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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): September 27, 2006
ITT CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 1-5672 13-5158950
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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
Not Applicable
(Former name or former address, if changed since last report)
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))
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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.
During his presentation at the Prudential Equity Group Conference on September
26, 2006, Mr. George E. Minnich, Senior Vice President and Chief Financial
Officer of ITT Corporation reaffirmed the third quarter 2006 earnings forecast
of $0.74 - $0.76 per share, excluding special items but including the impact of
FAS 123R; the full year is $2.95 - $3.00 on the same basis, representing a 14-16
percent increase over 2005. Excluding FAS 123R, the 2006 full year earnings per
share forecast is $3.04 - $3.09, up 17-19 percent from the prior year. Mr.
Minnich said the Company expects third quarter earnings to be at the high end of
the range based on current business trends. As previously announced, the company
expects to invest the first quarter gains from the disposition of two businesses
into restructuring efforts throughout 2006. In addition, the company continues
to prepare the Electronic Components' Switches business for disposition and is
evaluating the timing of reporting the results of this business in discontinued
operations. The Company estimates that the Electronic Components' Switches
business will generate approximately $0.12 of earnings per share during 2006.
A copy of this 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 September 27, 2006.
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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
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Kathleen S. Stolar
Its: Vice President, Secretary
and Associate General Counsel
Date: September 27, 2006
3
Exhibit 99.1
GEORGE MINNICH TO SPEAK AT PRUDENTIAL EQUITY GROUP CONFERENCE
WHITE PLAINS, N.Y., Sept. 27 /PRNewswire-FirstCall/ -- ITT Corporation
(NYSE: ITT) Chief Financial Officer George Minnich today will present at the
Prudential Equity Group's "Inside our Best Ideas" Conference. Minnich's
comments are scheduled to begin at 5:00pm EDT.
In his comments regarding ITT's third quarter earnings, Minnich will say:
"Based on the trends we have seen in our businesses, we are confident our third
quarter earnings will come in at the high end of our stated range of $0.74 -
$0.76 per share, excluding special items."
The 3Q earnings forecast is $0.74 - $0.76, excluding special items but
including the impact of FAS 123R; the full year is $2.95 - $3.00 on the same
basis, representing a 14-16 percent increase over 2005. Excluding FAS 123R, the
2006 full year earnings per share forecast is $3.04 - $3.09, up 17-19 percent
from the prior year. As previously announced, the company plans to continue to
invest the first quarter gains from the disposition of two businesses into
restructuring actions throughout 2006. In addition, the company continues to
prepare the Electronic Components' Switches business for disposition and is
evaluating the timing of reporting the results of this business in discontinued
operations. The company estimates that the Electronic Components' Switches
business will generate approximately $0.12 of earnings per share during 2006.
Minnich's entire presentation will be webcast live at: www.itt.com/ir
About ITT Corporation
ITT Corporation (www.itt.com) supplies advanced technology products and
services in several growth markets. ITT is a global leader in the transport,
treatment and control of water, wastewater and other fluids. The company plays a
vital role in international security through its defense communications and
electronics products; space surveillance and intelligence systems; and advanced
engineering and related services. It also serves the growing leisure marine and
electronic components market with a wide range of products. Headquartered in
White Plains, NY, the company generated $7.4 billion in 2005 sales. In addition
to the New York Stock Exchange, ITT Corporation stock is traded on the NYSE
Arca, Paris, London and Frankfurt exchanges.
For free B-roll/video content and logo about ITT Corporation, please log
onto www.thenewsmarket.com/ITT to preview and request video. You can receive
broadcast-standard video quality digitally or by tape from this site.
Registration and video are free to the media.
"Safe Harbor Statement" under the Private Securities Litigation Reform Act
of 1995 ("the Act"): Certain material presented herein includes forward-looking
statements intended to qualify for the safe harbor from liability established by
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, 2005, 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.
SOURCE ITT Corporation
-0- 09/27/2006
/CONTACT: Tom Martin of ITT Corporation, +1-914-641-2157,
tom.martin@itt.com/
/Web site: http://www.itt.com
http://www.itt.com/ir
http://www.thenewsmarket.com/ITT /