ITT INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (kind 10-Q)

(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

energy markets. We manufacture components that are integral to the operation of

systems and manufacturing processes in these key markets. Our products enable

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 in achieving their business goals. Our technology and

customer intimacy 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 reportable segments:

Motion Technologies (MT), Industrial Process (IP), and Connect & Control

Technologies (CCT). See Note 3, Segment Information , in this Report for a

summary description of each segment. Additional information is also available in

our 2021 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 April 3, 2021, unless stated otherwise.

COVID-19 Update:

The Company continues to respond to and recover from the challenges stemming

from the COVID-19 pandemic, including managing significant market headwinds,

supply chain disruptions, shipping delays, and reduced availability of skilled

labor. We continue to be proactive in responding to these challenges, including

working closely with our suppliers to minimize disruptions within our global

supply chain. As a result, we have been able to continue delivering high quality

products to our customers.

Future impacts of COVID-19 on our business and financial results remain

uncertain and will be dependent on the effect and duration of variant strains of

the virus, including Omicron and BA.2. As a result of some of these variants,

certain countries around the world in which we operate, such as China, are

reinstituting previously-lifted restrictive measures that were initially

implemented to curtail the spread of the virus. Continued challenges resulting

from the COVID-19 pandemic have adversely impacted, and may continue to

adversely impact, our business and financial results. For additional discussion

of risks related to COVID-19, see Part I, Item IA, “Risk Factors” in our 2021

Annual Report .

Russia-Ukraine Conflict:

In February 2022, the United States announced targeted economic sanctions on

Russia and certain Russian citizens in response to Russia’s invasion of Ukraine.

As described in Part I, Item IA, “Risk Factors” in our 2021 Annual Report

for the fiscal year ended December 31, 2021, our business may be sensitive to

global economic conditions, which can be negatively impacted by instability in

the geopolitical environment. Our annual sales directly to customers in Russia

and Ukraine were approximately $38 for 2021. Annual sales to customers in Russia

and Ukraine, including sales to customers selling or supplying to Russia or

Ukraine, were expected to be approximately $60 for 2022. In addition, this year

we expect an indirect sales impact of approximately $25 stemming from a

reduction in supply of auto components made in Ukraine.

During the first quarter of 2022, we recorded total charges of $8.8, primarily

related to inventory and account receivable reserves, as a result of suspending

our operations in Russia and to reflect the current macroeconomic conditions

impacting some of our customers that sell or supply into this region. If

circumstances worsen, we may experience a further reduction in demand and could

incur additional charges, including potential fixed asset impairments, severance

and other reserves, which could have a material adverse impact

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on our business and financial results. For additional discussion of the risks

related to the Russia-Ukraine conflict, see Part II, Item 1A, ” Risk Factors ”

herein.

Executive Summary

The following table provides a summary of key performance indicators for the

first quarter of 2022 as compared to the first quarter of 2021.

Summary of Key Performance Indicators for the

First Quarter of 2022

Revenue Segment Operating Income Segment Operating Margin EPS

$726 $106 14.6% $0.88

4% Increase -11% Decrease -240bp Decrease -11% Decrease

Adjusted Segment Operating Adjusted Segment Operating Adjusted

Organic Revenue Income Margin EPS

$746 $116 16.0% $0.97

7% Increase -5% Decrease -150bp Decrease -8% Decrease

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 definitions and

reconciliations between GAAP and non-GAAP metrics.

Our first quarter 2022 results include:

•Revenue of $726.2 increased $27.8 due to strong CCT growth in both connectors

and components, as well as strength in MT’s Friction business driven by

aftermarket sales, partially offset by unfavorable foreign exchange of $19.9.

Excluding the impact of foreign currency, organic revenue increased 6.8%.

•Segment operating income of $105.8 decreased $13.0, primarily driven by

significantly higher raw material and overhead costs stemming from supply chain

challenges. In addition, we recorded charges of $8.8 related to the

Russia-Ukraine conflict. This was partially offset by pricing actions,

productivity savings, and higher sales volume.

•Income from continuing operations of $0.88 per diluted share decreased $0.11 as

compared to the prior year of $0.99 per share, mainly due to the decline in

segment operating income. Adjusted income from continuing operations was $0.97

per diluted share, a reduction of $0.09 as compared to the prior year.

During the first quarter of 2022, we repurchased 2.1 shares of common stock on

the open-market for $178. In addition, in the first quarter of 2022 we declared

a dividend of $0.264 per share, which was a 20% increase from the quarterly

dividend in 2021.

DISCUSSION OF FINANCIAL RESULTS

For the Three Months Ended April 2, 2022 April 3, 2021 Change

Revenue $ 726.2 $ 698.4 4.0 %

Gross profit 218.4 229.0 (4.6) %

Gross margin 30.1 % 32.8 % (270) bp

Operating expenses 123.8 119.1 3.9 %

Operating expense to revenue ratio 17.0 % 17.1 % (10) bp

Operating income 94.6 109.9 (13.9) %

Operating margin 13.0 % 15.7 % (270) bp

Interest and non-operating (income) expenses, net (0.2) (1.3) (84.6) %

Income tax expense (benefit) 19.5 24.7 (21.1)%

Effective tax rate 20.6 % 22.2 % (160) bp

Net income attributable to ITT Inc. 74.8 86.2 (13.2) %

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REVENUE

The following table illustrates the revenue derived from each of our segments.

For the Three Months Ended April 2, 2022 April 3, 2021 Change Organic Growth(a)

Motion Technologies $ 370.1 $ 369.1 0.3 % 4.0 %

Industrial Process 202.2 202.3 – % 1.9 %

Connect & Control Technologies 154.6 127.3 21.4 % 23.2 %

Eliminations (0.7) (0.3)

Total Revenue $ 726.2 $ 698.4 4.0 % 6.8 %

(a)See the section titled ” Key Performance Indicators and Non-GAAP Measures ”

for a definition and reconciliation of organic revenue.

Motion Technologies

MT revenue for the three months ended April 2, 2022 increased $1.0. Excluding

the impact of unfavorable foreign currency translation of $13.9, organic revenue

increased $14.9, primarily due to growth in our Friction business of 5% driven

by strength in aftermarket. In addition, our Wolverine business increased 5% due

to growth in sealings.

The automotive industry has been, and continues to be, impacted by 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 has been and

may continue to be adversely affected until the shortage is resolved. While this

shortage has had and may continue to have a negative impact on revenue, we

continue to significantly outperform automotive production rates globally.

Industrial Process

IP revenue for the three months ended April 2, 2022 was flat compared to the

prior year. Excluding the impact of unfavorable foreign currency translation of

$3.9, organic revenue increased by $3.8 primarily driven by growth in our short

cycle business of 13% due to strength within the general industrial and chemical

markets. This was partially offset by a decline in pump projects of 30%,

principally within the energy and chemical markets.

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 have longer lead times. Total orders during the three months

ended April 2, 2022 were $260.1, an increase of 20.7% as compared to the

respective prior year period. Backlog as of April 2, 2022 was $502.2, an

increase of $57.8, or 13.0%, as compared to December 31, 2021. Our backlog

represents firm orders that have been received, acknowledged, and entered into

our production systems.

Connect & Control Technologies

CCT revenue for the three months ended April 2, 2022 increased $27.3, which

included unfavorable foreign currency translation impacts of $2.2. Organic

revenue increased $29.5, primarily driven by strong performance in connector

sales of 28%, particularly within the industrial market. Additionally, component

sales grew by 16%, with particular strength in the aerospace and defense

markets.

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GROSS PROFIT

Gross profit for the three months ended April 2, 2022 and April 3, 2021 was

$218.4 and $229.0, respectively, reflecting a gross margin of 30.1% and 32.8%,

respectively. The decrease in gross profit was primarily driven by significant

increases in raw material, shipping, and labor costs, as discussed further

below, as well as a $5.4 inventory write-down related to the Russia-Ukraine

conflict. These items were partially offset by pricing actions and productivity

savings.

Since 2020, the cost of raw materials we use in our production processes,

including commodities such as steel, oil, copper, and tin, has significantly

increased. Accordingly, gross profit and operating income within our businesses

have been and may continue to be negatively impacted. The rising prices are

mainly a result of increased demand coupled with reduced supply caused by supply

chain disruptions primarily as a result of the COVID-19 pandemic and the

Russia-Ukraine conflict. Raw materials inflation and supply chain constraints

may continue to unfavorably impact our financial results during the remainder of

2022. We have been able to offset some of this impact through pricing actions

and productivity savings, which we continue to pursue.

During 2021 and 2022, worldwide supply chain challenges exacerbated by the

COVID-19 pandemic and the rising demand for physical goods have created upward

pressure on shipping costs globally. These supply chain disruptions have

contributed to congested shipping ports around the world, causing shipping

delays and, in many cases, additional costs to be incurred in order to meet

customer demand. As a result of these external pressures, our shipping costs,

including for inbound and outbound freight, have increased, which has negatively

impacted our gross profit. Continued supply chain and shipping challenges could

have a material impact on our future financial results.

The manufacturing industry is also currently experiencing a skilled labor

shortage. This shortage has created difficulties for the Company in attracting

and retaining factory employees and in meeting customer demand, resulting in

additional labor costs. Accordingly, our revenue, gross profit, and operating

expenses at each of our businesses have been and may continue to be negatively

impacted as a result of difficulties in fulfilling customer orders and increased

labor costs.

Certain of our businesses have experienced high levels of employee absenteeism

resulting from regional COVID-19 outbreaks and government mandated workplace

safety measures. For example, in Italy and Germany, which comprised 24% and 11%,

respectively, of our consolidated revenue in 2021, the government has mandated

proof of vaccination, a negative rapid swab test, or recent recovery from

COVID-19 to be able to return to the workplace. The majority of government

mandates went into effect during the fourth quarter of 2021 and have remained in

place during the first quarter of 2022. Additionally, some governments around

the world, including China, have instituted COVID-19 lockdowns that are expected

to lead to further absenteeism, global supply chain challenges, and,

potentially, temporary negative impacts on demand in some of our end-markets,

such as passenger vehicles. As a result of these circumstances, our financial

results have been, and may continue to be, negatively impacted. For additional

information regarding risks related to COVID-19, see Part I, Item 1A, “Risk

Factors,” of our 2021 Annual Report .

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OPERATING EXPENSES

The following table summarizes our operating expenses, including by segment.

For the Three Months Ended April 2, 2022 April 3, 2021 Change

General and administrative expenses $ 60.4 $ 58.1 4.0 %

Sales and marketing expenses 38.4 36.7 4.6 %

Research and development expenses 25.0 24.3 2.9 %

Total operating expenses $ 123.8 $ 119.1 3.9 %

Total operating expenses by segment:

Motion Technologies $ 41.2 $ 41.6 (1.0) %

Industrial Process 40.9 36.3 12.7 %

Connect & Control Technologies 30.6 32.3 (5.3) %

Corporate & Other 11.1 8.9 24.7 %

General and administrative (G&A) expenses increased $2.3 for the three months

ended April 2, 2022. This was due to an increase in bad debt expense of $4.0,

primarily related to the Russia-Ukraine conflict, and an increase in strategic

M&A-related costs of $2.3. The increase was partially offset by a decrease in

restructuring expense of $3.3.

Sales and marketing expenses increased $1.7 for the three months ended April 2,

2022, primarily driven by temporary spending controls still in place during the

first quarter of 2021 taken in response to the COVID-19 pandemic.

Research and development expenses increased $0.7 for the three months ended

April 2, 2022, due to continued strategic investments in innovation and new

product development to drive future growth.

OPERATING INCOME

The following table summarizes our operating income and margin by segment.

For the Three Months Ended April 2, 2022 April 3, 2021 Change

Motion Technologies $ 59.7 $ 76.0 (21.4) %

Industrial Process 20.4 31.0 (34.2) %

Connect & Control Technologies 25.7 11.8 117.8 %

Segment operating income 105.8 118.8 (10.9) %

Asbestos-related benefit (costs), net – (2.4) (100.0) %

Other corporate costs (11.2) (6.5) 72.3 %

Total corporate and other costs, net (11.2) (8.9) 25.8 %

Total operating income $ 94.6 $ 109.9 (13.9) %

Operating margin:

Motion Technologies 16.1 % 20.6 % (450) bp

Industrial Process 10.1 % 15.3 % (520) bp

Connect & Control Technologies 16.6 % 9.3 % 730 bp

Segment operating margin 14.6 % 17.0 % (240) bp

Consolidated operating margin 13.0 % 15.7 % (270) bp

MT operating income for the three months ended April 2, 2022 decreased $16.3,

primarily due to significantly higher raw material costs from continued supply

chain challenges, as well as inventory and accounts receivable reserves of $4.2

related to the Russia-Ukraine conflict. The decrease was partially offset by

pricing actions and net productivity savings.

IP operating income for the three months ended April 2, 2022 decreased $10.6,

primarily due to higher raw material and overhead costs. In addition, we

recorded reserves of $4.6 primarily related to inventory and accounts

receivables in connection with the Russia-Ukraine conflict. The decrease was

partially offset by net productivity savings and favorable product mix.

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CCT operating income for the three months ended April 2, 2022 increased $13.9,

driven by increased volume and productivity savings. These were partially offset

by unfavorable raw material costs and sales mix.

Other corporate costs for the three months ended April 2, 2022 increased $4.7,

primarily driven by lower corporate-owned life insurance investment gains of

$1.1, as well as an increase in strategic M&A-related costs.

INTEREST AND NON-OPERATING EXPENSES AND INCOME, NET

The following table summarizes our net interest and non-operating expenses

(income).

For the Three Months Ended April 2, 2022 April 3, 2021 Change

Interest and non-operating income, net $ (0.2)

$ (1.3) (84.6) %

The change during the three months ended April 2, 2022 is primarily due to

higher interest expense of $0.5 associated with greater outstanding commercial

paper borrowings.

INCOME TAX EXPENSE

The following table summarizes our income tax expense (benefit) and effective

tax rate.

For the Three Months Ended April 2, 2022 April 3, 2021

Income tax expense $ 19.5 $ 24.7

Effective tax rate 20.6 % 22.2 %

The effective tax rate for the three months ended April 2, 2022 declined 160

basis points to 20.6% due to an increase in permanent tax benefits, primarily

related to research and development incentives in both foreign and U.S.

jurisdictions.

We are closely monitoring the potential passage of new U.S. tax legislation,

which could result in substantial changes to the current U.S. tax system,

including changes to the statutory corporate tax rate. Further, changes in tax

laws resulting from the Organization for Economic Cooperation and Development’s

(“OECD”) multi-jurisdictional plan of action to address base erosion and profit

shifting could adversely impact our effective tax rate. As the effects of a

change in U.S. tax law must be recognized in the period in which the new

legislation is enacted, should new legislation be signed into law, our financial

results could be materially impacted.

See Note 5, Income Taxes , to the Consolidated Condensed Financial Statements

for further information.

LIQUIDITY

Funding and Liquidity Strategy

We monitor our funding needs 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.

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 support our growth and expansion in

markets outside of the U.S. through the enhancement of existing products and

development of new products, increased capital spending, and potential foreign

acquisitions. We 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 transfer cash between certain international

subsidiaries and the U.S. when it is cost effective to do so. During the year

ended December 31, 2021, we had net cash distributions from foreign countries to

the U.S. of $116.9. We did not have any distributions to the U.S. during the

three months

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ended April 2, 2022. The timing and amount of any additional future

distributions will be evaluated 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, we cannot

provide any assurance as to what level of dividends, if any, will be paid in the

future. In the first quarter of 2022, we declared a dividend of $0.264 per share

for shareholders of record on March 9, 2022, which was a 20% increase from the

quarterly dividends declared in 2021. Dividend payments during the three months

ended April 2, 2022 amounted to $22.4.

During the three months ended April 2, 2022 and April 3, 2021, we repurchased

and retired 2.1 and 0.6 shares of common stock for $177.8 and $50.0,

respectively, under our share repurchase plans. Separate from our share

repurchase plans, the Company repurchased 0.1 shares and 0.1 shares during the

three months ended April 2, 2022 and April 3, 2021, respectively, for an

aggregate price of $8.4 and $11.0, respectively, in settlement of employee tax

withholding obligations due upon the vesting of RSUs and PSUs. All repurchased

shares are retired 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.

The following table presents our outstanding commercial paper borrowings.

April 2, 2022 December 31, 2021

Commercial Paper Outstanding – U.S. Program $ 324.7 $

150.0

Commercial Paper Outstanding – Euro Program 160.2 45.4

Total Commercial Paper Outstanding $ 484.9 195.4

The increase in commercial paper outstanding from December 31, 2021 to April 2,

2022 was primarily related to funding our share repurchase activity as well as

our acquisition of Habonim Industrial Valves and Actuators Ltd. (Habonim), which

occurred on April 4, 2022. See Note 19, Acquisitions , to the Consolidated

Condensed Financial Statements for further information.

All outstanding commercial paper for both periods had maturity terms of less

than three months from the date of issuance.

Revolving Credit Agreement

On August 5, 2021, we entered into a revolving credit facility agreement with a

syndicate of third party lenders including Bank of America, N.A., as

administrative agent (the 2021 Revolving Credit Agreement). The 2021 Revolving

Credit Agreement matures in August 2026 and provides for an aggregate principal

amount of up to $700 of (i) revolving extensions of credit (the revolving loans)

outstanding at any time, and (ii) letters of credit for a face amount of up to

$100 at any time outstanding. Subject to certain conditions, we are permitted to

terminate permanently the total commitments and reduce commitments by a minimum

aggregate amount of $10 or any whole multiple of $1 in excess thereof.

Borrowings under the credit facility are available in U.S. dollars, Euros,

British pound sterling or any other currency that may be requested by us,

subject to the approval of the administrative agent and each lender. We are

permitted to request that lenders increase the commitments under the facility by

up to $350 for a maximum aggregate principal amount of $1,050; however, this is

subject to certain conditions and therefore may not be available to us. As of

April 2, 2022 and December 31, 2021, we had no outstanding borrowings under the

2021 Revolving Credit Agreement. See Note 13, Debt , to the Consolidated

Condensed Financial Statements for further information.

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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 April 2, 2022 April 3, 2021

Operating activities $ (2.7) $ 70.8

Investing activities (29.4) (17.1)

Financing activities 96.6 (122.8)

Foreign exchange (1.5) (10.4)

Total net cash (used in) provided by continuing operations 63.0 (79.5)

Net cash (used in) provided by discontinued operations (0.1) (0.1)

Net change in cash and cash equivalents $ 62.9 $ (79.6)

Operating Activities

The decrease in net cash from operating activities of $73.5 was primarily due to

increased working capital investments to support sales growth and mitigate

continued supply chain disruptions, and the timing of accounts receivable

collections. In addition, incentive compensation payments increased in the

current year due to ITT’s financial performance in 2021 versus prior year, which

was significantly impacted by the COVID-19 pandemic. Additionally, segment

operating income decreased from the prior year.

Investing Activities

The increase in net cash used in investing activities was driven by an increase

in capital expenditures of $12.8.

Financing Activities

The increase in net cash from financing activities of $219.4 was due to an

increase in net commercial paper borrowings of $333.3, partially offset by an

increase in repurchases of ITT common stock of $113.9.

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, some of which are

calculated with accounting principles other than those 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. These measures may not be comparable to

similarly titled measures reported by other companies.

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•”Organic revenue” is defined as revenue, excluding the impacts of foreign

currency fluctuations and acquisitions. The period-over-period change resulting

from foreign currency fluctuations is estimated using a fixed exchange rate for

both the current and prior periods. We believe that reporting organic revenue

provides useful information to investors by facilitating comparisons of our

revenue performance with prior and future periods and to our peers.

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

segment.

Three Months Ended April 2, Industrial Connect & Control Total

2022 Motion Technologies Process Technologies Eliminations ITT

2022 Revenue $ 370.1 $ 202.2 $ 154.6 $ (0.7) $ 726.2

Foreign currency translation 13.9 3.9 2.2 (0.1) 19.9

2022 Organic revenue $ 384.0 $ 206.1 $ 156.8 $ (0.8) $ 746.1

2021 Revenue $ 369.1 $ 202.3 $ 127.3 $ (0.3) $ 698.4

Organic growth (decline) 14.9 3.8 29.5 (0.5) 47.7

Percentage change 4.0 % 1.9 % 23.2 % 6.8 %

•”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, restructuring, severance, certain asset impairment charges, certain

acquisition-related impacts, unusual or infrequent operating items and, for

2021, asbestos-related impacts. Special items represent charges or credits that

impact current results, which management views as unrelated to the Company’s

ongoing operations and performance. “Adjusted operating margin” and “Adjusted

segment operating margin” are defined as adjusted operating income or adjusted

segment operating income divided by revenue. We believe that these financial

measures are useful to investors and other users of our financial statements in

evaluating ongoing operating profitability, as well as evaluating operating

performance in relation to our competitors.

The following tables include a reconciliation of operating income to adjusted

operating income by segment.

Motion Industrial Connect & Control Total

Three Months Ended April 2, 2022 Technologies Process Technologies Segment Corporate Total ITT

Operating income $ 59.7 $ 20.4 $ 25.7 $ 105.8 $ (11.2) $ 94.6

Impacts related to Russia-Ukraine

conflict 4.2 4.6 – 8.8 – 8.8

Restructuring costs – 0.2 0.1 0.3 – 0.3

Other(a) 0.9 0.6 – 1.5 0.9 2.4

Adjusted operating income $ 64.8 $ 25.8 $ 25.8 $ 116.4 $ (10.3) $ 106.1

Adjusted operating margin 17.5 % 12.8 % 16.7 % 16.0 % 14.6 %

Motion Industrial Connect & Control Total

Three Months Ended April 3, 2021 Technologies Process Technologies Segment Corporate Total ITT

Operating income $ 76.0 $ 31.0 $ 11.8 $ 118.8 $ (8.9) $ 109.9

Restructuring costs – 0.9 2.4 3.3 0.3 3.6

Asbestos-related costs, net – – – – 2.4 2.4

Other(a) – – – – 1.1 1.1

Adjusted operating income $ 76.0 $ 31.9 $ 14.2 $ 122.1 $ (5.1) $ 117.0

Adjusted operating margin 20.6 % 15.8 % 11.2 % 17.5 % 16.8 %

(a)Includes accelerated amortization of an intangible asset and severance

charges.

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•”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, restructuring, severance, certain asset

impairment charges, certain acquisition-related impacts, income tax settlements

or adjustments, unusual or infrequent items and, for 2021, asbestos-related

impacts. Special items represent charges or credits, on an after-tax basis, that

impact current results, which management views as unrelated to the Company’s

ongoing operations and performance. The after-tax basis of each special item is

determined using the jurisdictional tax rate of where the expense or benefit

occurred. “Adjusted income from continuing operations per diluted share”

(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.

The following table includes reconciliations of income from continuing

operations to adjusted income from continuing operations.

For the Three Months Ended April 2, 2022 April 3, 2021

Income from continuing operations attributable to ITT Inc.

$ 74.8 $ 86.2

Impacts related to Russia-Ukraine conflict, net of tax benefit of

$(1.7) and $0.0, respectively

7.1 –

Net asbestos-related costs, net of tax benefit of $0.0 and $(0.5),

respectively(a)

– 1.9

Tax-related special items (1.2) –

Restructuring costs, net of tax benefit of $(0.1) and $(0.5),

respectively

0.2 3.1

Other special items, net of tax benefit of $(0.4) and $(0.3),

respectively

2.0 0.8

Adjusted income from continuing operations $ 82.9 $ 92.0

Income from continuing operations attributable to ITT Inc. per diluted

share (EPS) $ 0.88 $ 0.99

Adjusted EPS $ 0.97 $ 1.06

(a)See Note 17, Commitments and Contingencies , for further information.

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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 the Company’s financial statements, in conformity with

accounting principles generally accepted in the United States of America,

requires management to make estimates and assumptions that affect the reported

amounts of assets, liabilities, revenues and expenses and the disclosure of

contingent assets and liabilities. The Company believes the most complex and

sensitive judgments, because of their significance to the Consolidated Condensed

Financial Statements, result primarily from the need to make estimates about the

effects of matters that are inherently uncertain. Management’s Discussion and

Analysis of Financial Condition and Results of Operations in the 2021 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

material changes concerning the Company’s critical accounting estimates as

described in our 2021 Annual Report .

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