The following discussion should be read in conjunction with the consolidated financial statements and the notes related thereto. As we noted earlier in the


  Forward-Looking and Cautionary Statements   of this Annual Report on Form
10-K, this Part II, Item 7,   Management's Discussion and Analysis of Financial
Condition and Results of Operations  , and Part II, Item 7A,   Quantitative and
Qualitative Disclosures about Market Risk   (along with other sections of this
Annual Report), may contain forward-looking statements. The risks discussed in
Part I, Item 1A,   Risk Factors  , and other risks identified in this Annual
Report on Form 10-K could cause our actual results to differ materially from
those expressed by such forward-looking statements.

All comparisons included within this Part II, Item 7,   Management's Discussion
and Analysis of Financial Condition and Results of Operations  , refer to
results for the year ended December 31, 2021 compared to the year ended December
31, 2020, unless stated otherwise. Additionally, all financial results and share
repurchases are reported in millions, unless stated otherwise. Please refer to
our Annual Report on Form 10-K (  2020 Annual Report  ) for a discussion of the
year ended December 31, 2020 compared to the year ended December 31, 2019.

OVERVIEW

ITT Inc., through its worldwide subsidiaries, is a diversified manufacturer of
highly engineered critical components and customized technology solutions for
the transportation, industrial and energy markets. Our product and service
offerings are organized into three segments: Motion Technologies (MT),
Industrial Process (IP), and Connect & Control Technologies (CCT). We refer you
to Part I, Item 1,   Description of Business   for a further overview of our
company, segments, products and service offerings, and other information about
the business.

EXECUTIVE SUMMARY

In 2021 we delivered strong results, which included double-digit revenue growth,
400 basis points of segment operating margin expansion, and effective deployment
of capital. The following table provides a summary of key performance indicators
for 2021 in comparison to 2020.

                         Summary of Key Performance Indicators for 2021
                                                                        Income from Continuing
           Revenue            Segment Operating Income                        Operations                    EPS
           $2,765                       $467                                     $315                      $3.64
        12% Increase                47% Increase                             360% Increase             367% Increase
                                  Adjusted Segment                       Adjusted Income from             Adjusted
       Organic Revenue            Operating Income                       Continuing Operations              EPS
           $2,717                       $477                                     $351                      $4.05
        10% Increase                27% Increase                             26% Increase               27% Increase


See the section titled " Key Performance Indicators and Non-GAAP Measures " for a definition and reconciliation of organic revenue, adjusted segment operating income, adjusted income from continuing operations, and adjusted EPS.

Our 2021 results include:



•Revenue of $2,765.0 increased $287.2, including favorable foreign exchange of
$48.1. Organic revenue improved 9.6% as a result of strong top-line performance
within our MT and CCT segments. MT experienced significant growth in its
Friction business, which continued to outperform the global automotive market,
while CCT saw strong growth in connector sales.

•Segment operating income of $466.7 increased $148.1, primarily driven by higher
sales volume, strategic commercial actions, a reduction in restructuring costs,
prior year asset impairment charges, and savings from productivity actions. The
increase was partially offset by supply chain disruptions resulting in increased
raw material and shipping costs, strategic growth investments and a reversal of
temporary cost reductions that were executed in 2020.

                                       24
--------------------------------------------------------------------------------

•Income from continuing operations of $314.8 increased $246.3, primarily due to
higher segment operating income, prior year pension settlement charges of
$108.2, net of tax (see Note 16, Postretirement Benefit Plans) and prior year
asbestos charges of $48.9, net of tax (see Note 20, Commitments and
Contingencies). During 2021, we divested our entire net asbestos liability,
which resulted in an after-tax loss of $28.1. Consequently, earnings per diluted
share increased from $0.78 to $3.64.

In 2021, we were focused on execution and value-creation, while managing the
continued challenges caused by the COVID-19 pandemic. We implemented strategic
actions to minimize the impact of disruption to our global supply chain. The
following examples highlight some of the strategic actions we took during the
year to position us for continued success:

•We invested in additional capacity at our Friction plants to support the automotive share gains achieved with new and existing customers, including content on over 30 electric vehicle platforms.

•We continue to extend and accelerate value-analysis-value engineering (VA/VE) product redesign, which now encompasses 30% of IP's product portfolio.



•We divested our legacy asbestos liabilities, reducing our overall risk profile
and allowing us additional flexibility without the time and resource constraints
associated with having to manage these long-term liabilities.

In addition to the above strategic deployments of capital, during 2021 we
repurchased 1.2 shares of common stock on the open market for $105 and paid out
$76 in dividends to our shareholders. Our dividends declared in 2021 of $0.88
per share represented a 30% increase over the dividends per share declared in
2020.

COVID-19 Update:

During 2021, we continued to be proactive in our response to the challenges
stemming from the COVID-19 pandemic. We worked closely with our suppliers in an
effort to minimize disruptions within our global supply chain, which included
limited availability and inflationary pressures on key raw materials, supplier
and shipping delays, and industry-wide shortages of skilled labor. We worked
closely with customers to minimize these disruptions and implemented strategic
commercial actions to mitigate the impact of rising material and shipping costs.
As a result, we have been able to deliver for our customers and cultivate growth
opportunities despite this challenging macroeconomic environment.

Future impacts of COVID-19 on our business and financials remain uncertain and
will be dependent on the duration of the COVID-19 pandemic, including variant
strains of the virus, the timing, effectiveness, and availability of, and
people's receptivity to, vaccines or other medical remedies, potential impacts
from any mandatory vaccination requirements, and our ability to respond to
future challenges posed by the pandemic. See Part II, Item 1A,   Risk Factors  ,
for an additional discussion of risk related to COVID-19.


DISCUSSION OF FINANCIAL RESULTS
2021 VERSUS 2020

For the Year Ended December 31                             2021                2020                   Change
Revenue                                                $ 2,765.0           $ 2,477.8                       11.6   %
Gross profit                                               899.5               782.2                       15.0   %
Gross margin                                                32.5  %             31.6  %                      90  bp
Operating expenses                                         395.2               555.7                      (28.9)  %
Operating expense to revenue ratio                          14.3  %             22.4  %                    (810) bp
Operating income                                           504.3               226.5                      122.6   %
Operating margin                                            18.2  %              9.1  %                     910  bp
Interest and non-operating (income) expense, net            (4.8)              141.3                     (103.4)  %
Income tax expense                                         189.6                15.3                    1,139.2   %
Effective tax rate                                          37.2  %             18.0  %                   1,920  bp

Income from continuing operations attributable to ITT Inc.

                                                       314.8                68.5                      359.6   %

Net income attributable to ITT Inc.                    $   316.3           $    72.5                      336.3   %


All comparisons included within the Discussion of Financial Results for 2021
versus 2020 refer to results for the year ended December 31, 2021 compared to
the year ended December 31, 2020, unless stated otherwise.
                                       25
--------------------------------------------------------------------------------

REVENUE

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

Organic


For the Year Ended December 31      2021           2020         Change      growth (decline)(a)
Motion Technologies              $ 1,368.6      $ 1,121.1       22.1  %                  18.5  %
Industrial Process                   843.2          843.0          -  %                  (0.7) %

Connect & Control Technologies 554.7 516.5 7.4 %


              7.0  %
Eliminations                          (1.5)          (2.8)
Total Revenue                    $ 2,765.0      $ 2,477.8       11.6  %                   9.6  %

(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 year ended December 31, 2021 increased $247.5. Excluding the
impact of favorable foreign currency translation of $39.9, organic revenue
increased $207.6, primarily due to growth in our Friction business of 21% driven
by continued OE outperformance versus automotive production rates and strength
in aftermarket. In addition, our Wolverine business grew 17% driven by strength
in sealings. Our KONI & Axtone business grew 4% driven by strength in automotive
aftermarket equipment, partially offset by a decline in rail.

The automotive industry experienced a global semiconductor supply shortage
throughout 2021. The shortage continues to create supply chain disruptions and
production declines for our automotive OEM customers. As a result, demand for
our OEM brake pads and parts was and may continue to be adversely affected until
the shortage is resolved. Although 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 year ended December 31, 2021 increased $0.2. Excluding the
impact of favorable foreign currency translation of $6.3, organic revenue
decreased $6.1 primarily driven by a decline in sales of baseline pumps of 7%
mainly within the chemical and energy markets. Additionally, pump projects
decreased 5% primarily within the chemical and mining markets. This was
partially offset by growth in parts and valves across all end 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 IP orders during 2021 were
$940.8, an increase of 17.9% compared to the prior year, including $251.6 of
orders in the fourth quarter, which represents 37.0% growth from last year. IP's
backlog as of December 31, 2021 was $444.4, reflecting an increase of $77.0, or
21.0%, compared to December 31, 2020. Our backlog represents firm orders that
have been received, acknowledged, and entered into our production systems.

Connect & Control Technologies



CCT revenue for the year ended December 31, 2021 increased $38.2. Excluding the
impact of favorable foreign currency impact of $1.9, organic revenue increased
$36.3 driven by growth in connector sales of 20%. This increase was partially
offset by an 11% decline in component sales, primarily within the aerospace
market. Although we have seen an increase in commercial air travel, we do not
expect to see a significant improvement in aerospace sales until the second half
of 2022, at the earliest, given what we believe are high levels of inventory
that airframers continue to work through.


                                       26
--------------------------------------------------------------------------------

GROSS PROFIT



Gross profit for 2021 was $899.5, reflecting a gross margin of 32.5%. Gross
profit for 2020 was $782.2, reflecting a gross margin of 31.6%. The increase in
gross profit was primarily driven by higher sales volume, productivity savings
and strategic commercial actions. These items were partially offset by increases
in raw material, shipping, and labor costs, as discussed further below.

Since 2020, the cost of raw materials, including commodities such as steel, that
we use in our production processes has significantly increased. The rising
prices are mainly a result of increased demand fueled by economic recovery from
the COVID-19 pandemic, as well as lower supply since global production capacity
was cut in 2020. The impact of higher commodity prices on our financial results
during 2021 was partially mitigated by fixed-price supply contracts with
suppliers, especially in the first half of 2021. The expiration of these
fixed-price contracts, continued raw materials inflation, and supply constraints
may continue to unfavorably impact our financial results during 2022. We have
been able to offset some of this impact through strategic commercial actions and
productivity savings, which we will continue pursuing in 2022.

During 2021, 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 as compared to the prior year, which has
negatively impacted our gross profit. At this time, we are unable to predict
when these issues will be resolved. Continued supply chain 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. In addition, in Italy and Germany, which produced sales
of 24% and 11% of our consolidated 2021 revenue, respectively, the government
has mandated proof of vaccination, a negative rapid swab test, or recent
recovery from COVID-19 to be able to go to the workplace. These mandates went
into effect during the fourth quarter of 2021, and could create further employee
attrition and difficulty in securing future labor needs. If similar mandates to
the Italian or German mandates are issued in the U.S. or other jurisdictions in
which we operate, similar attrition and employment issues may arise. As a result
of these circumstances, our financial results have been, and may continue to be,
negatively impacted. For additional information regarding the government-mandate
on COVID-19 vaccination, see Part II, Item 1A,   Risk Factors  .


OPERATING EXPENSES

The following table provides further information by expense type, as well as a breakdown of operating expense by segment.



For the Year Ended December 31            2021         2020         Change

General and administrative expenses $ 214.3 $ 198.7 7.9 % Sales and marketing expenses

              150.8        146.5          2.9  %
Research and development expenses          94.9         84.9         11.8  %
Asbestos-related (benefit) costs, net     (74.4)        66.3       (212.2) %
Restructuring costs                         9.6         43.0        (77.7) %
Asset impairment charges                      -         16.3       (100.0) %

Total operating expenses                $ 395.2      $ 555.7        (28.9) %
By Segment:
Motion Technologies                     $ 158.0      $ 150.5          5.0  %
Industrial Process                        155.8        197.8        (21.2) %
Connect & Control Technologies            119.0        115.3          3.2  %
Corporate & Other                         (37.6)        92.1       (140.8) %


                                       27

--------------------------------------------------------------------------------

General and administrative (G&A) expenses for the year ended December 31, 2021
increased $15.6. The increase was primarily due to higher personnel costs, which
was partially the result of temporary cost actions in the prior year taken in
response to the COVID-19 pandemic, which included a temporary reduction in
executive compensation and suspension of select 401(k) benefits for certain U.S.
employees that were reinstated for 2021. Last year, we also benefited from
higher employee retention credits in connection with the Coronavirus Aid,
Relief, and Economic Security Act (the 2020 CARES Act). Additionally,
environmental costs were higher in 2021 by $5.8, primarily due to prior-year
insurance-related recoveries.

The increase in G&A expenses was partially offset by favorable foreign currency impact of $9.5, lower bad debt expense of $8.2, and a land sale gain of $7.0.

Sales and marketing expenses for the year ended December 31, 2021 increased $4.3, primarily driven by higher incentive-based compensation in the current year, as well as prior year discretionary spending reductions and temporary personnel cost actions taken in response to the COVID-19 pandemic.



Research and development (R&D) expenses for the year ended December 31, 2021
increased $10.0 due to continued strategic investments in innovation and new
product development to drive future growth.

Asbestos-related matters resulted in a net benefit of $74.4 for the year ended
December 31, 2021, due to the recognition of a pre-tax gain of $88.8 from the
divestiture of InTelCo, which was executed on July 1, 2021. During the year
ended December 31, 2020, we recognized costs of $135.9 related to extending our
projection period to include pending claims and claims expected to be filed
through 2052, reflecting the full time period over which we expected asbestos
claims to be filed against InTelCo. The prior year benefited from insurance
settlement agreements resulting in a net gain of $100.4. The following table
summarizes our total net asbestos-related charges.

For the Year Ended December 31              2021         2020         

Change


Asbestos provision, net                   $  14.4      $  30.8      $  

(16.4)


Gain on divestiture before tax              (88.8)           -         (88.8)
Asbestos remeasurement, net                     -        135.9        (135.9)
Settlement agreements                           -       (100.4)        100.4

Asbestos-related (benefit) costs, net $ (74.4) $ 66.3 $ (140.7)

See Note 20, Commitments and Contingencies , to the Consolidated Condensed Financial Statements for further information.



Restructuring costs decreased $33.4 during the year ended December 31, 2021.
Restructuring costs recorded in the prior year were mainly related to cost
actions taken as part of our 2020 Global Restructuring Plan, which was an
organizational-wide restructuring to reduce the overall cost structure of the
Company in response to the challenges caused by the COVID-19 pandemic. See Note
5,   Restructuring Actions  , to the Consolidated Condensed Financial Statements
for further information.

Asset impairment charges during the year ended December 31, 2020 were 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.


                                       28
--------------------------------------------------------------------------------

OPERATING INCOME

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



For the Year Ended December 31                        2021          2020         Change
Motion Technologies                                $ 258.2       $ 184.0         40.3   %
Industrial Process                                   126.8          77.6         63.4   %
Connect & Control Technologies                        81.7          57.0         43.3   %
Segment operating income                             466.7         318.6         46.5   %
Asbestos-related benefit (costs), net                 74.4         (66.3)       212.2   %
Other corporate costs                                (36.8)        (25.8)   

(42.6) %

Total corporate and other benefit (costs), net 37.6 (92.1)


    140.8   %
Total operating income                             $ 504.3       $ 226.5        122.6   %
Operating margin:
Motion Technologies                                   18.9  %       16.4  %       250  bp
Industrial Process                                    15.0  %        9.2  %       580  bp
Connect & Control Technologies                        14.7  %       11.0  %       370  bp
Segment operating margin                              16.9  %       12.9  %       400  bp
Consolidated operating margin                         18.2  %        9.1  % 

910 bp




MT operating income for the year ended December 31, 2021 increased $74.2
primarily due to higher sales volume, strategic commercial actions, savings from
net productivity, lower restructuring costs of $8.8, and a gain on sale of land
of $7.0. The increase was partially offset by higher raw material costs, which
were due to supply chain challenges, and strategic investments to drive future
growth.

IP operating income for the year ended December 31, 2021 increased $49.2. The
increase in operating income was primarily driven by net productivity savings,
lower restructuring costs of $16.4, prior year asset impairments of $16.3, and a
reduction in bad debt expense of $7.4 mainly from collections of aged
receivables. The increase was partially offset by unfavorable raw material,
shipping, and labor costs.

CCT operating income for the year ended December 31, 2021 increased $24.7, driven by savings from net productivity, higher sales volume, and lower restructuring costs of $6.1. The increase was partially offset by higher raw material costs.



Other corporate costs, net, increased $11.0 primarily driven by higher personnel
costs, which was partially the result of temporary prior year cost actions taken
in response to the COVID-19 pandemic. The increase in other corporate costs was
also attributable to higher environmental-related costs of $5.6, which was
primarily driven by insurance-related recoveries in the prior year.


INTEREST AND NON-OPERATING (INCOME) EXPENSE, NET

The following table summarizes our interest and non-operating (income) expense, net.



For the Year Ended December 31                             2021        2020 

Change


Interest (income), net                                   $ (1.1)     $  (0.7)        57.1  %
Miscellaneous (income), net                                (2.4)        (2.2)         9.1  %
Non-operating postretirement (benefit) costs, net          (1.3)       144.2       (100.9) %
Total interest and non-operating (income) expense, net   $ (4.8)     $ 141.3       (103.4) %


The decrease in non-operating postretirement costs was due to the termination of
our U.S. qualified pension plan and transfer of the plan's liabilities to an
insurance company in the prior year. In connection with the termination, we
recognized a settlement charge of $136.9, which primarily represents the
acceleration of deferred charges previously accrued in accumulated other
comprehensive loss and derecognition of the net assets of the plan. See Note 16,

Postretirement Benefit Plans , to the Consolidated Condensed Financial Statements for further information.


                                       29
--------------------------------------------------------------------------------

INCOME TAX EXPENSE

The following table summarizes our income tax expense and effective tax rate.

For the Year Ended December 31 2021 2020 Change Income tax expense

$ 189.6       $ 15.3        1,139.2   %
Effective tax rate                  37.2  %      18.0  %       1,920  bp


The higher effective tax rate in 2021 compared to 2020 resulted from the Company
recording tax expense on the reversal of previously recorded deferred tax assets
of $116.9 resulting from the Company's divestiture of the entity holding
asbestos-related assets and liabilities (see Note 20, Commitments and
Contingencies, for further information). The lower effective rate in 2020
included a benefit of $25.9 resulting from an internal reorganization in Europe.
The reorganization increased projections of future earnings, which will result
in the realization of a portion of our deferred tax assets. This benefit was
partially offset by the recognition of a $21.7 valuation allowance on our
Germany and UK entities.

The Company's financial condition and results of operations have been and may
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 had, and
may continue to have, an impact on the Company's overall effective tax rate.

We operate in various tax jurisdictions and are subject to examination by tax
authorities in these jurisdictions. We are currently under examination in
several jurisdictions including the Czech Republic, Germany, Hong Kong, India,
Italy, Japan, the U.S. and Venezuela. The calculation of our tax liability for
unrecognized tax benefits includes dealing with uncertainties in the application
of complex tax laws and regulations in various tax jurisdictions. Due to the
complexity of some uncertainties, the ultimate resolution may result in a
payment that is materially different from our current estimate of the
unrecognized tax benefit. Over the next 12 months, the net amount of the tax
liability for unrecognized tax benefits in foreign and domestic jurisdictions
could change by approximately $1 due to changes in audit status, expiration of
statutes of limitations and other events.

See Note 6, Income Taxes , to the Consolidated Financial Statements for further information on tax-related matters.

LIQUIDITY AND CAPITAL RESOURCES

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 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 transferring cash between certain international subsidiaries
and the U.S. when it is cost effective to do so. We will also continue to
support 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. Net cash distributions
from foreign countries to the U.S. during the years ended December 31, 2021 and
2020 were $116.9 and $498.2, respectively. In 2020, we distributed a larger
amount of cash as a precautionary measure in response to the COVID-19 pandemic.
The timing and amount of any additional future distributions remains under
evaluation based on our jurisdictional cash needs.

The Company continues 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 2020 CARES Act and the
Consolidated Appropriations Act of 2020, and generally provides for various
workforce incentives, including an employee retention credit. However, on
November 15, 2021, President Biden signed into law the Infrastructure Investment
and Jobs Act, which repealed the employee retention credit effective September
                                       30
--------------------------------------------------------------------------------

30, 2021. During the years ended December 31, 2021 and 2020, the Company
recognized a benefit within operating income of $5.1 and $10.4, respectively,
related to the employee retention credit. As of December 31, 2021, we have not
incurred any borrowings under governmental loan programs. We continue to monitor
the effects that ARPA, the 2020 CARES Act, and other similar legislation
globally may have on our liquidity position.

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. Aggregate dividends paid in 2021 were $75.8, compared to $59.0 in 2020,
reflecting annual per share amounts of $0.880 and $0.676, respectively. In the
first quarter of 2022, we declared a quarterly dividend of $0.26 per share for
shareholders of record on March 9, 2022, which will be paid on April 4, 2022.

In 2021 and 2020, we repurchased and retired 1.2 and 1.7 shares of common stock
for $104.8 and $73.2, respectively, under our share repurchase plans. Separate
from our share repurchase plans, the Company repurchased 0.1 shares and 0.2
shares for an aggregate price of $11.7 and $11.0 during 2021 and 2020,
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 for strategic
investments and other funding requirements. We manage our short-term liquidity
through the use of our commercial paper program by adjusting the level of
commercial paper borrowings as opportunities to deploy additional capital arise
and it is cost effective to do so. As of December 31, 2021, we had total
commercial paper outstanding of $195.4, issued through both the Company's U.S.
and Euro programs. We had $150.0 of commercial paper outstanding under the U.S.
program, which was used to partially fund the divestiture of the entity holding
legacy asbestos-related assets and liabilities (see Note 20,   Commitments and
Contingencies  ). We had $45.4 of commercial paper outstanding under the Euro
program. As of December 31, 2020, we had commercial paper outstanding of $104.3,
issued entirely under the Company's Euro program. All outstanding commercial
paper for both periods had maturity terms less than three months from the date
of issuance. Our average daily outstanding commercial paper balance for the
years ended 2021 and 2020 was $133.5 and $76.4, respectively, and the maximum
outstanding commercial paper during each of those respective years was $197.5
and $159.1.

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 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
December 31, 2021 and 2020, we had no outstanding borrowings under the current
or former revolving credit agreements. See Note 15,   Debt  , to the
Consolidated Condensed Financial Statements for further information.

The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings. Our credit ratings as of December 31, 2021 were as follows:



                               Short-Term       Long-Term
Rating Agency                   Ratings          Ratings
Standard & Poor's                 A-2              BBB
Moody's Investors Service         P-2             Baa2
Fitch Ratings                      F2             BBB+

There were no changes to our credit ratings during 2021. Please refer to the rating agency websites and press releases for more information.


                                       31
--------------------------------------------------------------------------------

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 operating, investing, and financing activities for the years ended December 31, 2021 and 2020.



                                                            2021         2020
Operating activities                                     $   (8.4)     $ 435.9
Investing activities                                        (82.3)       (65.8)
Financing activities                                        (99.8)      (158.6)
Foreign exchange                                            (22.6)        35.2

Total net cash flow provided by continuing operations $ (213.1) $ 246.7




Operating Activities

The decrease in net cash from operating activities of $444.3 was primarily due
to a one-time cash payment of $398.0 related to the divestiture of the entity
holding legacy asbestos-related assets and liabilities. In addition, we made
working capital investments in our business to support sales growth. These items
were partially offset by an increase in segment operating income.

Investing Activities



The increase in net cash used in investing activities of $16.5 was driven by an
increase in capital expenditures of $24.7 to support future growth initiatives,
partially offset by cash proceeds of $7.1 related to a sale of land within our
MT segment.

Financing Activities

The decrease in net cash used in financing activities of $58.8 was primarily
driven by an increase in net commercial paper borrowings of $82.3 and prior year
revolver repayments, net of borrowings, of $28.9. This was partially offset by
an increase in repurchases of ITT common stock of $32.3 and dividends paid of
$16.8.


Asbestos

During 2021, we completed the divestiture of InTelCo Management LLC (InTelCo), a
former subsidiary which holds our legacy asbestos-related assets and
liabilities, relieving us from any obligation with respect to pending and future
asbestos claims. In connection with the divestiture, we contributed
approximately $398 to InTelCo. As a result of the divestiture transaction, we
will no longer incur any asbestos-related cash outflows. See Note 20,

Commitments and Contingencies , for additional information.

Funding of Postretirement Plans

The following table provides a summary of the funded status of our postretirement benefit plans as of December 31, 2021 and 2020.



                                                            2021                                                                       2020
                                 U.S.            Non-U.S.            Other                                                     Non-U.S.            Other
                               Pension           Pension           Benefits            Total            U.S. Pension           Pension           Benefits            Total
Fair value of plan assets     $     -          $     0.5          $      -          $    0.5          $           -          $     0.5          $      -          $    0.5
Projected benefit obligation     14.8               93.1             106.4             214.3                   15.5              109.0             118.3             242.8
Funded status                 $ (14.8)         $   (92.6)         $ (106.4)         $ (213.8)         $       (15.5)         $  (108.5)         $ (118.3)         $ (242.3)


                                       32

--------------------------------------------------------------------------------

In 2020, we completed the termination of our U.S. qualified pension plan by
providing lump sum payments to eligible participants who elected to receive
them, and by purchasing a group annuity contract from MassMutual Life Insurance
Company (MassMutual) for the remaining projected benefit obligation. The
termination was funded with plan assets of approximately $320 and cash of $8.4.
Our non-U.S. pension plans, which are typically not funded due to local
regulations, had a decline in projected benefit obligation of $15.9 during 2021,
primarily due to a higher discount rate and favorable foreign currency
translation. Our other employee-related benefit plans are generally unfunded
plans as well. The projected benefit obligation of these plans declined by $11.9
during 2021 primarily due to an increase in the discount rate.

Contributions to our U.S. and non-U.S. pension and other postretirement plans
were $10.5 and $18.0 during 2021 and 2020, respectively, which were used to fund
participant benefits. We currently estimate 2022 contributions to our pension
and other postretirement benefits plans of $14.

See Note 16, Postretirement Benefit Plans , for additional financial information related to our postretirement obligations.

Capital Resources



Long-term debt is generally defined as any debt with an original maturity
greater than 12 months. As of December 31, 2021, we have access to short- and
long-term funding sources. These include access to the capital markets through a
commercial paper program, as well as $700 of available borrowing capacity under
our 2021 Revolving Credit Agreement, which may potentially be expanded to $1,050
under the agreement. In addition, we have market access to secure longer-term
funding, if needed. Our commercial paper program is supported by our 2021
Revolving Credit Agreement and our policy is to maintain unused committed bank
lines of credit in an amount greater than outstanding commercial paper balances.

The table below provides long-term debt outstanding as of December 31, 2021 and 2020.



                                          2021        2020

Current portion of long-term debt $ 2.2 $ 2.5 Non-current portion of long-term debt 9.9 13.0 Total long-term debt

$ 12.1      $ 15.5


Contractual Obligations

The following table summarizes ITT's commitment to make future payments under long-term contractual obligations as of December 31, 2021.



                                                                                 Payments Due By Period
                                                                  Less Than                                                   More Than
                                                 Total             1 Year             1-3 Years           3-5 Years            5 Years
Long-term debt                                 $  12.1          $      2.2          $      4.5          $      5.4          $        -
Operating leases                                  91.8                19.9                31.2                19.3                21.4
Purchase obligations(a)                          137.3               134.4                 2.9                   -                   -
Postretirement benefit payments(b)               213.8                14.1                25.3                23.5               150.9
Other long-term obligations(c)                    71.8                 6.8                10.5                10.4                44.1
Total                                          $ 526.8          $    177.4          $     74.4          $     58.6          $    216.4

In addition to the amounts presented in the table above, we have recorded liabilities for uncertain tax positions of $2.8 in our Consolidated Balance Sheet at December 31, 2021. This amount has been excluded from the contractual obligations table due to an inability to reasonably estimate the timing of payments in individual years.



(a)Represents unconditional purchase agreements that are enforceable and legally
binding and that specify all significant terms to purchase goods or services,
including fixed or minimum quantities to be purchased; fixed, minimum or
variable price provisions; and the approximate timing of the transaction.
Purchase agreements that are cancellable without penalty have been excluded.

(b)Represents the projected timing of payments for benefits earned to date and
the expectation that certain future service will be earned by current active
employees for our pension and other employee-related benefit plans. See Note 16,

Postretirement Benefit Plans , for additional financial information related to our postretirement obligations.


                                       33
--------------------------------------------------------------------------------

(c)Other long-term obligations include amounts recorded on our December 31, 2021
Consolidated Balance Sheet, including estimated environmental payments and
employee compensation agreements. We estimate based on historical experience
that we will spend approximately $4 per year on environmental investigation and
remediation. A portion of our environmental investigation and remediation costs
are legally mandated through various orders and agreements with state and
federal oversight agencies. At December 31, 2021, our recorded environmental
liability was $54.1. See Note 20,   Commitments and Contingencies  , to the
Consolidated Financial Statements for further information.

Off-Balance Sheet Arrangements



Off-balance sheet arrangements represent transactions, agreements or other
contractual arrangements with unconsolidated entities, where an obligation or
contingent interest exists. Our off-balance sheet arrangements, as of
December 31, 2021, consist of indemnities related to acquisition and disposition
agreements and certain third-party guarantees.

Indemnities



Since our founding in 1920, we have acquired and disposed of numerous
businesses. The related acquisition and disposition agreements allocate certain
assets and liabilities among the parties and contain various representation and
warranty clauses and may provide indemnities for a misrepresentation or breach
of the representations and warranties by either party or for assumed or excluded
liabilities. These provisions address a variety of subjects. The term and
monetary amounts of each such provision are defined in the specific agreements
and may be affected by various conditions and external factors. Many of the
provisions have expired either by operation of law or as a result of the terms
of the agreement. We do not have a liability recorded for these expired
provisions and are not aware of any claims or other information that would give
rise to material payments under such provisions.

Guarantees



We had $129.4 of guarantees, letters of credit and similar arrangements
outstanding at December 31, 2021, primarily pertaining to commercial or
performance guarantees and insurance matters. We have not recorded any material
loss contingencies under these guarantees, letters of credit and similar
arrangements as of December 31, 2021 as the likelihood of nonperformance by the
underlying obligors is considered remote. From time to time, we may provide
certain third-party guarantees that may be affected by various conditions and
external factors, some of which could require that payments be made under such
guarantees. We do not consider the maximum exposure or current recorded
liabilities under our third-party guarantees to be material either individually
or in the aggregate. We do not believe such payments would have a material
adverse impact on our financial statements.

                                       34
--------------------------------------------------------------------------------

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 other than in accordance with accounting principles generally
accepted in the United State 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 non-GAAP measures disclosed in this Annual Report on Form 10-K to
be key performance indicators. These measures, which may not be comparable to
similarly titled measures reported by other companies, consist of the following:

•"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. Management believes 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. A
reconciliation of revenue to organic revenue for the year ended December 31,
2021 is provided below.

                                        Motion             Industrial          Connect & Control                                 Total
                                     Technologies            Process             Technologies            Eliminations             ITT
2021 Revenue                        $    1,368.6          $    843.2          $          554.7          $       (1.5)         $ 2,765.0

Foreign currency translation               (39.9)               (6.3)                     (1.9)                    -              (48.1)
2021 Organic revenue                     1,328.7               836.9                     552.8                  (1.5)           2,716.9
2020 Revenue                             1,121.1               843.0                     516.5                  (2.8)           2,477.8

Organic revenue growth (decline) $ 207.6 $ (6.1)

  $           36.3          $        1.3          $   239.1
Percentage change                           18.5  %             (0.7) %                    7.0  %                                   9.6  %





                                       35

--------------------------------------------------------------------------------

•"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, certain asset impairment
charges, certain acquisition-related impacts, and unusual or infrequent
operating items. Special items represent charges or credits that impact current
results, which management views as unrelated to the Company's ongoing operations
and performance. "Adjusted operating margin" and "Adjusted segment operating
margin" are defined as adjusted operating income or adjusted segment operating
income 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 years ended December 31, 2021 and 2020 are provided in the tables below.



                                                     Motion           

Industrial Connect & Control Total Year Ended December 31, 2021

                      Technologies          Process            Technologies           Segment          Corporate         ITT Inc.
Operating income                                        $ 258.2           $ 126.8                   $ 81.7          $ 466.7           $  37.6          $ 504.3
Asbestos-related benefit, net                                 -                 -                        -                -             (74.4)           (74.4)
Restructuring costs                                         3.9               3.1                      2.4              9.4               0.2              9.6

Other(b)                                                      -               0.6                        -              0.6               2.5              3.1
Adjusted operating income (loss)                        $ 262.1           $ 130.5                   $ 84.1          $ 476.7           $ (34.1)

$ 442.6



Adjusted operating margin                                  19.2  %           15.5  %                  15.2  %          17.2  %               N/A          16.0  %
Year Ended December 31, 2020
Operating income (loss)                                 $ 184.0           $  77.6                   $ 57.0          $ 318.6           $ (92.1)         $ 226.5
Asbestos-related costs, net                                   -                 -                        -                -              66.3             66.3
Restructuring costs                                        12.7              19.5                      8.5             40.7               2.3             43.0

Asset impairment charges(a)                                   -              16.3                        -             16.3                 -             16.3
Other(b)                                                      -               0.6                      0.2              0.8               2.8           

3.6


Adjusted operating income (loss)                        $ 196.7           $ 114.0                   $ 65.7          $ 376.4           $ (20.7)

$ 355.7



Adjusted operating margin                                  17.5  %           13.5  %                  12.7  %          15.2  %               N/A        

14.4 %

(a)Asset impairment charges in 2020 are related to a business within IP that primarily serves the global upstream oil and gas market.

(b)Other costs at Corporate primarily reflects accelerated amortization of an intangible asset.




                                       36
--------------------------------------------------------------------------------

•"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,
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 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 adjusted income from continuing operations, including adjusted earnings per diluted share, to income from continuing operations and income from continuing operations per diluted share for the years ended December 31, 2021 and 2020 are provided in the table below.



                                                                            2021             2020
Income from continuing operations attributable to ITT Inc.               $ 

314.8 $ 68.5 Net asbestos-related costs, net of tax expense (benefit) of $113.5 and ($17.4), respectively

                                                       39.1             48.9

Restructuring costs, net of tax benefit of $2.4 and $7.1, respectively

  7.2             35.9

Pension termination and related (benefit) costs, net of tax expense (benefit) of $0.8 and ($33.4), respectively

                                 (2.6)           108.2

Asset impairment charges, net of tax benefit of $0.0 and $0.2, respectively(a)

                                                                -             16.1
Tax-related special items(b)                                               (10.5)            (1.3)

Other costs, net of tax benefit of $0.6 and $0.7, respectively(c)

  2.5              2.9
Adjusted income from continuing operations                               $ 350.5          $ 279.2
Income from continuing operations attributable to ITT Inc. per diluted
share (EPS)                                                              $  3.64          $  0.78
Adjusted EPS                                                             $  4.05          $  3.20

(a)Asset impairment charges in 2020 are related to a business within IP that primarily serves the global upstream oil and gas market.



(b)The following table details significant components of the tax-related special
items. See Note 6,   Income Taxes  , to Consolidated Financial Statements for
further information.

                                                              2021         2020
         Charge on undistributed foreign earnings           $   4.0      $  6.3
         Change in deferred tax asset valuation allowance      (1.9)       (6.2)
         Change in uncertain tax positions                    (15.3)       (4.4)
         Other                                                  2.7         3.0
         Net tax-related special items                      $ (10.5)     $ (1.3)

(c)Other costs primarily relates to accelerated amortization of certain intangible assets.





                                       37
--------------------------------------------------------------------------------

CRITICAL ACCOUNTING ESTIMATES



The preparation of financial statements and related disclosures in accordance
with GAAP requires us to make judgments, estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes.
Significant accounting policies used in the preparation of the financial
statements are discussed in Note 1,   Description of Business, Basis of
Presentation and Summary of Significant Accounting Policies  , to the
Consolidated Financial Statements. An accounting policy is deemed critical if it
requires an accounting estimate to be made based on assumptions about matters
that are highly uncertain at the time the estimate is made, if different
estimates reasonably could have been used, or if changes to the estimate that
are reasonably possible could materially affect the financial statements. Senior
management has discussed the development, selection and disclosure of these
estimates with the Audit Committee of ITT's Board of Directors.

The accounting estimates and assumptions discussed below are those that we
consider most critical to fully understanding our financial statements and
evaluating our results as they are inherently uncertain, involve the most
subjective or complex judgments, include areas where different estimates
reasonably could have been used, and the use of an alternative estimate that is
reasonably possible could materially affect the financial statements. We base
our estimates on historical experience and other data and assumptions believed
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Management believes the accounting
estimates employed and the resulting balances reported in the Consolidated
Financial Statements are reasonable; however, actual results could differ
materially from our estimates and assumptions.

Revenue Recognition



Revenue is derived from the sale of products and services to customers. We
recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which we expect to be
entitled in exchange for those goods or services. For product sales, other than
certain long-term construction and production type contracts where we have no
alternative use for the product and have an enforceable right to payment, we
recognize revenue at the time control of our promised goods or services passes
to the customer, generally when products are shipped and the contractual terms
have been fulfilled.

We recognize revenue for certain highly customized long-term design and build
projects using the cost-to-cost method, based upon the percentage of costs
incurred to total projected costs. Revenue and profit recognized under the
cost-to-cost method are based on management's estimates of measures such as
total contract revenues, contract costs and the extent of progress toward
completion. Due to the long-term nature of the contracts, these estimates are
subject to uncertainties and require significant judgment. Estimates of contract
costs include labor hours and rates, and material costs. These estimates
consider historical performance, the complexity of the work to be performed, the
estimated time to complete the project, and other economic factors such as
inflation and market rates. We update our estimates on a periodic basis and any
revisions to such estimates are recorded in earnings in the period in which they
are determined. Provisions for estimated losses, if any, on uncompleted
long-term contracts, are made in the period in which such losses are determined.

For contracts recognized at a point in time, provisions for estimated losses, if
any, on uncompleted arrangements, are recognized in the period in which such
losses are determined. These estimates are subject to uncertainties and require
significant judgment. They may consider historical performance, the complexity
of the work to be performed, the estimated time to complete the project, and
other economic factors such as inflation.

Additionally, accruals for estimated expenses related to sales returns and
warranties are made at the time products are sold. Reserves for sales returns,
rebates and other allowances are established using historical information on the
frequency of returns for a particular product and period over which products can
be returned. For distributors and resellers, our typical return period is less
than 180 days. Future market conditions and product transitions may require us
to take actions to increase customer incentive offerings, possibly resulting in
a reduction in revenue at the time the incentive is offered.

Warranty accruals are established using historical information on the nature,
frequency, and average cost of warranty claims and estimates of future costs.
Our standard product warranty terms generally include post-sales support and
repairs or replacement of a product at no additional charge for a specified
period of time. Although we engage in extensive product quality programs and
processes, we base our estimated warranty obligation on product warranty terms
offered to customers, ongoing product failure rates, materials usage, service
delivery costs incurred in correcting a product failure, and specific product
class failures outside of our baseline experience and associated overhead costs.
If actual product failure rates, repair rates, or any other post-sales support
costs differ from these estimates, revisions to the estimated warranty liability
would be required.

                                       38
--------------------------------------------------------------------------------

For certain highly complex contracts, design, engineering, and other
preproduction costs may be capitalized if the costs relate directly to a
contract or anticipated contract that the entity can specifically identify, the
costs generate or enhance resources of the entity that will be used in
satisfying performance obligations in the future and the costs are expected to
be recovered. In addition to direct labor and materials to fulfill a contract or
anticipated contract, we exercise judgment in determining which costs are
allocated, including allocations of contract management and depreciation of
tooling used to fulfill the contract. Additionally, overall contract
profitability is estimated in determining cost recoverability.

Income Taxes



Deferred income tax assets and liabilities are determined based on the estimated
future tax effects of differences between the financial reporting and tax bases
of assets and liabilities, applying currently enacted tax rates in effect for
the year in which we expect the differences will reverse. We periodically assess
the likelihood that we will be able to recover our deferred tax assets, and we
reflect any changes to our estimate of the amount we are more likely than not to
realize as a valuation allowance, with a corresponding adjustment to earnings or
other comprehensive income (loss), as appropriate. The ultimate realization of
deferred tax assets depends on the generation of future taxable income
(including the reversals of deferred tax liabilities) during the periods in
which those deferred tax assets will become deductible.

The Company assesses all available positive and negative evidence regarding the
realizability of its deferred tax assets. Significant judgment is required in
assessing the need for any valuation allowance recorded against deferred tax
assets. In assessing the need for a valuation allowance, we consider all
available evidence, both positive and negative, including the future reversal of
existing taxable temporary differences, taxable income in carryback periods,
prudent and feasible tax planning strategies, estimated future taxable income,
and whether we have a recent history of losses. The valuation allowance can be
affected by changes to tax regulations, interpretations and rulings, changes to
enacted statutory tax rates, and changes to future taxable income estimates.

Our effective tax rate reflects the impact of certain undistributed foreign
earnings for which we have not provided U.S. taxes because these earnings are
considered indefinitely reinvested outside of the U.S. We plan foreign earnings
remittance amounts based on projected cash flow needs, as well as the working
capital and long-term investment requirements of our foreign subsidiaries and
our domestic operations. Based on these assumptions, we estimate the amount we
will distribute to the U.S. and accrue U.S. and foreign taxes on these planned
foreign remittance amounts. Material changes in our estimates of cash, working
capital and long-term investment requirements in the various jurisdictions in
which we do business could impact our effective tax rate. Our provision for
income taxes could be adversely impacted by changes in our geographic mix of
earnings or changes in the enacted tax rates in the jurisdictions in which we
conduct our business.

The calculation of our deferred and other tax balances involves significant
management judgment when dealing with uncertainties in the application of
complex tax regulations and rulings in a multitude of taxing jurisdictions
across our global operations. The Company is routinely audited by U.S. federal,
state and foreign tax authorities, the results of which could cause proposed
assessments against the Company. We recognize potential liabilities and record
tax liabilities for anticipated tax audit issues based on our estimate of
whether, and to the extent to which, additional taxes will be due. Furthermore,
we recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position in
consideration of applicable tax statutes and related interpretations and
precedents and the expected outcome of the proceedings (or negotiations) with
the taxing authorities. Tax benefits recognized in the financial statements from
such a position are measured based on the largest benefit that has a greater
than 50% likelihood of being realized on ultimate settlement.

We adjust our liability for uncertain tax positions in light of changing facts
and circumstances; however, the ultimate resolution of a tax examination may
differ from the amounts recorded in the financial statements for a number of
reasons, including the Company's decision to settle rather than litigate a
matter, relevant legal precedent related to similar matters, and the Company's
success in supporting its filing positions with the tax authorities. If our
estimate of tax liabilities proves different than the ultimate outcome, such
differences will affect the provision for income taxes in the period in which
such determination is made.

                                       39
--------------------------------------------------------------------------------

Goodwill and Other Intangible Assets



We review goodwill and indefinite-lived intangible assets for impairment
annually and whenever events or changes in circumstances indicate the carrying
value of an asset may not be recoverable. We also review the carrying value of
our finite-lived intangible assets for potential impairment when impairment
indicators arise. We conduct our annual impairment tests as of the first day of
the fourth quarter. When reviewing for impairment, we may opt to make an initial
qualitative evaluation, which considers present events and circumstances, to
determine the likelihood of impairment. Our decision to perform a qualitative
impairment assessment for an individual reporting unit in a given year is
influenced by a number of factors, including the significance of the excess of
the reporting unit's estimated fair value over carrying value at the last
quantitative assessment date, changes in macroeconomic, industry and
reporting-unit specific conditions and the amount of time in between
quantitative fair value measurements. If the likelihood of impairment is not
considered to be more likely than not, then no further testing is performed.

In cases when we opt not to perform a qualitative evaluation, or the qualitative
evaluation indicates that the likelihood of impairment is more likely than not,
we then perform a quantitative impairment test for goodwill. We test each
reporting unit for goodwill impairment quantitatively at a minimum of once every
three years. We compare the estimated fair value of each reporting unit to its
carrying value. If the estimated fair value of the reporting unit exceeds the
carrying value of the net assets assigned to that reporting unit, goodwill is
not impaired. If the carrying value of the net assets assigned to the reporting
unit exceeds its fair value, then we record an impairment loss equal to the
difference. In our annual impairment test for indefinite-lived intangible
assets, we compare the fair value of those assets to their carrying value. We
recognize an impairment loss when the estimated fair value of the
indefinite-lived intangible asset is less than its carrying value.

We estimate the fair value of our reporting units using an income approach.
Under the income approach, we calculate fair value based on the present value of
estimated future cash flows. We estimate the fair value of our indefinite-lived
intangible assets using the relief from royalty method. The relief from royalty
method estimates the portion of a company's earnings attributable to an
intellectual property asset based on an assumed royalty rate that the company
would have paid had the asset not been owned.

Determining the fair value of a reporting unit or an indefinite-lived intangible
asset is judgmental in nature and involves the use of significant estimates and
assumptions, particularly related to future operating results and cash flows.
These estimates and assumptions include, but are not limited to, revenue growth
rates and operating margins used to calculate projected future cash flows,
risk-adjusted discount rates, assumed royalty rates, future economic and market
conditions, and the identification of appropriate market comparable data. In
addition, the identification of reporting units and the allocation of assets and
liabilities to the reporting units when determining the carrying value of each
reporting unit also requires judgment. Goodwill is tested for impairment at the
reporting unit level, which, based on the applicable accounting guidance, is
either the operating segment or one level below (e.g., the divisions of our
Connect & Control Technology segment). The fair value of our reporting units and
indefinite-lived intangible assets are based on estimates and assumptions that
are believed to be reasonable. Significant changes to these estimates and
assumptions could adversely impact our conclusions. Actual future results may
differ from those estimates. During the fourth quarter of 2021, we performed our
annual impairment assessment and determined that the estimated fair values of
our goodwill reporting units were substantially in excess of each of their
carrying values. Had different reporting units been identified or had different
valuation techniques or assumptions been utilized, the results of our impairment
tests could have resulted in an impairment loss, which could have been material.

See Note 12, Goodwill and Other Intangible Assets, Net , to the Consolidated Financial Statements for more information.

Environmental Liabilities



We are subject to various federal, state, local, and foreign environmental laws
and regulations that require environmental assessment or remediation efforts.
Accruals for environmental exposures are recorded on a site-by-site basis when
it is probable that a liability has been incurred and the amount of the
liability can be reasonably estimated, based on current law and existing
technologies. Significant judgment is required to determine both the likelihood
of a loss and the estimated amount of loss. Engineering studies, probability
techniques, historical experience, and other factors are used to identify and
evaluate remediation alternatives and their related costs in estimating our
reserve for environmental liabilities. Our environmental reserve of $54.1 at
December 31, 2021, represents management's estimate of undiscounted costs
expected to be incurred related to environmental assessment or remediation
efforts, including related legal fees, without regard to potential recoveries
from insurance companies or other third parties. Our estimated liability is
reduced to reflect the participation of other potentially responsible parties in
those instances where it is probable that such parties are legally responsible
and financially

                                       40
--------------------------------------------------------------------------------

capable of paying their respective share of the relevant costs and that share
can be reasonably estimated. Our environmental accruals are reviewed and
adjusted for progress of investigation and remediation efforts and as additional
technical or legal information become available, such as the impact of
negotiations with regulators and other potentially responsible parties,
settlements, rulings, advice of legal counsel, and other current information.

We closely monitor our environmental responsibilities, together with trends in
the environmental laws. Environmental remediation reserves are subject to
numerous inherent uncertainties that affect our ability to estimate our share of
the costs. Such uncertainties involve incomplete information regarding
particular sites, incomplete information regarding other potentially responsible
parties, uncertainty regarding the nature and extent of contamination at each
site, uncertainties concerning the extent of remediation required under existing
regulations, uncertainties concerning our share of any remediation liability, if
any, widely varying cost estimates associated with potential alternative
remedial approaches, uncertainty with regard to the length of time required to
remediate a particular site, uncertainties concerning the potential effects of
continuing improvements in remediation technology, and unpredictable nature and
timing of changes in environmental standards and regulatory requirements. The
effect of legislative or regulatory changes on environmental standards could be
material to the Company's financial statements. Additionally, violations by us
of such laws and regulations, discovery of previously unknown or more extensive
contamination, litigation involving environmental impacts, our inability to
recover costs associated with any such developments, or financial insolvency of
other potentially responsible parties could have a material adverse effect on
our financial statements.

Although it is not possible to predict with certainty the ultimate costs of environmental remediation, the reasonably possible high-end of our estimated environmental liability range at December 31, 2021 was $93.8.

Recent Accounting Pronouncements

See Note 2, Recent Accounting Pronouncements , to the Consolidated Financial Statements for a complete discussion of recent accounting pronouncements.

© Edgar Online, source Glimpses