ITT INC. — Director's Dealing 2014

Feb 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2014-02-25

Reporting Person: Scalera Thomas M (Senior VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-25	Common Stock	M	4286	$21.64	Acquired	42389	Direct
2014-02-25	Common Stock	S	4286	$43.5588	Disposed	38103	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-25	Employee Stock Option (right to buy)	$21.64	M	4286	Disposed	2014-03-07	Common Stock (4286)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	450.7717	Indirect

Footnotes

F1: This price represents the approximate weighted average price per share of common stock (each a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $43.5581 to $43.59 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: Units held as of February 26, 2014 representing interests in the ITT Stock Fund.

F3: These options vested in three equal installments on March 7, 2008, March 7, 2009 and March 7, 2010.