ITT INC. — Director's Dealing 2013

Jan 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2013-01-03

Reporting Person: Pagano Robert J Jr (SVP & Pres., Indust. Process)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-03	Common Stock	F	1072	$23.14	Disposed	64109	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3656.3030	Indirect

Footnotes

F1: Reflects the withholding of shares of Common Stock to pay the tax liability incident to the vesting of shares of restricted stock granted on November 7, 2011 under the ITT Corporation 2011 Omnibus Incentive Plan. The number of shares withheld was determined on January 3, 2013 based on the average of the high/low of Common Stock on December 31, 2012.

F2: As of January 2, 2013.