8-K

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): October 26, 2007

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition

Item 7.01Regulation 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 third quarter 2007, the Company’s increased fiscal year 2007 earnings per share from continuing operations and revenue guidance and other forward-looking statements relating to 2007 as presented in a press release dated October 26, 2007. 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 October 26, 2007.

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: October 26, 2007

3

EX-99.1

	ITT Corporation, Inc. 4 West Red Oak Lane White Plains, NY 10604 tel 914 641 2000 fax 914 696 2977
Press Release HOLD FOR RELEASE AT 7:00 AM EDT, OCT. 26, 2007

Andy Hilton

914-641-2160

andy.hilton@itt.com

ITT reports strong third quarter earnings of 92 cents per share from continuing operations, raises full-year guidance

· Earnings per share from continuing operations up 19 percent, excluding special items, on strong international sales and improved margins

· Portfolio realignment continues with completed purchase of International Motion Control and announced acquisition of EDO Corp.

· Discontinued operations contribute 33 cents to total EPS of $1.25, primarily from gain on Switches sale

· ITT raises full-year 2007 adjusted earnings guidance to $3.50-$3.53 per share

WHITE PLAINS, N.Y., October 26, 2007 - ITT Corporation (NYSE: ITT) today reported third quarter 2007 earnings from continuing operations of $169 million or 92 cents per share, on revenue of $2.2 billion, driven by balanced top-line growth across most business segments and customer end-markets. Special item offsets in the quarter resulted in adjusted earnings equal to the reported 92 cents per share earnings. ITT’s adjusted earnings, which increased 19 percent over the comparable quarter a year earlier, also benefited from strong international sales and margin improvements generated by productivity initiatives, including the continued adoption of lean manufacturing processes. In addition, ITT recognized a $64 million gain from the sale of its Switches business, which was announced in July. The gain and other discontinued operations contributed 33 cents per share to ITT’s total reported earnings of $1.25 per share.

As a result of its continued strong performance, ITT is raising its full-year 2007 earnings per share guidance, excluding special items, to $3.50-$3.53 on projected revenue of $8.75 billion.

“This was an exciting quarter for our business, marked by a number of major strategic portfolio moves and transforming customer wins,” said Steve Loranger, chairman, president and chief executive officer, ITT Corp. “Through it all, our teams have remained focused on our operating plan and on continuous improvement initiatives, resulting in high-quality results for our shareholders again this quarter.”

On September 17, ITT announced an agreement to acquire EDO Corp. (NYSE: EDO) for $56 per share pending satisfaction of customary closing conditions, including EDO shareholder approval. EDO operates in markets complementary to ITT’s defense business and is a leading producer of advanced technologies serving military and commercial customers. The acquisition, if approved, would be ITT’s largest since becoming an independent company in 1995.

Also during the quarter, ITT completed the acquisition and began the integration of International Motion Control (IMC), a global leader in the design and manufacture of standard and customized energy absorption, control systems, and hydraulic and pneumatic components.

Loranger noted, “These strategic portfolio moves are enabled by the strong overall performance of our business and are expected to position ITT for continued growth in the future. These significant actions, in addition to the smaller acquisitions we’ve announced, demonstrate our disciplined approach to creating value for our shareholders by expanding from our strong core businesses and entering attractive adjacent markets.”

Primary Business Highlights

Defense Electronics & Services

· The Defense segment reported third quarter revenues of $1.01 billion, representing six percent growth over the same quarter in 2006. Growth in the segment was led by ITT’s services businesses, including Advanced Engineering & Sciences, which recorded revenue growth of 37 percent, and Systems, up 16 percent. On the product side, ITT’s Night Vision business also grew 16 percent, while its Aerospace/Communications Division and Electronic Systems businesses were essentially flat.

· Operating income for the segment grew to $137 million and improved 21 percent compared to prior year, excluding special items, on strong margin performance. This operating margin expansion was driven by productivity gains in ITT’s fixed price contracts for products including SINCGARS battlefield radios.

· During the quarter, the Federal Aviation Administration (FAA) awarded ITT the first contract for its air traffic modernization program, known as Automatic Dependent Surveillance-Broadcast, or ADS-B. ITT brought together each of its core defense capabilities to win the contract, which positions the company as the prime systems integrator for the next generation air traffic control program.

Fluid Technology

· Third quarter revenue for the Fluid Technology segment was $858 million, a 10 percent increase over the comparable quarter last year, including the impact of foreign currency exchange.

· Top-line growth was led by organic revenue growth of six percent resulting from strong international and project sales in the group’s Industrial Process business.

· Operating income for the segment of $111 million, or $117 million excluding restructuring costs, grew 13 percent on a comparable basis.

Motion & Flow Control

· The Motion & Flow Control segment reported third quarter revenues of $315 million, up 18 percent over the same period last year, including the impacts of foreign currency exchange and the integration of IMC.

· The segment recorded a nine percent increase in organic revenue in the quarter, driven in part by 26 percent organic growth at Aerospace Controls. In addition, sales to commercial original equipment manufacturers (OEMs) contributed to a strong quarter for Friction Materials, which was up 14 percent organically.

· Operating income for the quarter grew to $44 million. Operating income was $45 million excluding restructuring, up 24 percent on a comparable basis, benefiting from volume and cost-saving initiatives.

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 third 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) 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" 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, 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.

ITT believes that investors' understanding of the Company's operating performance is enhanced by the use of certain non-GAAP financial measures, including adjusted GAAP net income and adjusted GAAP EPS, which Management considers useful in providing insight into operating performance, as it excludes the impact of special items that cannot be expected to recur on a quarterly basis. Management also believes that investors can better analyze the Company's revenue and order growth by utilizing organic revenue and organic order growth measures that exclude the effect of foreign exchange translation and the effect of recent acquisitions. In addition, Management considers the use of free cash flow to be an important indication of the Company's ability to make acquisitions, fund pension obligations, buy back outstanding shares and service debt. Free cash flow, adjusted net income, adjusted EPS, organic revenue and organic orders are not financial measures under GAAP, should not be considered as substitutes for cash from operating activities, EPS, net income or revenue as defined by GAAP, and may not be comparable to similarly titled measures reported by other companies. A reconciliation to the GAAP equivalents of these non-GAAP measures is set forth in the attached unaudited financial information.

###

ITT CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED INCOME STATEMENTS

(In millions, except per share)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2007		2006		2007		2006
Sales and revenues	$	2,181.2	$	2,001.1	$	6,474.6	$	5,756.6
Costs of sales and revenues		1,540.1		1,437.8		4,606.9		4,159.5
Selling, general and administrative expenses		327.6		296.9		978.5		844.2
Research and development expenses		46.8		41.7		129.9		119.6
Restructuring and asset impairment charges, net		7.2		9.8		31.1		32.0
Total costs and expenses		1,921.7		1,786.2		5,746.4		5,155.3
Operating income		259.5		214.9		728.2		601.3
Interest expense		25.8		19.4		68.7		60.8
Interest income		12.6		6.3		31.0		14.8
Miscellaneous expense, net		4.6		4.1		10.6		13.6
Income from continuing operations before income taxes		241.7		197.7		679.9		541.7
Income tax expense		73.1		57.3		175.3		163.9
Income from continuing operations		168.6		140.4		504.6		377.8
Discontinued operations, net of tax		61.5		3.1		79.2		62.5
Net income	$	230.1	$	143.5	$	583.8	$	440.3
Earnings Per Share:
Income from continuing operations:
Basic	$	0.94	$	0.76	$	2.79	$	2.05
Diluted	$	0.92	$	0.75	$	2.74	$	2.02
Discontinued operations:
Basic	$	0.34	$	0.02	$	0.44	$	0.34
Diluted	$	0.33	$	0.02	$	0.43	$	0.33
Net income:
Basic	$	1.28	$	0.78	$	3.23	$	2.39
Diluted	$	1.25	$	0.77	$	3.17	$	2.35
Average Common Shares — Basic		180.2		184.1		180.7		184.3
Average Common Shares — Diluted		183.7		186.7		184.0		187.2

ITT CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(In millions)

(Unaudited)

	September 30,		December 31,
	2007		2006
Assets
Current Assets:
Cash and cash equivalents	$	1,440.1	$	937.1
Receivables, net		1,493.9		1,288.9
Inventories, net		779.1		726.5
Assets of discontinued businesses held for sale		5.9		183.2
Deferred income taxes		87.7		79.8
Other current assets		131.1		102.8
Total current assets		3,937.8		3,318.3
Plant, property and equipment, net		875.3		833.0
Deferred income taxes		196.0		136.1
Goodwill, net		2,600.1		2,336.8
Other intangible assets, net		298.2		213.2
Other assets		689.9		563.2
Total assets	$	8,597.3	$	7,400.6
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable	$	1,016.4	$	929.4
Accrued expenses		860.5		839.4
Accrued taxes		73.2		105.6
Notes payable and current maturities of long-term debt		1,143.8		597.0
Pension and postretirement benefits		68.9		68.9
Liabilities of discontinued businesses held for sale		1.5		96.7
Deferred income taxes		1.9		0.2
Total current liabilities		3,166.2		2,637.2
Pension and postretirement benefits		716.8		735.5
Long-term debt		491.4		500.4
Other liabilities		771.9		658.1
Total liabilities		5,146.3		4,531.2
Shareholders' equity		3,451.0		2,869.4
Total liabilities and shareholders' equity	$	8,597.3	$	7,400.6

ITT CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended
	September 30,
	2007			2006
Operating Activities
Net income	$	583.8		$	440.3
Less: Income from discontinued operations		(79.2	)		(62.5	)
Income from continuing operations		504.6			377.8
Adjustments to income from continuing operations:
Depreciation and amortization		134.7			127.1
Stock-based compensation		26.6			16.7
Restructuring and asset impairment charges, net		31.1			32.0
Payments for restructuring		(35.8	)		(36.2	)
Change in receivables		(116.4	)		(68.5	)
Change in inventories		17.7			(76.9	)
Change in accounts payable and accrued expenses		70.2			176.3
Change in accrued and deferred taxes		(62.7	)		14.0
Change in other current and non-current assets		(84.9	)		(82.9	)
Change in other non-current liabilities		(1.4	)		9.3
Other, net		6.4			(1.3	)
Net cash — operating activities		490.1			487.4
Investing Activities
Additions to plant, property and equipment		(108.2	)		(95.2	)
Acquisitions, net of cash acquired		(395.7	)		(75.2	)
Proceeds from sale of assets and businesses		232.4			223.7
Other, net		1.5			(6.4	)
Net cash — investing activities		(270.0	)		46.9
Financing Activities
Short-term debt, net		532.8			(157.2	)
Long-term debt repaid		(7.2	)		(2.2	)
Long-term debt issued		0.4			-
Repurchase of common stock		(299.0	)		(136.4	)
Proceeds from issuance of common stock		55.2			53.0
Dividends paid		(71.3	)		(57.3	)
Tax benefit from stock option exercises		13.0			13.6
Other, net		(2.4	)		—
Net cash — financing activities		221.5			(286.5	)
Exchange Rate Effects on Cash and Cash Equivalents		70.7			29.8
Net Cash — Discontinued Operations:
Operating Activities		(2.7	)		71.2
Investing Activities		(5.6	)		(7.2	)
Financing Activities		(1.0	)		(0.1	)
Net change in cash and cash equivalents		503.0			341.5
Cash and cash equivalents — beginning of year		937.1			451.0
Cash and Cash Equivalents — end of period	$	1,440.1		$	792.5

ITT Corporation Non-GAAP Reconciliation

Reported vs. Organic Revenue / Orders Growth

Third Quarter 2007 & 2006

($ Millions)

	(As Reported - GAAP)
	Sales &		Sales &		Change		% Change
	Revenues		Revenues		2007 vs.		2007 vs.
	3M 2007		3M 2006		2006		2006
ITT Corporation - Consolidated		2,181.2		2,001.1		180.1		9.0	%
Defense Electronics & Services		1,011.5		957.4		54.1		5.7	%
ACD - Tactical Radios		198.3		196.5		1.8		0.9	%
Space Systems		144.7		186.4		(41.7)		-22.4	%
Advanced Engineering & Sciences		120.4		87.0		33.4		38.4	%
Electronic Systems		105.6		105.5		0.1		0.1	%
Night Vision		129.1		111.1		18.0		16.2	%
Systems		316.4		273.0		43.4		15.9	%
Fluid Technology		858.4		780.3		78.1		10.0	%
Industrial Process		173.4		147.4		26.0		17.6	%
Residential and Commercial Water
Group		305.8		279.4		26.4		9.4	%
Water & WasteWater		389.2		359.4		29.8		8.3	%
Motion & Flow Control		314.6		267.0		47.6		17.8	%
Aerospace Controls		26.1		20.3		5.8		28.6	%
Marine & Leisure		58.8		55.4		3.4		6.1	%
Friction Materials		88.7		72.1		16.6		23.0	%
Koni Shocks		22.8		19.4		3.4		17.5	%
IMC		11.1		0.0		11.1		0.0	%
Connectors		107.1		99.8		7.3		7.3	%

							%
							Change
					Change		2007
	Orders		Orders		.2007 vs.		vs
	3M 2007		3M 2006		2006		2006
Defense Electronics & Services		1,126.1		1,056.5		69.6		7	%
Fluid Technology		929.8		821.3		108.5		13	%
Motion & Flow Control		325.7		274.9		50.8		18	%
Total Segment Orders		2,378.4		2,150.8		227.6		11	%

	(As Adjusted - Organic)
			Acqui-
			sition			FX			Adj
	Sales &		Contri-			Contri-			Sales &
	Revenues		bution			bution			Revenues
	3M 2007		3M 2007			3M 2007			3M 2007
ITT Corporation - Consolidated		2,181.2		(12.8	)		(44.0	)		2,124.4
Defense Electronics & Services		1,011.5		(1.2	)		(0.1	)		1,010.2
ACD - Tactical Radios		198.3		0.0			0.0			198.3
Space Systems		144.7		0.0			(0.1	)		144.6
Advanced Engineering & Sciences		120.4		(1.2	)		0.0			119.2
Electronic Systems		105.6		0.0			0.0			105.6
Night Vision		129.1		0.0			0.0			129.1
Systems		316.4		0.0			0.0			316.4
Fluid Technology		858.4		0.0			(31.9	)		826.5
Industrial Process		173.4		0.0			(1.3	)		172.1
Residential and Commercial Water
Group		305.8		0.0			(8.0	)		297.8
Water & WasteWater		389.2		0.0			(22.9	)		366.3
Motion & Flow Control		314.6		(11.6	)		(12.1	)		290.9
Aerospace Controls		26.1		(0.5	)		0.0			25.6
Marine & Leisure		58.8		0.0			(1.9	)		56.9
Friction Materials		88.7		0.0			(6.5	)		82.2
Koni Shocks		22.8		0.0			(1.3	)		21.5
IMC		11.1		(11.1	)		0.0			0.0
Connectors		107.1		0.0			0.0			107.1

	Orders 3M 2007		Acquisition 3M 2007			FX Contribution 3M 2007			Adj. Orders 3M 2007
Defense Electronics & Services		1,126.1		(1.2	)		(0.1)			1,124.8
Fluid Technology		929.8		0.0			(33.0	)		896.8
Motion & Flow Control		325.7		(1.0	)		(13.1	)		311.6
Total Segment Orders		2,378.4		(2.2	)		(46.2	)		2,330.0

	(As Adjusted - Organic)
	Sales &		Change			% Change
	Revenues		Adj. 07			Adj. 07
	3M 2006		vs. 06			vs. 06
ITT Corporation - Consolidated		2,001.1		123.3			6.2	%
Defense Electronics & Services		957.4		52.8			5.5	%
ACD - Tactical Radios		196.5		1.8			0.9	%
Space Systems		186.4		(41.8	)		-22.4	%
Advanced Engineering & Sciences		87.0		32.2			37.0	%
Electronic Systems		105.5		0.1			0.1	%
Night Vision		111.1		18.0			16.2	%
Systems		273.0		43.4			15.9	%
Fluid Technology		780.3		46.2			5.9	%
Industrial Process		147.4		24.7			16.8	%
Residential and Commercial Water
Group		279.4		18.4			6.6	%
Water & WasteWater		359.4		6.9			1.9	%
Motion & Flow Control		267.0		23.9			9.0	%
Aerospace Controls		20.3		5.3			26.1	%
Marine & Leisure		55.4		1.5			2.7	%
Friction Materials		72.1		10.1			14.0	%
Koni Shocks		19.4		2.1			10.8	%
IMC		0.0		0.0			0.0	%
Connectors		99.8		7.3			7.3	%

	Change		% Change
	Orders		Adj. 07		Adj. 07
	3M 2006		vs. 06		vs. 06
Defense Electronics & Services		1,056.5		68.3		6.5	%
Fluid Technology		821.3		75.5		9.2	%
Motion & Flow Control		274.9		36.7		13.4	%
Total Segment Orders		2,150.8		179.2		8.3	%

Note: Excludes intercompany eliminations.

ITT Corporation Non-GAAP Reconciliation

Segment Operating Income & OI Margin Adjusted for Restructuring

Third Quarter of 2007 & 2006

($ Millions)

													Adjust
							%						for
	Q3 2007			Q3 2006			Change			Q3 2007			2007
	As			As			07 vs.			As			Restruc-
	Reported			Reported			06			Reported			turing
Sales and Revenues:
Defense Electronics & Services		1,011.5			957.4						1,011.5
Fluid Technology		858.4			780.3						858.4
Motion & Flow Control		314.6			267.0						314.6
Intersegment eliminations		(3.3	)		(3.6	)					(3.3	)
Total Sales and Revenues		2,181.2			2,001.1						2,181.2
Operating Margin:
Defense Electronics & Services		13.6	%		11.8	%					13.6	%
Fluid Technology		12.9	%		12.5	%					12.9	%
Motion & Flow Control		14.1	%		12.6	%					14.1	%
Total Ongoing Segments		13.4	%		12.2	%					13.4	%
Income:
Defense Electronics & Services		137.1			112.6			21.8	%		137.1			(0.1	)
Fluid Technology		110.7			97.8			13.2	%		110.7			6.6
Motion & Flow Control		44.4			33.7			31.8	%		44.4			0.6
Total Segment Operating Income		292.2			244.1			19.7	%		292.2			7.1

	Q3 2007 As Reported			Q3 2006 As Reported			Adjust for 2006 Restructering		Q3 2006 As Reported			% Change Adj. 07 vs. 06
Sales and Revenues:
Defense Electronics & Services		1,011.5			957.4					957.4
Fluid Technology		858.4			780.3					780.3
Motion & Flow Control		314.6			267.0					267.0
Intersegment eliminations		(3.3	)		(3.6	)				(3.6	)
Total Sales and Revenues		2,181.2			2,001.1					2,001.1
Operating Margin:
Defense Electronics & Services		13.5	%		11.8	%				11.9	%		160 BP
Fluid Technology		13.7	%		12.5	%				13.3	%		40 BP
Motion & Flow Control		14.3	%		12.6	%				13.6	%		70 BP
Total Ongoing Segments		13.7	%		12.2	%				12.7	%		100 BP
Income:
Defense Electronics & Services		137.0			112.6			1.0		113.6			20.6	%
Fluid Technology		117.3			97.8			5.6		103.4			13.4	%
Motion & Flow Control		45.0			33.7			2.6		36.3			24.0	%
Total Segment Operating
Income		299.3			244.1			9.2		253.3			18.2	%

ITT Corporation Non-GAAP Reconciliation

Reported vs. Adjusted Net Income & EPS

Third Quarter of 2007 & 2006

($ Millions, except EPS and shares)

	Q3 2007				Q3 2007		Q3 2006
	As		Q3 2007		As		As
	Reported		Adjustments		Reported		Reported
Segment Operating Income	292.2		7.1	#A	299.3		244.1
Interest Income (Expense)	(13.2	)	-		(13.2	)	(13.1	)
Other Income (Expense)	(4.6	)	-		(4.6	)	(4.1	)
Corporate (Expense)	(32.7	)	0.1	#A	(32.6	)	(29.2	)
Income from Continuing Operations before Tax	241.7		7.2		248.9		197.7
Income Tax Items	4.4		(4.4)	#B	-		2.6
Income Tax Expense	(77.5	)	(2.3)	#C	(79.8	)	(59.9	)
Total Tax Expense	(73.1	)	(6.7)		(79.8	)	(57.3	)
Income from Continuing Operations	168.6		0.5		169.1		140.4
Diluted EPS from Continuing Operations	0.92		0.00		0.92		0.75

									Percent
							Change		Change
	Q3 2006			Q3 2006			2007 vs.		2007 vs.
	Adjust-			As			2006 As		2006 As
	ments			Adjusted			Adjusted		Adjusted
Segment Operating Income		9.2	#D		253.3
Interest Income (Expense)		-			(13.1	)
Other Income (Expense)		-			(4.1	)
Corporate (Expense)		0.5 #D			(28.7	)
Income from Continuing Operations before Tax		9.7			207.4
Income Tax Items		(4.2)	#E		(1.6	)
Income Tax Expense		(3.0)	#F		(62.9	)
Total Tax Expense		(7.2)			(64.5	)
Income from Continuing Operations		2.5			142.9
Diluted EPS from Continuing Operations		0.02			0.77		$	0.15		19.5	%

#A - Remove Restructuring Expense of $7.1M and $0.1M.

#B - Remove Tax Benefit - special items of ($4.4M).

#C - Remove Tax Benefit on restructuring of ($2.3M).

#D - Remove Restructuring Expense of $9.2M and $0.5M.

#E - Remove Tax Refund of ($2.6M) and apply structural tax rate impact in Q3.

#F - Remove Tax Benefit on restructuring of ($3.0M).

ITT Corporation Non-GAAP Reconciliation

Cash From Operating Activities vs. Free Cash Flow

Third Quarter of 2007 & 2006

($ Millions)

	3rd Qtr.07			3rd Qtr.06
Cash from Operations		490.1			487.4
Capital Expenditures		(108.2	)		(95.2	)
Pension Pre-funding, net of tax		50.0			87.0
Free Cash Flow		431.9			479.2