Item 8.01 Other Events.

On September 26, 2012, ITT Corporation (the "Company") entered into a settlement agreement (the "Settlement Agreement") with the Acquirer of a business the Company had previously sold to the Acquirer. Under the Settlement Agreement, the Acquirer agreed to assume liability for certain asbestos-related claims relating to the business and the Company agreed that certain insurance rights will remain associated with these claims and thus will benefit the Acquirer. The Settlement Agreement amends, replaces and supersedes a previous agreement relating to such claims and insurance.

Pursuant to the Settlement Agreement, the Company will reduce its estimated asbestos-related liabilities by $241.4 million and its estimated asbestos-related assets by $239.9 million. The net result will be a recognition of $1.5 million of pre-tax income. In addition, under the Settlement Agreement, the Acquirer will pay the Company approximately $10 million, which is expected to be received in the fourth quarter of 2012, for past and future costs which would otherwise have been paid by the insurance. As a result of the Settlement Agreement, the Company will recognize a non-recurring benefit in net income of approximately $7 million in the third quarter, with about half of this recognized in income from continuing operations and half recognized in income from discontinued operations.

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