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): April 25, 2008
ITT
Corporation
(Exact
name of registrant as specified in its charter)
Indiana |
1-5672 |
13-5158950 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4 West Red Oak Lane White Plains, New York |
10604 |
(Address of principal executive offices) |
(Zip Code) |
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))
Item
2.02 Results of Operations and Financial Condition
Item
7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.1 and incorporated by reference herein is information on the results of operations for ITT Corporation for the first quarter 2008, the Company’s increased fiscal year 2008 earnings per share from continuing operations and revenue guidance and other forward-looking statements relating to 2008 as presented in a press release dated April 25, 2008. 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.
A copy of this press release is attached and incorporated by reference herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated April 25, 2008.
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 | ||||
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By: |
/s/ Kathleen S. Stolar |
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Kathleen S. Stolar |
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Its: |
Vice President, Secretary and Associate General Counsel |
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Date: |
April 25, 2008 |
3
Exhibit 99.1
ITT Reports Robust First Quarter Earnings Per Share of 93 Cents from Continuing Operations, Boosts 2008 Earnings Outlook
WHITE PLAINS, N.Y.--(BUSINESS WIRE)--ITT Corporation (NYSE: ITT) today reported first quarter 2008 income of $171 million, or 93 cents per share, from continuing operations. Excluding special items, income for the quarter grew to $168 million, or 91 cents per share, up 25 percent compared to the first quarter of 2007. First quarter revenue was $2.8 billion, up 36 percent in total on a comparable basis, comprising nine percent organic growth, a 23 percent benefit from recent acquisitions, and four percent from foreign exchange. The company’s organic revenue growth is largely due to robust international sales in both commercial segments and continued strong performance on key defense contracts. In addition, free cash flow generation exceeded $185 million, a first quarter record for the company and nine times greater than the prior year period.
“Our strong operating capabilities and well-balanced geographic and end-market participation positioned us well as we built our strategic plan heading into 2008,” said Steve Loranger, ITT’s chairman, president and chief executive officer. “Our teams across each business segment demonstrated extraordinary focus and delivered another outstanding quarter, which puts us off to a great start and gives us the confidence to raise our guidance for the year.”
ITT now forecasts full-year revenue of $11.4 billion to $11.5 billion, approximately 27 percent higher than reported 2007 full-year revenue. The company also expects earnings from continuing operations, excluding special items, to be in the range of $4.00 to $4.10 per share, an 18 cent increase to the mid-point of previous guidance. This forecast reflects approximately 23 percent anticipated earnings growth over 2007 on a comparable basis.
First Quarter Business Segment Results
Fluid Technology
Defense Electronics & Services
Motion & Flow Control
Investor Call Today
ITT's senior management will host a conference call for investors today at 9:00 a.m. Eastern Daylight Time to review first quarter performance and answer questions. The briefing can be monitored live via webcast at the following address on the company's Web site: www.itt.com/ir.
About ITT Corporation
ITT Corporation (www.itt.com) is a diversified high-technology engineering and manufacturing company dedicated to creating more livable environments, enabling communications and providing protection and safety. The company plays an important role in vital markets including water and fluids management, global defense and security, and motion and flow control. ITT employs approximately 40,000 people serving customers in more than 50 countries. Headquartered in White Plains, N.Y., the company generated $9 billion in 2007 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 income tax accounting, 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, 2007, 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.
ITT CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED INCOME STATEMENTS (In millions, except per share) (Unaudited) |
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Three Months Ended | |||
March 31, | |||
2008 | 2007 | ||
Sales and revenues | $ 2,806.4 | $ 2,070.3 | |
Costs of sales and revenues | 2,045.5 | 1,486.1 | |
Selling, general and administrative expenses | 420.6 | 320.0 | |
Research and development expenses | 52.6 | 40.3 | |
Restructuring and asset impairment charges, net | 3.6 | 6.4 | |
Total costs and expenses | 2,522.3 | 1,852.8 | |
Operating income | 284.1 | 217.5 | |
Interest expense | 40.6 | 23.8 | |
Interest income | 8.4 | 8.2 | |
Miscellaneous expense, net | 3.0 | 3.9 | |
Income from continuing operations before
income tax expense |
248.9 |
198.0 |
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Income tax expense | 78.0 | 61.2 | |
Income from continuing operations | 170.9 | 136.8 | |
Discontinued operations, net of tax | 1.0 | 3.2 | |
Net income | $ 171.9 | $ 140.0 | |
Earnings Per Share: | |||
Income from continuing operations: | |||
Basic | $ 0.94 | $ 0.75 | |
Diluted | $ 0.93 | $ 0.74 | |
Discontinued operations: | |||
Basic | $ 0.01 | $ 0.02 | |
Diluted | $ 0.01 | $ 0.02 | |
Net income: | |||
Basic | $ 0.95 | $ 0.77 | |
Diluted | $ 0.94 | $ 0.76 | |
Average Common Shares — Basic | 180.7 | 181.2 | |
Average Common Shares — Diluted | 183.4 | 184.3 |
ITT CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions) (Unaudited) |
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March 31, | December 31, | ||
2008 | 2007 | ||
Assets | |||
Current Assets: | |||
Cash and cash equivalents | $ 899.6 | $ 1,840.0 | |
Receivables, net | 1,984.3 | 1,935.0 | |
Inventories, net | 960.3 | 887.6 | |
Deferred income taxes | 105.9 | 105.9 | |
Other current assets | 193.2 | 161.3 | |
Total current assets | 4,143.3 | 4,929.8 | |
Plant, property and equipment, net | 985.3 | 980.3 | |
Deferred income taxes | 36.2 | 29.7 | |
Goodwill, net | 3,891.4 | 3,829.7 | |
Other intangible assets, net | 684.7 | 733.0 | |
Other assets | 1,054.4 | 1,050.2 | |
Total assets | $ 10,795.3 | $ 11,552.7 | |
Liabilities and Shareholders' Equity | |||
Current Liabilities: | |||
Accounts payable | $ 1,341.0 | $ 1,296.8 | |
Accrued expenses |
921.1 |
958.9 | |
Accrued taxes | 101.4 | 40.9 | |
Notes payable and current maturities of long-term debt | 1,990.3 | 3,083.0 | |
Pension and postretirement benefits | 68.5 | 68.5 | |
Deferred income taxes | 7.5 | 8.2 | |
Total current liabilities |
4,429.8 |
5,456.3 | |
Pension and postretirement benefits | 775.4 | 764.6 | |
Long-term debt | 482.5 | 483.0 | |
Other liabilities |
906.7 |
904.0 | |
Total liabilities | 6,594.4 | 7,607.9 | |
Shareholders' equity | 4,200.9 | 3,944.8 | |
Total liabilities and shareholders' equity | $ 10,795.3 | $ 11,552.7 |
ITT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) |
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Three Months Ended | |||
March 31, | |||
2008 | 2007 | ||
Operating Activities
Net income |
$ 171.9 |
$ 140.0 |
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Less: Income from discontinued operations | (1.0) | (3.2) | |
Income from continuing operations | 170.9 | 136.8 | |
Adjustments to income from continuing operations: | |||
Depreciation and amortization | 71.2 | 44.2 | |
Stock-based compensation | 8.1 | 7.5 | |
Restructuring and asset impairment charges, net | 3.6 | 6.4 | |
Payments for restructuring | (14.6) | (11.2) | |
Change in receivables | (2.7) | (54.7) | |
Change in inventories | (49.7) | (34.4) | |
Change in accounts payable and accrued expenses | 0.9 | 0.1 | |
Change in accrued and deferred taxes | 63.9 | 1.6 | |
Change in other current and non-current assets | (27.4) | (89.1) | |
Change in other current and non-current liabilities | (3.8) | (13.7) | |
Other, net | (1.1) | 5.8 | |
Net cash — operating activities | 219.3 | (0.7) | |
Investing Activities
Additions to plant, property and equipment |
(33.9) |
(28.1) |
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Acquisitions, net of cash acquired | (195.9) | (4.4) | |
Proceeds from sale of assets and businesses | 3.2 | 1.0 | |
Other, net | 0.8 | (0.4) | |
Net cash — investing activities | (225.8) | (31.9) | |
Financing Activities
Short-term debt, net |
(972.5) |
305.6 |
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Long-term debt repaid | (14.1) | (1.7) | |
Long-term debt issued | 0.5 | 0.3 | |
Repurchase of common stock | — | (186.5) | |
Proceeds from issuance of common stock | 4.3 | 31.3 | |
Dividends paid | (25.4) | (20.3) | |
Tax benefit from stock option exercises | 0.6 | 7.3 | |
Other, net | (1.8) | (0.3) | |
Net cash — financing activities | (1,008.4) | 135.7 | |
Exchange Rate Effects on Cash and Cash Equivalents | 74.0 | 7.3 | |
Net Cash — Discontinued Operations: | |||
Operating Activities | 0.5 | 5.0 | |
Investing Activities | — | (2.3) | |
Financing Activities | — | — | |
Net change in cash and cash equivalents | (940.4) | 113.1 | |
Cash and cash equivalents — beginning of year | 1,840.0 | 937.1 | |
Cash and Cash Equivalents — end of period | $ 899.6 | $ 1,050.2 |
ITT Corporation Non-GAAP Reconciliation | ||||||||||||||||||||||
Reported vs. Organic Revenue / Orders Growth | ||||||||||||||||||||||
First Quarter 2008 & 2007 | ||||||||||||||||||||||
($ Millions) | ||||||||||||||||||||||
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(As Reported - GAAP) | (As Adjusted - Organic) | |||||||||||||||||||||
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Sales & Revenues 3M 2008 |
Sales & Revenues 3M 2007 |
Change 2008 vs. 2007 |
% Change 2008 vs. 2007 |
Sales & Revenues 3M 2008 |
Acquisition/ Other |
FX Contribution 3M 2008 |
Adj. Sales & 3M 2008 |
Sales & 3M 2007 |
Change |
% Change |
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ITT Corporation - Consolidated | 2,806.4 | 2,070.3 | 736.1 | 35.6% | 2,806.4 | (474.2) | (70.2) | 2,262.0 | 2,070.3 | 191.7 | 9.3% | |||||||||||
Defense Electronics & Services | 1,507.6 | 969.4 | 538.2 | 55.5% | 1,507.6 | (417.5) | 0.1 | 1,090.2 | 969.4 | 120.8 | 12.5% | |||||||||||
Communications Systems | 316.5 | 187.2 | 129.3 | 69.1% | 316.5 | (59.0) | 0.0 | 257.5 | 187.2 | 70.3 | 37.6% | |||||||||||
Space Systems | 133.0 | 141.6 | (8.6) | -6.1% | 133.0 | 0.0 | (0.2) | 132.8 | 141.6 | (8.8) | -6.2% | |||||||||||
Advanced Engineering & Sciences | 220.0 | 105.0 | 115.0 | 109.5% | 220.0 | (68.6) | 0.0 | 151.4 | 105.0 | 46.4 | 44.2% | |||||||||||
Electronic Systems | 318.7 | 106 | 212.7 | 200.7% | 318.7 | (206.0) | 0.0 | 112.7 | 106.0 | 6.7 | 6.3% | |||||||||||
Night Vision | 113.9 | 121.1 | (7.2) | -5.9% | 113.9 | 0.0 | 0.0 | 113.9 | 121.1 | (7.2) | -5.9% | |||||||||||
Systems | 326.8 | 311.3 | 15.5 | 5.0% | 326.8 | 0.0 | 0.0 | 326.8 | 311.3 | 15.5 | 5.0% | |||||||||||
Integrated Structures | 39.3 | 0.0 | 39.3 |
N/A |
39.3 | (39.3) | 0.3 | 0.3 | 0.0 | 0.3 |
N/A |
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Intell & Info | 47.2 | 0.0 | 47.2 |
N/A |
47.2 | (47.2) | 0.0 | 0.0 | 0.0 | 0.0 |
N/A |
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Fluid Technology | 881.4 | 786.0 | 95.4 | 12.1% | 881.4 | (0.7) | (45.4) | 835.3 | 786.0 | 49.3 | 6.3% | |||||||||||
Industrial Process | 189.3 | 163.7 | 25.6 | 15.6% | 189.3 | 0.0 | (0.3) | 189.0 | 163.7 | 25.3 | 15.5% | |||||||||||
Residential and Commercial Water Group | 293.1 | 267.9 | 25.2 | 9.4% | 293.1 | 0.0 | (12.8) | 280.3 | 267.9 | 12.4 | 4.6% | |||||||||||
Water & WasteWater | 410.9 | 362.6 | 48.3 | 13.3% | 410.9 | (0.7) | (33.1) | 377.1 | 362.6 | 14.5 | 4.0% | |||||||||||
Motion & Flow Control | 420.5 | 318.2 | 102.3 | 32.1% | 420.5 | (56.0) | (25.0) | 339.5 | 318.2 | 21.3 | 6.7% | |||||||||||
Aerospace Controls | 26.9 | 23.5 | 3.4 | 14.5% | 26.9 | 0.0 | 0.0 | 26.9 | 23.5 | 3.4 | 14.5% | |||||||||||
Flow Control | 68.3 | 62.6 | 5.7 | 9.1% | 68.3 | (7.3) | (1.5) | 59.5 | 62.6 | (3.1) | -5.0% | |||||||||||
Friction Technologies | 130.7 | 103.2 | 27.5 | 26.6% | 130.7 | 0.0 | (14.8) | 115.9 | 103.2 | 12.7 | 12.3% | |||||||||||
Energy Absorption |
64.9 | 25.0 | 39.9 | 159.6% | 64.9 | (36.5) | (3.5) | 24.9 | 25.0 | (0.1) | -0.4% | |||||||||||
IMC Controls | 14.0 | 0.0 | 14.0 |
N/A |
14.0 | (13.9) | (0.1) | 0.0 | 0.0 | 0.0 |
N/A |
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Interconnect Solutions | 115.9 | 104.0 | 11.9 | 11.4% | 115.9 | 0.0 | (5.1) | 110.8 | 104.0 | 6.8 | 6.5% | |||||||||||
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Orders |
Orders |
Change |
% Change |
Orders |
Acquisition |
FX Contribution 3M 2008 |
Adj. Orders 3M 2008 |
Orders |
Change |
% Change |
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Defense Electronics & Services | 1,297.3 | 803.3 | 494.0 | 61% | 1,297.3 | (298.6) | - | 998.7 | 803.3 | 195.4 | 24.3% | |||||||||||
Fluid Technology | 956.7 | 881.8 | 74.9 | 8% | 956.7 | (1.2) | (50.6) | 904.9 | 881.8 | 23.1 | 2.6% | |||||||||||
Motion & Flow Control | 428.6 | 328.1 | 100.5 | 31% | 428.6 | (57.9) | (25.2) | 345.5 | 328.1 | 17.4 | 5.3% | |||||||||||
Total Segment Orders | 2,679.3 | 2,011.5 | 667.8 | 33% | 2,679.3 | (357.7) | (75.7) | 2,245.9 | 2,011.5 | 234.4 | 11.7% | |||||||||||
Note: Excludes intercompany eliminations. |
ITT Corporation Non-GAAP Reconciliation | ||||||
Segment Operating Income & OI Margin | ||||||
First Quarter of 2008 & 2007 | ||||||
($ Millions) | ||||||
Q1 2008 | Q1 2007 | % | ||||
As Reported | As Reported | Change 08 vs. 07 | ||||
Sales and Revenues: | ||||||
Defense Electronics & Services | 1,507.6 | 969.4 | ||||
Fluid Technology | 881.4 | 786.0 | ||||
Motion & Flow Control | 420.5 | 318.2 | ||||
Intersegment eliminations | (3.1) | (3.3) | ||||
Total Sales and Revenues | 2,806.4 | 2,070.3 | ||||
Operating Margin: | ||||||
Defense Electronics & Services | 10.1% | 11.4% | (130) | BP | ||
Fluid Technology | 11.6% | 11.1% | 50 | BP | ||
Motion & Flow Control | 16.2% | 16.0% | 20 | BP | ||
Total Ongoing Segments | 11.5% | 12.0% | (50) | BP | ||
Income: | ||||||
Defense Electronics & Services | 152.8 | 110.4 | 38.4% | |||
Fluid Technology | 102.0 | 87.1 | 17.1% | |||
Motion & Flow Control | 68.0 | 51.0 | 33.3% | |||
Total Segment Operating Income | 322.8 | 248.5 | 29.9% |
ITT Corporation Non-GAAP Reconciliation | ||||||||||||||||||||
Reported vs. Adjusted Net Income & EPS | ||||||||||||||||||||
First Quarter of 2008 & 2007 | ||||||||||||||||||||
($ Millions, except EPS and shares) | ||||||||||||||||||||
Change | Percent Change | |||||||||||||||||||
Q1 2008 | Q1 2008 | Q1 2008 | Q1 2007 | Q1 2007 | Q1 2007 | 2008 vs. 2007 | 2008 vs. 2007 | |||||||||||||
As Reported | Adjustments | As Adjusted | As Reported | Adjustments | As Adjusted | As Adjusted | As Adjusted | |||||||||||||
Segment Operating Income | 322.8 | 322.8 | 248.5 | 248.5 | ||||||||||||||||
Interest Income (Expense) | (32.2) | (32.2) | (15.6) |
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(15.6) | |||||||||||||||
Other Income (Expense) | (3.0) | (3.0) | (3.9) |
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(3.9) | |||||||||||||||
Corporate (Expense) | (38.7) | (38.7) | (31.0) |
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(31.0) | |||||||||||||||
Income from Continuing Operations before Tax | 248.9 | 248.9 | 198.0 |
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198.0 | |||||||||||||||
Income Tax Expense | (78.0) | (3.1) | #A | (81.1) | (61.2) | (1.4) | #B | (62.6) | ||||||||||||
Total Tax Expense | (78.0) | (3.1) | (81.1) | (61.2) | (1.4) | (62.6) | ||||||||||||||
Income from Continuing Operations | 170.9 | (3.1) | 167.8 | 136.8 | (1.4) | 135.4 | ||||||||||||||
Diluted EPS from Continuing Operations | 0.93 | (0.02) | 0.91 | 0.74 | (0.01) | 0.73 | $0.18 | 24.7% | ||||||||||||
#A - Remove Tax Benefit of ($3.1M). | ||||||||||||||||||||
#B - Remove Tax Benefit of ($1.4M). |
ITT Corporation Non-GAAP Reconciliation | ||||
Cash From Operating Activities vs. Free Cash Flow | ||||
First Quarter of 2008 & 2007 | ||||
($ Millions) | ||||
Q1 2008 | Q1 2007 | |||
Net Cash - Operating Activities | 219.3 | (0.7) | ||
Capital Expenditures | (33.9) | (28.1) | ||
Pension Pre-funding, net of tax | - | 50.0 | ||
Free Cash Flow | 185.4 | 21.2 |
CONTACT:
ITT Corporation
Andy Hilton, +1-914-641-2160
andy.hilton@itt.com