ITT Inc. (ITT) Q1 2011 Earnings Report, Transcript and Summary

Good morning. My name is Melissa, and I will be your conference operator today. At this time, I would like to welcome everyone to the ITT Corporation First Quarter 2011 Earnings Conference Call. [Operator Instructions] I will now turn the conference over to Tom Scalera, Vice President of Corporate Finance. Please go ahead.

Thank you, Melissa. Good morning, and welcome to ITT's First Quarter 2011 Investor Review. Presenting this morning are ITT's Chairman and CEO, Steve Loranger; and ITT's Chief Financial Officer, Denise Ramos. I'd like to highlight that this morning's presentation, press release and reconciliations of GAAP and non-GAAP financial measures can be found on our website at itt.com/ir. Please note that any remarks we may make about future expectations, plans, prospects and other circumstances set out in our Safe Harbor statement constitute forward-looking statements for purposes of the Safe Harbor provision. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in ITT's Form 10-K, as well as our other public SEC filings. Let's now turn to Slide 3 where Steve will provide the first quarter 2011 overview.

Thank you, Tom. Good morning, and thanks to all of you for joining us today. Back in February, I shared with you 2 simple messages that have been repeatedly delivered during our transaction preparation. And that is one, we've asked our organization to really focus on all of our customers and to deliver on their operating plans. Well, so far this year, we're really pleased to report that despite some difficult Defense conditions, we've been successful, overall, on both fronts. We've also made tremendous progress around the spin transactions itself. First quarter adjusted EPS grew 18% due to exceptional operating execution. Leaders all across ITT have risen to the challenge and are delivering tremendous results while they simultaneously advance the value-creating objectives of the spin transactions. During this transition period, our strong operating culture in the integrated management system have helped all of our employees maintain their intense focus on the customer and on delivering improved productivity. For example, Motion's strong focus on execution generated an 11% increase in organic revenue growth and nice operating margin expansions. The Fluid businesses delivered 24% total revenue growth along with nice margin expansion. And they did so while they successfully integrated the 2010 acquisitions. Let me note that the strategic rigor in the integration intensity that we've put into all of our recent acquisitions really demonstrate the high caliber of our leadership teams across the company. And lastly, on a combined basis, Fluid and Motion drove an impressive 19% growth rate in emerging markets. Further, we're encouraged by the strong double-digit order demand we saw across every one of our segments. Fluid's total orders were particularly strong at $1.1 billion, and this generated an outstanding book-to-bill ratio of 1.14. And in addition, Defense maintained its funded backlog at $4.1 billion on strong orders along with some nice program wins. I'm also pleased to report that we are increasing the midpoint of our adjusted EPS range, $4.76, due to the strength in commercial markets. We're revising our full year 2011 revenue guidance to reflect the very challenging market and budgetary conditions at Defense. However, a large part of this Defense decline is expected to be offset by improved top line and operating margin performances in our Fluid and Motion & Flow Control businesses. And in fact, I want to compliment the Defense team because they have already recovered a substantial portion of the operating income impact from these sales declines through some very proactive expanded productivity and restructuring activity. The final point is that we are making tremendous progress on the spin transaction, and we are on track to close by the end of this year. And we'll talk about those details shortly. And before we get to those, we'll turn it over to Denise to discuss the details of the Q1 business performance.

Thanks, Steve. Let's turn now to Slide 4. In the first quarter, we delivered total revenue growth of 7% and organic growth of 2%. The organic improvement was led by Motion & Flow Controls' impressive 11% growth. This reflected strength in Motion's major end markets and in the emerging markets. Fluid's 8% organic growth was due to strength in global transport and treatment, commercial building services and light industrial markets. Defense declined 4% due to expected reductions in domestic SINCGARS and jammers. This was partially offset by significant growth in our Defense Service business that benefited from a ramp up of activities on several recently awarded long-term contracts. The first quarter total organic order growth of 20% was simply outstanding. Including acquisitions and foreign exchange, total orders improved 26%. Motion's organic orders grew 20% due to strong global industrial aerospace, auto and rail demand. Fluid organic orders grew 12% due to the strength across all end markets. And Defense orders increased 26% due to recent service contract wins and the receipt of an anticipated 12-month funded order for the Communications service contract known as TAC-SWACAA [Total Army Communications - Southwest Asia, Central Asia and Africa]. First quarter adjusted EPS of $0.98 grew 18% compared to 2010. This performance was driven by very strong operational execution and acquisition integration. In the quarter, we delivered strong organic commercial volume growth and 70 basis points of operating productivity. In addition, we delivered meaningful acquisition accretion. Total non-operating items, largely offset compared to the prior year, and lastly, it's important to note that our adjusted EPS number excludes Q1 spin-related transformation charges and other special items. So now let's take a look at Fluid's impressive revenue order and margin expansion on Slide 5. Total Fluid revenues improved 24% to $992 million. This strong performance included 8% organic growth, favorable foreign exchange and the benefit of the dewatering and analytics acquisitions. Fluid's total orders improved 27%, and organic orders increased 12%. Fluid's first quarter book-to-bill was exceptionally strong at 1.14. At the Fluid value center level, water and wastewater delivered outstanding 14% growth in both organic revenue and organic orders. These improvements were driven by increased treatment and transport project activity in the public utilities market and stronger global dewatering. Results in the European public utilities markets have recently stabilized due to improved conditions in northern Europe. Residential and Commercial Water delivered its fifth straight quarter of organic revenue growth and was up 10% due to strong demand in global light industrial, commercial building service and ag and irrigation markets. Residential and Commercial Water orders improved 7% due to solid aftermarket demand in the global building services market. Organic revenue at industrial process declined 4%. However, this result does not include a large emerging market oil and gas project that shifts just after the quarter's end, building some very nice momentum into Q2. Industrial processes' organic order growth of 20% reflected strong demand in our high-margin industrial aftermarket business and strong emerging market activity in oil and gas and mining. Total Fluid operating income was 36% in the quarter. This improvement reflects the significant benefit from the dewatering and analytics acquisition, higher volume, improved productivity and lower restructuring expenses. First quarter operating margins improved 110 basis points, reflecting 170 basis points of operating productivity and 40 basis points of accretion from the 2010 acquisition, partially offset by foreign exchange and pension. The first quarter accretion from the Godwin and Nova acquisitions further validates the significant value-creating potential of these new platforms. Our global leadership and dewatering is expanding nicely as we're already utilizing existing channels to bring Godwin capabilities into Asia, Australia, South Africa and Latin America. And our Analytics platform established with the Nova acquisition continues to exceed internal performance expectation and was favorably received during its recent debut at the Pittcon Trade Show. So the strategic potential of these platforms is as strong as the current operating performance these businesses are delivering. Now let's turn to Motion & Flow Control on Slide 6. Motion & Flow Control saw demand strength across all of its businesses as organic revenue increased 11% and organic orders increased 20%. It should be noted that both of these exceptional results compared to a very strong first quarter in the prior year and they do provide the foundation for the significant increase to Motion's 2011 revenue and adjusted operating margin guidance. At the value center level, Control Technologies produced the strongest revenue results, improving 19% in the quarter, while organic orders grew a spectacular 42%. Control Technologies' strength was driven by aerospace aftermarket and emerging market high-speed rail equipment. Interconnect Solutions delivered organic revenue growth of 9% and organic order growth of 15% due to market share gains in the aerospace market and strong emerging market demand for connector solutions in oil and gas, rail, and the handheld device market. Motion Technologies organic revenue grew 9% and organic orders improved 19%. The growth was driven by recent automotive OEM share gains and increased automotive aftermarket demand, combined with growing emerging market rail equipment activity. Flow Control delivered organic revenue growth of 8% and organic order growth of 4% due to general industrial market improvement and share gains in the marine aftermarket. So in total, Motion & Flow Control's operating income improved 18% and margins expanded 90 basis points due to strong operating productivity on higher volume that more than offset higher commodity costs. Now let's turn to Defense & Information Solutions on Slide 7. Defense revenue decreased 4% to $1.3 billion due to anticipated programmatic decline coupled with challenging budgetary and operational conditions. However, Defense-funded orders increased 26% to $1.5 billion due to recent service contract wins. At the business level, information systems revenue grew 11% and orders improved 172% due to significant share gains in base operation services resulting from recent long-term contract wins and extensions, including KBOSS, APS-5 Kuwait, Afghanistan North & South and LOGCAP. These gains were partially offset by lower software engineering services. Geospatial Systems revenue declined 1% as commercial satellite and GPS program growth was offset by lower space-based classified program activity and lower international Night Vision sales. First quarter orders declined at 22% due to the comparison with a significant prior year U.K. Night Vision order. Electronic Systems revenue declined 23% due to anticipated reductions in domestic SINCGARS and jammers. In the quarter, we did see an increase in our CREW 3.3 Next Generation Jammer development program. Orders were down 39% due to a difficult compare to a prior year airborne electronic warfare order and the anticipated decline in SINCGARS orders. So in total, Defense operating income decreased 3% to $137 million. Operating margins expanded 10 basis points due to lower restructuring and amortization expenses, partially offset by the impact of lower high-margin volumes and higher pension costs. Now let's turn to our 2011 guidance on Slide 8. Let me start by pointing out that we are raising the midpoint of our adjusted full year EPS guidance to $4.76 from our previous guidance midpoint of $4.72 due to the strong operating momentum our commercial business generated in the first quarter. This strength is expected to partially offset anticipated Defense weakness. However, the Defense team is facing this new reality by intensifying its focus on driving productivity and managing costs. It should also be noted that the updated guidance includes an incremental $0.04 of new restructuring actions planned at Defense in response to their changing market conditions. Keep in mind that the adjusted EPS and the operating margin guidance provided here excludes all spin-related transaction impacts and other special items. We do anticipate that there will continue to be material transaction-related charges and other impacts during 2011 that will be reflected in our reported GAAP results. At the segment level, we are raising our total revenue growth, organic revenue growth and operating margin guidance for both Motion and Fluid. The increases reflect the strong Q1 orders, improved end market conditions and expanded productivity actions that are expected to more than offset higher commodity costs. For Motion, we are raising the total revenue guidance to $1.6 billion from $1.5 billion, and we are increasing the organic revenue growth guidance to 6.5% from 5%. These increases primarily reflect improved conditions in the aerospace, industrial and automotive markets. We are increasing Motion's full year adjusted operating margin forecast by 80 basis points to 15.8% due to higher volumes, improved mix and expanded productivity. Fluid revenue guidance is increasing to $4.2 billion from $4.1 billion. Organic revenue is now forecasted to grow 5.5%, and total revenue is expected to grow 15% due to improved conditions in the public utilities market and strength in Analytics and Dewatering. Fluid's adjusted operating margin guidance is increasing 40 basis points to 14.4% due to improved volume and expanded productivity. We are adjusting our Defense revenue forecast to a range of $5.4 billion to $5.6 billion. The reduction reflects $200 million of delayed program starts caused by the U.S. budget continuing resolution and about $100 million attributable to customer disruptions in the Middle East. We are applying a wider range for our updated Defense guidance to reflect the degree of variation that exists in today's environment. The adjustments to the Defense revenue forecast were partially offset by the increases in our Fluid and Motion revenue, and our new full year revenue guidance midpoint stands at $11.3 billion. For the second quarter, we are forecasting adjusted EPS in the range of $1.10 to $1.14 on revenues of $2.8 billion. This forecast reflects improved expectations for Motion and Fluid and the lingering impact of program start delays attributable to the Defense budget environment. Lastly, for the full year, we are targeting an adjusted free cash flow conversion ratio of 100%. Our first quarter free cash flow was in line with our expectation. However, it compared unfavorably to the prior year, largely due to the significant number of new service program wins at Defense that required initial payment prior to recovery from the customer. The net debt to net capital ratio at the end of the quarter was once again strong at 7.1%, and our cash balance was $1.1 billion. Now let's turn to Slide 9 where Steve will provide an update on the transaction.

Thanks, Denise. I am really pleased with the significant progress all of our dedicated teams have already made to effect this transaction in 2011. And as a result of all their work, today, I am convinced more than ever that these spins are going to enable the 3 new companies to each realize their full potential and that this transformation will continue to unlock significant shareholder value. In March, we took an important step in our process by filing the customary request with the IRS for a tax-free spin ruling. In addition, we've been hard at work preparing the Form 10s since the announcement date, and we can now better frame our initial Form 10 filing dates. We’re currently targeting June through August of 2011 time frame for this filing. There's still a lot of work to do to reach this goal, but we clearly have a path and a dedicated team focused on reaching this filing goal and again, planning to complete this transaction by the end of the year. Last week, we took another important step. We named 34 current employees to fill the key leadership positions of each of the 3 new companies, and you should reflect that our ability to fill 95% of the most senior leadership positions with internal candidates is truly a testament to the strength of our existing management bench and the legacy of leadership development that we drive here at ITT. We're now diligently collecting the financial impacts of the transition, and we've improved our visibility to future transaction impacts. The adjusted first quarter results simply exclude $85 million in charges directly attributable to the transaction. It's about $30 million worth of advisory and employee-related cost and $55 million non-cash impairment charge related to some new consolidated information system initiatives that were suspended as a result of the spin-offs. In the first quarter, looking at our information technology programs, we decided that each of the new companies should determine their specific IT requirements that are most consistent with their future strategic objectives at a later point in time. At this point, we're also able to forecast the onetime pre-spin after-tax cash transaction impacts. Our pre-spin estimate of approximately $500 million includes debt refinancing, tax impacts, advisory fees and other transaction activities such as onetime physical separation costs. This amount is not at all out of line with these types of transactions, and keep in mind that we are doing a three-way spin, indicating almost 2x the level of effort that you many times refer to. And the way to think about this is that this is actually a small percentage of the total value that's being unlocked by this strategy. And it certainly represents a very nice return on investment. Finally, I have personally reviewed, along with each of the 3 new CEOs, their proposed cost structures for each of the new companies. And I'm very pleased with the level of rigor applied and confident in our team's ability to establish competitive and lean corporate cost structures for each new company on a go-forward rate. To give you a little more color, each new CO established competitive op margin targets for their businesses. And working both a tops down and a bottoms up approach to design the cost with the desired functionality of a new public company, they have made terrific progress. And so all in, and even though these costs are in a variety of different places throughout the reported financials, on an apples and apples basis, we don't expect the total corporate cost to exceed 10% of our current cost. And remember, this, in a way, makes a lot of sense, because it's true that we're adding 3 new public jobs, such as 3 new treasurers, in additional public base compensation. But on the other side, remember that we are eliminating one entire level of corporate overhead, whereas we have 2 today. None of the 3 companies need 2 corporate levels, and that level is going away. We've done a lot of great work to actually reduce work in lean out processes. And of course, our consolidated value centers are capable of producing a lot better results, significantly reducing the corporate overhead requirement. Let's turn to Slide 10 where you're going to see some significant strategic developments in 2011 for each of the new companies. I'm often asked, what I think is the biggest surprise that we've seen in this transformation and I have to say, it's been overwhelming positive employee reaction. So notwithstanding the expected stress and ambiguity of the current administrative separation activities, our employees around the globe are very excited about creating a future of their own with strategically well-positioned businesses, each with nice balance sheets capable to grow. And this momentum is being fueled by our current market success. And so I want to share on this final slide, some of these opportunities that demonstrate the future growth potential of each of these 3 new entities. And in total, all of these developments really do underscore the solid leadership positions and competitive advantages that each company will enjoy in their respective markets. In 2011, the future ITT won 2 different contracts totaling $14 million to provide first-class seat equipment and connectors to high-speed rail projects in China. The future ITT also recently won an $8 million award to provide vertical pumping equipment to a Chilean copper mining project. There were also 2 nice wins to support green markets, and one was for $7 million to provide pumps for a clean coal factory in the United States and another $1.5 million order to provide electric vehicle charging connector. And finally, the new ITT continues to expand its global reach in the automotive industry through expanded relationships with some of world's largest auto producers. In the middle of the page, you'll see that future water business won a $12-million contract to provide cooling water pumps in India. This future water business will also provide over $21 million in treatment in agricultural technology to emerging markets in Brazil, Mexico, Iraq, and UAE. This equipment includes ozone technology, pumps and turbines. In addition, I'd like to highlight that the future water business is going to provide 100% of Pepsi's fountain beverage dispensing pumps in North America. And finally, turning to Defense. We've successfully completed the integration of the acquired SRA Airport Operations Solution business with our information system's value center. The newly formed commercial aviation solution team integrates our commercially viable ADS-B NextGen air traffic network data system with the AOS symphony software product to provide the market with the only solution that allows gate-to-gate aircraft operations management. Defense was also awarded a $600 million IDIQ for Generation 3 Night Vision goggles under our OMNI VIII contract. This latest contract allows ITT to continue our commitment to equip the U.S. military with the best night vision technology for challenging lowlight environments. And we also won a new contract for minesweeping technology in Korea and a new technology critical contract for our satellite-based mobile network communication device known as GNOMAD. And lastly, I'm pleased to report that, after many years of protest-driven delays, we've finally completed the full work transition on the NASA Communications contract referred to as SCNS. So I hope you agree that with these significant wins all across our business areas, we continue to build a solid foundation for the transformation of our company into 3 independently publicly traded companies later this year. And so on that note, let's turn it over to Tom for our Q&A.

Thanks, Steve. Melissa, we're now ready to begin the Q&A session.

[Operator Instructions]. Your first question comes from Jim Lucas of Janney Capital Markets.

First question on the Fluid side, which you're now calling public utilities, I guess, is the old muni business. Globally, could you talk about where you're seeing the strength you alluded to, that sum in the prepared remarks? I was just hoping you can give us some additional color?

Yes, Jim, it's Denise. We are seeing strength in the municipal markets. A lot on the treatment side of things but also on the transport side. And northern Europe is continuing to do well for us. In the first quarter, we saw strength also in the Americas. We also saw some strength in Asia Pac. So if you look across the globe, we were seeing strength in the Fluid municipal market, really in many geographical regions. We are still seeing some slowness in southern Europe. And so we have factored that in here. But overall, we're seeing nice growth in the first quarter, and we expect that growth to continue throughout the year.

Okay, that's helpful. And on the Defense outlook, I was hoping you could just give a little bit more color. Since your initial guidance, there's about a $300-million delta on the revenue line based on the midpoint, and if you could talk a little bit about what has changed over the last couple of months. And secondarily, with the margin outlook, given that not only is the mix shifting more to service but with the revenues coming down, I understand Defense has taken a lot. But why shouldn't we see more margin contraction with the mix shifting?

Okay, Jim. What we've seen with respect to what's really changed in Defense, what we have seen is significant decline in some of the program decisions that we had expected that were part of the overall budget program, primarily driven by 3 factors. One is, as you know, we had a continuing resolution, which was just recently resolved, which unfortunately, created a lot of uncertainty and tenuous decision-making and partial decision-making throughout the government. And of course, as that was manifest in Defense budgets, what it meant was we simply were not going to get the program awards in the timeframe that we expected. And examples of those would be the Band C Jammer upgrade, which we were expecting. And even though we did get some GNOMAD, as I just mentioned, there was some additional GNOMAD, which is our integrated communication capability. We're simply delayed. And we got to the point that we said we just can't count on it for the year. The second factor, of course, was the Middle East. We had a lot of international activity going, and I think you recognize the kind of pauses that we've seen in a whole lot of economic and social issues with Middle East customers as a result of some of the crises that we're seeing in those Middle East countries. And then finally, in a more pervasive way, quite frankly, the high cost of fuel. And as you know, the U.S. military does purchase a lot of fuel. It is causing their budget -- budget pressures in areas they had not anticipated. So adding all that up, we did the factors in our program and felt that this is an appropriate and responsive and realistic kind of reset to our Defense business. And we'll certainly give you any update if we see any reasons for it to change materially up or down.

In terms of the margin outlook for Defense, we brought it down about 10 basis points to it, that 12.4% for the full year. Defense, as Steve mentioned in his talk earlier, indicated that Defense is going after some pretty aggressive productivity and cost saving initiatives. In fact, when you look at the restructuring that they're anticipating this year, they've got about $16 million in restructuring dollars. And they're going to more than offset that through benefits that they're receiving through those productivity actions. So they're continuing to aggressively look at their portfolio, to look at areas where they've got these productivity initiatives and continued focus on cost.

Yes, and I would just add is that it's pretty typical in the commercial world where we ask -- if we do have revenue declines, we always expect that our commercial businesses will take out cost at the same rate that they're expecting the sales decline. So they hold operating margin. And while you don't always see that in Defense businesses, we've got a terrific Defense team, and we've asked them to step up to actually manage the cost side of their equations as equally as aggressively as what's happening on sale. And of course, what we're essentially doing is responding appropriately by taking speedy actions to eliminate cost at about the same rate that we're expecting sales to come down. And that's the best way to hold up your operating margin and your cash flow.

The other thing I'd mention is that when you look at Q1 margin and you go throughout the back half of the year, we do expect there to be more product revenue flowing through in the back half than we see in the first quarter. And that's very typical to what we've seen in the past also.

Your next question comes from Deane Dray of Citi Investment Research.

I was just doing a quick back-of-the-envelope comparison of ITT's $500 million breakup cost number versus what Tyco went through. And obviously, different companies, different dynamics, but it was a 3-way spin. And under market cap and revenue, you're right on the screws in terms of as a percent, but it's a little bit different on SG&A. It looks like ITT is about 7 percentage points higher on an SG&A as a percent of the breakup costs. So is there a dynamic here within ITT SG&A where there might be a factor in terms of why there would be a higher cost there?

When you say SG&A, Dean, just for clarification, are you talking about advisory fees and employee-related costs?

Yes, it would include that in total. Yes.

We'll have to take a look at that. In terms of advisory fees, that doesn't really scale by revenue. In one sense it certainly would be proportional to actually the task at hand, which is independent revenue, so in that point. And then on employee-related costs, I would think that, that would probably scale by revenue in terms of the number of employees. So we'll take a look at that. But overall, our expectation is that we're reasonably in line. And as we do our benchmarks, I do thank you for acknowledging that the $500 million is in line with precedents. That's certainly how we feel.

And overall, it does come in right almost to the percentage points. So no surprises there. What did surprise me though, Steve, is the 95% fill rate with internal candidates. So it just begs the question, how much of a search did you do, and did you consider outside candidates?

We had a very, very robust value-based leadership development program. And one of our bases for historical incentive compensation for executive is they have to identify in a pretty agreed way, 1 to 2 ready-now successors. And so in the past -- I mean, that's just one piece of our leadership program. And in the past couple of years, we've done a lot of work to actually manage that tier of individual successors. And while it did not play out in terms of a normal company succession, when we ended up looking at all 3 new public jobs, we actually had a heck of a good lineup. So to your point, we did not do a significant outside search. We are going to do some outside. We've got a couple of openings, as I mentioned at the top. And then at the second level, in some areas, particularly in the finance and the HR, sort of publicly related jobs, in that general area, we probably have some openings. I mean, we're going to have to have some outside hires. So we'll be taking another look at that. And the other point I want to make is that we also did a very, very thorough screen with respect to experiential base from a diversity standpoint for each of the new public teams to ask where we're getting the right complement of strategic council members? And I'm proud to say that it's sort of split 3, 2 and 2. So the top leadership team at ITT goes to each of the 3 companies. We have a huge number of incumbents in their jobs. Remember, we have a Defense group today, and I'm pleased to say that many of the Defense executives as an example, were selected on the basis of their incumbency in their current job. A lot of them with prior public company experience in areas of strategy, HR and law to be specific. And we have a really nice population in terms of both technical acumen, as well as career diversity throughout the team. So we feel good about it. We're going to be working hard to make sure these teams can affect the strategy of the future. But we're in a really nice place right now, we think.

Just last question for me. We've heard at this earning season, a number of companies coming back saying that material cost had gotten ahead of them, and they were scrambling to get pricing and productivity. But it looks like you are ahead of the curve on this. But just some additional detail from Denise, if we could, regarding what was price as a factor in the quarter versus productivity and offsetting raw materials?

Sure. We did well on that front when we look at the raw materials. And the ones that impact us the most would be copper, nickel and steel. And so what we saw, is we saw about a 120-basis point hit to our margin in Q1 for higher materials cost. We offset that through many of our productivity initiatives, primarily on the supply chain. In terms of pricing, little bit of price flow-through. We saw a little bit of it in Fluid Technology, a little bit of it in MoFlow. But the primary drivers of the offset there was around the supply chain. As we go into the back half of the year and how we think about it from a full year perspective, we also see that the supply chain is going to offset the material cost increases that we've identified to date. We see a little bit more price coming through as we go into the back half of the year. We've taken some price increases at the beginning of the year in our IT business and our RCW business and then in just some other selected areas. We also have had an initiative underway for a while now around the revenue, our revenues with our value-based commercial excellence program. And that is also helping us find opportunities where we can take some pricing. But the majority of the offset has been through the supply chain initiatives.

And can you just be any more specific about what price contributed in the quarter?

Price in the quarter, if I look at it from an ITT perspective, overall, was about 10 basis points.

Your next question comes from Peter Skibitski of SunTrust.

You gave us a cash impact of the spins. Can you give us the earnings impact as well just so we have it? And maybe, how it flows through the year?

Peter, it's Tom Scalera. Our guidance for the year excludes the estimated impacts of the transaction. So what we're guiding to you does not contemplate the actual total GAAP cost that will hit the P&L in the course of 2011. So that's something we'll continue to present as a special item as we recomplete the quarters.

Okay, okay. I wanted to clarify one thing, the structure of the tax-free spin. So my understanding of that is that there's a certain time period that has to go by post-spin before the resulting companies would be able to be purchase ex tax implications. Is that your understanding as well? And is it a roughly two-year time period?

That's not technically correct. The tax-free nature of the spin, as far as the IRS ruling, suggests that should accompany be subject to an acquisition within 2 years following the spin, then the IRS would reserve the right to review the tax-free nature of it. But it's not as specific as you just said. And I would urge you to just go do your own research on that one.

Okay, okay. Sounds good. And then can you tell us what caused a reduced tax rate for this quarter and what your updated full year rate is going to be?

Sure. The full year rate that we're looking at is about 29%, which is what we put into -- which is what you saw recorded in Q1, 29%. We were about 28% last year. Because of the spin activities, there are certain tax planning initiatives that don't make sense for us to do right now. So that's why we've got a 29% rate at this point.

Your next question comes from Gautam Khanna with Cowen and Company.

You took up the MoFlow and Fluid Technology margin guidance for '11. When I go back, I remember, I think it was Q2 of last year, you talked about how there were a number of product initiatives that you're investing in the emerging markets at the segments. And I just wondered, is any part of the guidance increase related to, perhaps, throttling back that investment this year and/or just throttling back some of the proactive restructuring that you anticipated?

Well, many of the emerging market investments that we've made, we've made over many, many years. So we've been investing in these emerging markets, which is why we're seeing such high growth rates in emerging markets in the first quarter and what we're anticipating on a full year basis. When you look at the margins that we've increased for Fluid and Motion Flow, we've increased Motion and Flow about 80 basis points; Fluid, about 40 basis points. The way to think about that is that it's really due to the higher sales volume that's flowing through and incremental productivity that we're able to achieve.

Okay, so there's no change to the plan on R&D and...

I'm sorry, there's no change to what?

The R&D and/or the proactive restructuring that you planned for?

From a restructuring standpoint, we did put in another $10 million for Defense because of initiatives that they have underway. So that has been put into there. That's been the major change in restructuring. Again, we hope to -- we will more than pay for that this year. In terms of R&D activities, it pretty much remains as is. In terms of investments that we make, we have a standard process underway where we look throughout the year at the investments that we're making and we make sure that they make sense as we go throughout the year. So we will target a certain number at the beginning of the year. That could change up or down, depending on how we sequence throughout the year and what we think the right decisions will be. So that's just an ongoing process that we have.

Gautam, I just wanted to add one on that factor as I know you're interested in it. But year-over-year on the commercial sides of our business, we are anticipating an increase in our discretionary investments. So to the basic nature of your question with respect to operating margin accretion, we're also pleased to be able to do that with very significant productivity, especially with adverse commodity headwinds and increasing our overall investments in the growth areas.

And just as a follow-up on the Defense guidance reduction. The $100 million from Middle East-related customer disruption, can you frame for us how large the Middle East is as a customer base in your Defense business? So I can get a sense of proportionality of what actually came out? What were you anticipating, and what's the new level?

I don't know the exact percentage of the Middle East component. But certainly, it's a noteworthy component of the overall international growth. There are many countries in the Middle East who we have various contracts with for existing and ongoing. Probably the biggest one was Egypt. It's very kind of lumpy, but as you know, we have mobile air surveillance, radar system and air defense systems for Egypt. And we were anticipating some follow-on awards in the activities in Egypt through a delay into that activity. And that was probably the biggest piece of that. But there's many countries over there that we're working with.

Okay, and just so I understand it more clearly, what is your total proactive restructuring spend anticipated to be, including the new Defense revision in 2011 versus what you had indicated in your prior guidance?

This year, we're planning around roughly $19 million to $20 million for restructuring. And when we guided -- last time, we were about $10 million. So the incremental is the $10 million restructuring that is taking place at Defense.

Your next question comes from Terry Darling of Goldman Sachs.

I'm just wondering if I can just be perfectly clear on the kind of the bridge from the old midpoint of guidance and new midpoint of guidance. So you're up $0.04 at midpoint, you beat the first quarter by $0.10, talked about -- I think that incremental restructuring in total was $0.04 and the balance is just operations. Or is there some other pickup in corporate expense as well going on?

Okay, let me calibrate around the guidance that we had. First for Q1, the $0.08 that we over-delivered, $0.11 of it had to do with operational performance at the segments. And then there was $0.03 that was really related to -- you had some foreign exchange. That was in there. That impacted us for about $0.03. That gave us the $0.08. When you look at the guidance for the full year then, we're down $0.04. The segments themselves are down about $0.04, with the primary driver of that being Defense at about $0.17. And then Fluid and MoFlow, because of expanded margins and higher revenues, are giving us about a $0.13 offset. So the $0.04 decline is really on an operational basis, and everything else below the line basically offsets.

Okay, and that Defense minus $0.17, does that include the incremental restructuring in Defense?

No, it does not. It's included in what I classified as the others that tend to offset. Remember that Defense and their number is factoring in the benefits that they're going to be receiving from this incremental restructuring. It more than offsets the $10 million expense.

The payback is less than -- the payback is within this year. So it actually -- the restructuring cost is more than offset with operating income benefit.

Okay, that's very helpful. Let me just take down a little bit on MoFlow on the guidance specifically. The organic, very good; the orders, even better. You did raise the organic there, but it still implies a very sharp deceleration in the second half organic growth rate. You've got FX that probably helps you a fair bit there as well. So just wondering, what are you seeing out there that leads you to want to build such a conservative organic year-over-year profile in the second half?

Well, what's impacting Motion & Flow is in the automotive industry. And what we saw there is really, really strong growth in the automotive industry in Q1. And we believe that, as we get into the back half of the year, that, that's going to tail off somewhat from what we've been experiencing. Remember there was a stimulus program that was put in place about a year or so ago. And so we think that, as we continue to lap that, we get into the back half of this year, that we're going to see lower year-over-year growth rates.

And just remind us, auto is a percentage of total MoFlow?

Auto represents about -- in total, about -- it was about 30% of MoFlow.

Your next question comes from Robert Stallard of Royal Bank of Canada.

First, I'd like to kick off on the Defense side starting with these contracts that you've won in Kuwait in addition to what you already have, what your exposure to the OCO budget might be in 2011?

At this point in time, we have factored only minor, minor exposure on the OCO with respect to the Kuwait contract. It's pretty much on track.

I meant all-in if you look at the entire Defense division. How much of the revenues in that division comes from the OCOs? I'm sorry.

Robert, at this point, we've had a number of new contracts come online in the region. So we're recalibrating the number to exactly identify which budgetary line item they come from. But what I would tell you is, when you look at what we're doing in Kuwait around the APS APS-5 contract and Qatar BOSS in addition to the Kuwait BOSS program, we'll keep going on the line. The TAC-SWACAA contract, what we're doing in Afghanistan North & South, a number of those Middle East contracts are for enduring activities that are tied to providing support in regions. And in some cases, they're largely independent of a number of troops in active deployment. So we're very much in the support and infrastructure for the U.S. Military, and we are providing support training and other services to the Afghan locals as well.

On the MoFlow side, I was wondering if you could comment on how much commercial aerospace aftermarket was up in terms of revenues this quarter, how your orders progressed year-on-year and what your expectation might be for the full year?

On the aerospace side, the aftermarket was up about 35%. So we've seen a nice recovery in that segment.

We expect to see some nice aftermarket volumes in the back half of this year too. Now the aerospace industry is doing well based on miles flown and airworthiness. We're just seeing some really nice momentum there that we think is going to continue.

So is that 35% growth in revenues or orders?

That 35% is on the revenue side.

Okay, and how much -- if you were looking forward, how much were your orders up year-on-year in that segment? I mean, what's your filling for the rest of this year? I mean, 35% sustainable? Or is that first of the comps?

I don't have those numbers exactly. It may not be as high as the 35% when you look at lapping on a year-over-year basis. Aerospace in total, what we're looking at, is being up on a full year basis, about 15%, 16%. So we do see some strong growth in there. And then aftermarket is a key component of that for us.

Okay, and then just finally, if I can go back to the $500 million of cash costs. You have not given an earnings impact, but are there any sort of non-cash expenses that you expect to write off? Or other items like you had in Q1 to incur as we go through the year?

It's something, Robert, at this point, we wouldn't speculate on the ongoing activities reviewing the balance sheet items as we go through different events within the spin transaction. So it's not really something that we would forecast. We would take those write offs when appropriate, given the decisions that have been made and the actual valuation for each asset. But those decisions are going to be tied more and more to the future company balance sheet. And that activity is likely to take place in the future. But the major one that was appropriate at this time frame was our decision to stop the IT systems buildout for the future. And that's why we took the charge when we did.

Your final question comes from David Rose of Wedbush Securities.

If I may take a couple of questions, the $500 million GAAP or tax cash cost, does that imply that there are no additional severance costs post-spin? I mean, obviously, you can't control what the companies do after the spin. But are there some types of restructuring issues that have to be done that imply additional costs?

Let me just answer it this way. We're really trying to accelerate all of the impacts prior to the spin to make sure that each of the new companies is off to a good fresh start. There will be some residual cost after the spin. But if you think about it, we're getting the substantial majority of it behind us with this number.

Okay, so that's a ballpark number, and you're trying to recapture as much as possible? And are there any tax consequences in that $500-million number that you're forecasting?

Oh, absolutely. 50% to 60% of that number is tax friction cost, tax cost incurred from the unique separation of various tax entities, which you're aware of, as well as debt restructuring. That's the bulk of it.

Okay, and with respect to the IRS, the private letter ruling request, had you had any comments yet back from the IRS? And when do we expect to hear any additional comments?

No, we haven't got any comments back. And we certainly expect to get some comments within the next few weeks. And that's where we are on it. But we're really on track with respect to working with the agencies.

Okay, and then on the water side if I may. The margins that you're forecasting are a nice increase of 40 basis points. Does that improve your confidence in additional opportunities in 2012? Or does that simply move them forward?

We think that it's a nice trajectory for us, with building these Fluid margins as we go out into the future. You look back over the past couple of years, there's been a number of restructuring actions that have taken place on the commercial side of the business, both at Fluid and at MoFlow. So as we came out of the downturn, we're now in a position that, as the top line grows, we're going to be increasing our margins. They will be expanding overtime. We'll be able to flow that through. So this is just a nice start to that, and we're going to continue to see that as we go throughout the years.

Yes, we've got a good fuel in terms of our business strategies in the Fluid business. We are anticipating nice volume. We've got a number of new product lines coming out as a result of our investments, as well as we have positioned extremely well to expand our emerging market footprint. The business is generating cash better than it's ever generated before, and we're winning some market share. So all in, we're on a really nice journey with that business. Okay, well, thank you, all. And I appreciate your engagement on the subject of the transaction as well as your patience. I know you're all waiting anxiously for the details, and we are refining these details. And as I said, we're on schedule to actually accrete some relatively expedition filing by industry standards in the June through August timeframe. And at that point in time, we'll be able to be more clear. But in the meantime, our leadership teams are off and running. We're having a great year. We'll be turning in record earnings this year, and we feel like this is a fitting performance for us to be able to transition in to 3 new public companies that will each be able to grow in their own market. So thank you, all, and we'll talk with you soon.

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