================================================================================ 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)) ================================================================================ 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. 2 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: September 27, 2006 3