ITT INC. — Director's Dealing 2011

Oct 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Exelis Inc. (XLS)
CIK: 0001524471
Period of Report: 2011-10-17

Reporting Person: ITT Corp (10% Owner)
Reporting Person: ITT Water Technology Delaware, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-17	Common Stock	J	1	$0.00	Disposed	0	Indirect

Footnotes

F1: The record date for the distribution of all of the Exelis Inc. common stock owned by ITT Water Technology Delaware, Inc. to the holders of ITT Corporation common stock was October 17, 2011 at the close of business. The distribution of such common stock is scheduled to occur on October 31, 2011.

F2: This share of common stock of Exelis Inc. is held by ITT Water Technology Delaware, Inc., which is an indirectly wholly-owned subsidiary of ITT Corporation.