
(10.3)*(31.1)
(10.4)*
ITT Deferred Compensation Plan for Non-Employee Directors, amended and restated as of December 31, 2019
(10.5)
Credit Agreement, dated as of April 29, 2020, between ITT Inc. and U.S. Bank National Association
(10.6)
Credit Agreement, dated as of April 29, 2020, between ITT Inc. and BNP Paribus
(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)
(32.1)
(32.2)
(101)
The following materials from ITT Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020,2021, formatted in Inline XBRL (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’ Equity, (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 March 31, 2020,2021, formatted in Inline XBRL (included in Exhibit 101).
*Management compensatory plan
33

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:
By:/s/ John Capela
John Capela
Chief Accounting Officer
(Principal Accounting Officer)
May 1, 2020

7, 2021
39
34