ITT Board of Directors Approves Spin-Offs of Xylem and ITT Exelis

Separation will take effect on Oct. 31, 2011

ITT Corp. announced that its board of directors has approved the distribution to its shareholders of all the outstanding shares of Exelis Inc., its Defense and Information Solutions business, which will also be known as ITT Exelis; and Xylem Inc., its Water Technology and Services business, which will result in three distinct, publicly traded companies. 

Each ITT shareholder of record will receive as of the close of business on Oct. 17, 2011, the record date for the distribution, one share of ITT Exelis common stock and one share of Xylem common stock for each share of ITT common stock held as of the record date. 

The ITT Board also approved a 1:2 reverse stock split for ITT, which will become effective after market close on Oct. 31, 2011, the distribution date for the spin-offs.

ITT Chairman, President and CEO Steve Loranger explains: "By operating as three independent companies, we believe the new ITT, Xylem and ITT Exelis will each be able to leverage our shared history of innovation while being better positioned to capitalize on new opportunities in their respective markets.

“We believe this transaction will allow all three companies to drive growth and deliver significant value to all of our shareholders. I would like to thank our dedicated employees who have worked hard to make this important transaction a reality. We look forward to completing the final steps in this process and embarking on new and exciting chapters for the new ITT, Xylem and ITT Exelis."

ITT also announced that it has received a private letter ruling from the Internal Revenue Service that ITT's separation of the assets and liabilities constituting each of the ITT Exelis business, the Xylem business and the new ITT business, as well as the planned distribution of the shares of ITT Exelis and Xylem common stock to ITT shareholders, will qualify as a tax-free transaction for U.S. federal income tax purposes.

All three companies plan to webcast investor events on Oct. 13-14, 2011.  Additional details on these webcasts will be provided in a separate announcement.

ITT Bell & Gossett

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