UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





Form 10-K/A

ANNUAL REPORT

(Mark One)

|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2012

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Transition period from
            to

Commission File No. 1-5672





ITT
CORPORATION



|                                     |  |                                     
|------------------------------------ |  | ------------------------------------
|Incorporated in the State of Indiana |  | 13-5158950                          
|                                     |  | (I.R.S. Employer Identification No.)

1133 Westchester Avenue, White Plains, NY 10604

(Principal Executive Office)

Telephone Number: (914) 641-2000





Securities
registered pursuant to Section 12(b) of the Act, all of which are registered on The New York Stock Exchange, Inc.:

COMMON STOCK, $1 PAR VALUE

Securities registered pursuant to Section 12(g) of the Act:

None.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  þ    No   ̈

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes  þ    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files.    Yes  þ    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  | þ                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes   ̈    No  þ

The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant on June 30, 2012 was
approximately $1.6 billion. As of February 11, 2013, there were outstanding 92.3 million shares of common stock, $1 par value, of the registrant.





DOCUMENTS
INCORPORATED BY REFERENCE

Portions of the Registrants Definitive Proxy Statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A for its 2013 Annual Meeting of Shareholders are incorporated by reference in Part II and Part III of this Form 10-K.









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ITT CORPORATION

FORM 10-K/A

EXPLANATORY NOTE

The
registrant has prepared this Amendment No. 1 (Amendment) on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the Form 10-K) for the purpose of re-filing Exhibit 10.8 to the
Form 10-K. No revisions are being made to the Companys financial statements and, except as described below, this Amendment does not reflect events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be
affected by subsequent events, and no other changes are being made to any other disclosure contained in the Form 10-K.

This Amendment is an
exhibit-only filing in response to comments received from the staff of the Securities and Exchange Commission regarding a request for confidential treatment of certain portions of Exhibit 10.8 originally filed with the Form 10-K. This Amendment is
being filed solely to re-file Exhibit 10.8. Except for the changes to Exhibit 10.8, this Amendment does not update any exhibits as originally filed or previously amended. This Amendment is being filed to replace Exhibit 10.8 to include certain
portions of the Exhibit that had previously been omitted or redacted pursuant to a request for confidential treatment. This Amendment provides a revised redacted version of Exhibit 10.8.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal
financial officer are filed herewith as exhibits to this Amendment.



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



|(a) | Exhibits:
|--- | ---------



|       |  |                                                                                                                                                                                                                        
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8*  |  | Share Purchase Agreement dated October 14, 2012 between Moller-Bornemann GmbH, Wulfing Vermogensverwaltung GbR, BWK GmbH Unternehmensbeteiligungsgesellschaft (as Sellers) and
ITT Germany Holdings GmbH (as Purchaser)
|       | 
|31.1** |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                        
|       | 
|31.2** |  | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                        



|* | Filed herewith. The registrant has requested confidential treatment with respect to portions of this exhibit. Those portions have been omitted from the exhibit and
filed separately with the U.S. Securities and Exchange Commission.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | Filed herewith.
|-- | ---------------



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



ITT Corporation
(Registrant)By:

/s/ JANICE M. KLETTNERJanice M. KlettnerVice President and Chief Accounting Officer (Principal accounting officer)


July 19, 2013