UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2007
ITT Corporation
(Exact name of registrant as specified in its charter)
Indiana 1-5672 13-5158950
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
4 West Red Oak Lane
White Plains, New York 10604
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (914) 641-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Not Applicable
(Former name or former address, if changed since last report)
Item 7.01 Regulation FD Disclosure
The following information is furnished pursuant to Item 7.01 Regulation FD
Disclosure. This information shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing. On November 13, 2007 ITT Corporation issued a press
release reaffirming its 2007 earnings forecast and providing its 2008 financial
outlook, in connection with its 2007 Investor Day event. Investor Day can be
monitored live via web cast at the following address on the Company's Web site:
www.itt.com/ir. Information contained on our website is not intended to be
incorporated by reference and is intended only for informational purposes. Our
website address is included in this 8-K as an inactive textual reference only.
The press release is attached and incorporated by reference herein as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated November 13, 2007
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ITT CORPORATION
By: /s/ Kathleen S. Stolar
---------------------------------------
Kathleen S. Stolar
Its: Vice President, Secretary and
Associate General Counsel
Date: November 13, 2007
[COMPANY LOGO] ITT Corporation, Inc.
4 West Red Oak Lane
White Plains, NY 10604
tel 914 641 2000
fax 914 696 2977
Press Release
FOR IMMEDIATE RELEASE
Andy Hilton
+1-914-641-2160
andy.hilton@itt.com
ITT forecasts strong 2008, expects another year of double-digit earnings
growth from continuing operations
o Full-year 2008 earnings, excluding special items, estimated to be
$3.95 to $4.10 per share
o Total revenues expected to grow to $9.5 billion to $9.7 billion in
2008, buoyed by balanced organic growth and the International Motion
Control acquisition
WHITE PLAINS, N.Y., November 13, 2007 - ITT Corporation (NYSE: ITT) today
announced its full-year 2008 earnings forecast in the range of $3.95 to $4.10
per share, excluding special items, reflecting anticipated 12 to 17 percent
earnings growth compared to the midpoint of ITT's 2007 full-year guidance. The
company expects top-line revenue to be $9.5 billion to $9.7 billion in 2008,
approximately 10 percent higher than anticipated revenue for the current year.
Revenue growth expectations include nearly eight percent organic growth and
full-year revenues of the recently acquired International Motion Control (IMC),
a global leader in the design and manufacture of motion and flow control
components.
ITT reaffirmed its current year earnings guidance from continuing operations,
excluding special items, of $3.50-$3.53 per share on projected revenue of $8.75
billion.
"We are expecting 2007 to finish strong and anticipate this year's performance
will provide a springboard for another exciting year of growth and continued
operational improvements for our company in 2008," said Steve Loranger,
chairman, president and chief executive officer of ITT. "Our guidance reflects a
high degree of confidence in our leadership team and the company's core
businesses, which we believe are well-positioned for success over the long
term."
Loranger added the company has been effective at positioning its portfolio - in
terms of end markets and geographies served - to be able to balance a moderating
U.S. economy and capitalize on strength in international markets.
2008 Segment Guidance
Defense Electronics & Services
ITT's Defense segment expects revenues to grow eight to nine percent to $4.35
billion to $4.40 billion in 2008, led by continued growth in the Advanced
Engineering & Sciences and Systems businesses. Operating margins, excluding
restructuring costs, are expected to be slightly higher than 2007 estimates.
Operating margins for the segment are projected to be in the 12.7 to 12.9
percent range. ITT's 2008 guidance does not include the potential impact of the
company's pending acquisition of EDO Corporation, which will be voted on by EDO
shareholders on Dec. 18.
Fluid Technology
The Fluid Technology segment is expecting revenue growth of seven to eight
percent in 2008 to $3.68 billion to $3.73 billion, and operating margin
expansion of approximately 45 basis points. The segment's operating margin,
excluding restructuring costs, is expected to be in the range of 13.9 to 14.2
percent. ITT's estimates account for a constraint of 20 basis points due to the
unfavorable foreign currency impact of a weak U.S. dollar.
Motion & Flow Control
Top-line revenue in the Motion & Flow Control segment is expected to increase 18
to 22 percent to $1.53 billion to $1.58 billion in 2008, largely attributable to
the integration of IMC into the group. The segment's operating margin, excluding
restructuring costs, is expected to expand 50 basis points to 14.9 to 15.1
percent, after the amortization of intangibles related to the IMC acquisition.
Change in Reporting Presentation Planned
ITT has historically presented restructuring costs as a "special item" in its
delivery of adjusted earnings per share (EPS) results to investors. Beginning in
2008, the company will discontinue this practice. Restructuring costs will no
longer be treated as a special item and will be presented as part of ITT's total
adjusted EPS figure.
"In a dynamic multi-industry business like ours, restructuring is a variable,
but ongoing activity," said Denise Ramos, chief financial officer of ITT. "For
this reason, we decided to no longer classify restructuring costs as a special
or one-time item. We believe the revised presentation of adjusted EPS will
provide investors with a more complete view of our overall performance and is
consistent with the company's track record of transparent reporting of results."
To illustrate this change, ITT's 2008 adjusted earnings forecast is $3.80 to
$3.95 per share from continuing operations including anticipated restructuring
costs of $40 million. On a comparable basis, ITT's 2007 earnings are estimated
to be $3.30 to $3.33 per share including expected restructuring costs of $55
million. This represents anticipated adjusted earnings growth of 15 to 19
percent in 2008 when compared to the 2007 guidance midpoint.
Analyst Event Today
ITT's senior management will host an investor event today beginning at 1:00 p.m.
Eastern Standard Time in New York City to discuss the company's strategic
objectives and review the outlook for 2008. The entire event can be monitored
live via webcast at the following address on the company's Web site:
www.itt.com/ir. A replay of the briefing will be available on the Internet for
one year, until Nov. 13, 2008.
About ITT Corporation
ITT Corporation (www.itt.com) supplies advanced technology products and services
in several growth markets. ITT is a global leader in water and fluid transport,
treatment and control technology. The company plays a vital role in
international security with communications and electronics products; space
surveillance and intelligence systems; and advanced engineering and services. It
also serves a number of growing markets--including marine, transportation and
aerospace--with a wide range of motion and flow control technologies.
Headquartered in White Plains, N.Y., the company employs approximately 35,000
people and generated $7.8 billion in 2006 sales.
Safe Harbor Statement
Certain material presented herein includes forward-looking statements intended
to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995 ("the Act"). These forward-looking
statements include statements that describe the Company's business strategy,
outlook, objectives, plans, intentions or goals, and any discussion of future
operating or financial performance. Whenever used, words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," "target" and other
terms of similar meaning are intended to identify such forward-looking
statements. Forward-looking statements are uncertain and to some extent
unpredictable, and involve known and unknown risks, uncertainties and other
important factors that could cause actual results to differ materially from
those expressed in, or implied from, such forward-looking statements. Factors
that could cause results to differ materially from those anticipated by the
Company include general global economic conditions, decline in consumer
spending, interest and foreign currency exchange rate fluctuations, availability
of commodities, supplies and raw materials, competition, acquisitions or
divestitures, changes in government defense budgets, employment and pension
matters, contingencies related to actual or alleged environmental contamination,
claims and concerns, intellectual property matters, personal injury claims,
governmental investigations, tax obligations, and changes in generally accepted
accounting principles. Other factors are more thoroughly set forth in Item 1.
Business, Item 1A. Risk Factors, and Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Forward-Looking
Statements in the ITT Corporation Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, and other of its filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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