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: February 14, 2014
(Date of earliest event reported)

ITT CORPORATION
(Exact name of registrant as specified in its charter)

1133 Westchester Avenue
White Plains, New York
(Address of principal executive offices)

10604
(Zip Code)

(914) 641-2000
Registrant’s telephone number, including area code:

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:

⃞ 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.

On February 14, 2014, ITT Corporation issued a press release reporting the financial results for the fourth quarter and the fiscal year ended December 31, 2013.  A copy of the press release is attached to this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.         Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.                   Description                                                                                                   

   99.1                             Press Release issued by ITT Corporation, dated February 14, 2014

SIGNATURES

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.

Exhibit 99.1

ITT Reports Significant 2013 Fourth-Quarter and Full-Year Growth

Company issues solid 2014 guidance

2013 Fourth-Quarter Highlights

• Revenue up 17 percent to $646 million with organic revenue up 13 percent
• GAAP income from continuing operations of $0.12 per share, segment operating income of $63 million
• Adjusted EPS from continuing operations up 32 percent to $0.49 per share
• Adjusted segment operating income up 29 percent and margins up 130 basis points

2013 Full-Year Highlights

• Revenue up 12 percent to $2.5 billion with organic revenue up 6 percent
• GAAP income from continuing operations of $5.28 per share, segment operating income of $282 million
• Adjusted EPS from continuing operations up 20 percent to $2.02 per share
• Adjusted segment operating income up 21 percent and margins up 100 basis points

2014 Guidance

• Revenue up 4 to 6 percent with a range of $2.6 billion to $2.65 billion and adjusted EPS in the range of $2.23 to $2.33, up 13 percent at the midpoint of 2014 guidance

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--February 14, 2014--ITT Corporation (NYSE:ITT) today reported its 2013 fourth-quarter and full-year financial results, including significant gains in revenue, adjusted segment operating income and adjusted earnings per share from continuing operations.

In the fourth quarter, the company delivered revenue of $646 million, reflecting 17 percent overall growth and 13 percent organic growth (defined as total revenue excluding foreign exchange, acquisition and divestiture impacts). GAAP income from continuing operations totaled $0.12 per share. Adjusted earnings per share from continuing operations for the quarter, which excludes special items, were up 32 percent to $0.49 per share, reflecting strong volume gains and operational improvements as well as a lower effective tax rate.

2013 annual revenue totaled $2.5 billion, reflecting 12 percent overall growth and 6 percent organic growth compared with the prior year. Full-year revenue included 20 percent aftermarket expansion, 18 percent growth in emerging markets and 6 percent growth in North America. In 2013, solid gains and strength in global automotive brake pads, global oil and gas and North American chemical project pumps, and core connectors markets offset weakness in global mining pumps, North American short-cycle base pumps and industrial valves.

On a GAAP basis, 2013 income from continuing operations totaled $5.28 per share, compared with $1.16 per share in the prior year, primarily reflecting a reduction in a U.S. tax valuation allowance originally recorded at the end of 2011. Adjusted earnings per share from continuing operations, which excludes special items, increased 20 percent to $2.02 per share, reflecting a 21 percent increase in adjusted segment operating income and a lower share count due to share repurchases.

“Over the past two years, our outstanding team at ITT has continued to leverage our sharper focus to build a strong multi-industrial company with a track record of proven performance,” said CEO and President Denise Ramos.

“Each of our businesses has worked individually and collectively to make remarkable strides. We have driven growth in key end markets including oil and gas, automotive and aerospace, and expanded our global manufacturing and R&D capabilities in Korea, China and the United States. In addition, we have been turning around key businesses such as connectors and shock absorbers while advancing our goals to focus our portfolio, operate more productively and drive an enhanced customer experience.

“As we look ahead to 2014, we’ll continue to build on the strong foundation and momentum we have created to drive profitable growth and value creation. At the same time, we will continue making investments – in our capabilities and in our people – that will position us to realize the full long-term power of our committed employees, leading-edge technologies and strong customer relationships.”

2013 Fourth-Quarter and Full-Year Business Segment Results

All full-year and quarterly results are compared with the respective prior-year periods

Industrial Process designs and manufactures industrial pumps and valves for the oil and gas, chemical, mining and industrial markets.

• Fourth-quarter total revenue increased 16 percent to $297 million, and organic revenue was up 9 percent, as strength in chemical project pumps in North America and emerging markets, as well as Latin American mining and industrial pumps, offset weakness in the North American short-cycle base pumps and industrial valves markets.
• Fourth-quarter adjusted operating income was up 58 percent to $39 million, as volume, net productivity and positive mix shift more than offset the impact of strategic investments in aftermarket and U.S. manufacturing capabilities.
• Full-year total revenue was up 16 percent to $1.1 billion, and organic revenue was up 4 percent, driven by strong growth in the global oil and gas market, increased shipments of project pumps in the North American chemical market and strength in aftermarket sales as well as the positive impact of the Bornemann Pumps acquisition.
• Full-year adjusted segment operating income was up 18 percent to $128 million, as increased sales volume, net operating productivity and the impact of sourcing cost reduction activities were partially offset by the impact of strategic investments.

Motion Technologies designs and manufactures braking technologies and shock absorbers for the automotive and rail markets.

• Fourth-quarter total revenue increased 29 percent to $180 million, while organic revenue increased 25 percent, due to significant growth in global automotive brake pads and aftermarket expansion, as well as growth in global rail shock absorbers.
• Fourth-quarter adjusted operating income was up 24 percent to $21 million, as a result of improved volumes and net operating productivity, offset by higher repairs and maintenance costs.
• Full-year total revenue for Motion Technologies was up 15 percent to $722 million, and organic revenue was up 13 percent, driven by share gains and market growth in key geographies including Western Europe, China and the United States, as well as strong aftermarket growth reflecting restocking in the independent aftermarket channel due to pent up demand in Europe.
• Full-year adjusted segment operating income was up 26 percent to $107 million, primarily due to higher sales volumes and the positive impact of productivity, sourcing and restructuring activities.

Interconnect Solutions designs and manufactures connectors and interconnects for the oil and gas, medical, industrial and transportation, and aerospace and defense markets.

• Fourth-quarter total revenue for Interconnect Solutions increased 9 percent to $101 million, with organic revenue improving 10 percent. In the quarter, growth was driven by the global aerospace and defense and oil and gas markets.
• Adjusted operating income for the fourth quarter increased 56 percent to $9 million, due to volume increases, positive mix shift, net operating productivity and benefits from proactive restructuring actions.
• Full-year total revenue was up 5 percent to $396 million, while organic revenue was up 6 percent, due to improved operational execution and growth in strategic connector end markets.
• Full-year adjusted operating income was up 111 percent to $31 million, due to the impact of proactive restructuring, higher sales volume, productivity and sourcing activities.

Control Technologies designs and manufactures products including fuel management, actuation, and noise and energy absorption components for the aerospace and industrial markets.

• Fourth-quarter total revenue was up 2 percent to $70 million, and organic revenue was up 3 percent, as increases in aerospace and general industrial components offset the impact of an end-of-life aerospace aftermarket program and softness in defense markets.
• Fourth-quarter adjusted operating income decreased to $13 million, as net operating productivity and pricing were more than offset by the impact of an end-of-life aerospace aftermarket program and strategic incremental investments.
• Full-year total and organic revenue for Control Technologies was up slightly to $278 million, as significant growth in commercial aerospace components was offset by a decline in revenue from defense and industrial applications and the impact of an end-of-life aerospace aftermarket program.
• Full-year adjusted segment operating income was $57 million, a 4 percent decrease, as productivity, sourcing and pricing activities were offset by an unfavorable mix and increased strategic investments.

2014 Guidance

The company announced 2014 guidance with total and organic revenue up 4 to 6 percent to $2.6 billion to $2.65 billion and adjusted earnings per share from continuing operations in the range of $2.23 to $2.33 per share, up 13 percent to $2.28 at the mid-point.

Revenue growth is expected to be driven by the global oil and gas pump market, and share gains and market growth in the global automotive market, partially offset by non-strategic connector product lines and an aerospace program ramp down.

The company also expects solid adjusted segment operating margin expansion of 70-90 basis points due to benefits from volume, productivity, proactive restructuring actions and Lean transformation activities across its facilities, which will more than fund increased strategic investments.

Investor Call Today

ITT's senior management will host a conference call for investors today at 9 a.m. EST to review 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/investors and will be available on the website from two hours after the webcast until Friday, Feb. 21, 2014, at midnight.

For a reconciliation of GAAP to non-GAAP results, please click here.

About ITT

ITT is a diversified leading manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets. Building on its heritage of innovation, ITT partners with its customers to deliver enduring solutions to the key industries that underpin our modern way of life. Founded in 1920, ITT is headquartered in White Plains, N.Y., with employees in more than 35 countries and sales in a total of approximately 125 countries. The company generated 2013 revenues of $2.5 billion. For more information, visit www.itt.com.

Safe Harbor Statement

This release contains “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995 (the “Act”). No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. All forward-looking statements included in this release are based on information available to us on the date hereof, and we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about the business and future financial results of the industry in which we operate, and other legal, regulatory and economic developments. These forward-looking statements include, but are not limited to, future strategic plans and other statements that describe the company’s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance.

We use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target,” “future,” “may,” “will,” “could,” “should,” “potential,” “continue,” “guidance” and other similar expressions 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 or implied in, or reasonably inferred from, such forward-looking statements.

Forward-looking statements in this release should be evaluated together with the risks and uncertainties that affect our business, particularly those mentioned in the Risk Factors section of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the Securities and Exchange Commission.

CONTACT:
ITT Corporation
Investors:
Melissa Trombetta, +1 914-641-2030
melissa.trombetta@itt.com
or
Media:
Kathleen Bark, +1 914-641-2103
kathleen.bark@itt.com