¨	Preliminary Proxy Statement

þ	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to Rule 14a-12

¨	Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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•	How to obtain admission to the meeting if you plan to attend; and

•	Different methods you can use to vote your proxy, including by Internet and telephone.

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1.	FOR the election of the nine nominees nominated to the Board of Directors and named in this Proxy Statement, to serve until the 2016 annual meeting of shareholders or until their respective successors shall have been duly elected and qualified;

2.	FOR the ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the 2015 fiscal year;

3.	FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers; and

4.	Otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the Annual Meeting.

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*	Less than 1%

(1)	Includes units held as of January 31, 2015 representing interests in the ITT Stock Fund held within the ITT Corporation Retirement Savings Plan.

(2)	Non-management directors’ total shares beneficially owned include restricted stock units (“RSUs”) that have vested but are deferred until a later date.

(3)	Mr. Powers was elected to the Board of Directors on February 26, 2015 and his beneficial ownership of our common stock is therefore not included in this table.

(2)	As reported on Schedule 13G filed on February 12, 2015, AllianceBernstein LP has sole voting power with respect to 6,525,598 shares, no shared voting power with respect to any shares, sole dispositive power with respect to 7,343,195 shares, and shared dispositive power with respect to 1,150 shares.

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(3)	As reported on Schedule 13G/A filed on February 10, 2015, The Vanguard Group has sole voting power with respect to 61,297 shares, no shared voting power with respect to any shares, sole dispositive power with respect to 6,230,174 shares, and shared dispositive power with respect to 53,097 shares.

(4)	As reported on Schedule 13G/A filed January 29, 2015, BlackRock, Inc. has sole voting power with respect to 5,525,313 shares, no shared voting power with respect to any shares, and sole dispositive power with respect to 5,941,171 shares.

(5)	Calculations based on the Company’s shares outstanding as of December 31, 2014.

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(1)	Fees for audit services billed in 2014 and 2013 consisted of:

•	audit of the Company’s annual financial statements and internal control over financial reporting;

•	reviews of the Company’s quarterly financial statements;

•	statutory and regulatory audits, consents and other services related to SEC matters; and

•	financial accounting and reporting consultations.

(2)	Fees for audit-related services billed in 2014 and 2013 consisted of:

•	employee benefit plan audits; and

•	other miscellaneous attest services.

(3)	Fees for tax services billed in 2014 and 2013 consisted of tax compliance and tax planning and advice:

•	Tax compliance services are services rendered, based upon facts already in existence or transactions that have already occurred, to document, compute and obtain government approval for amounts to be included in tax filings consisting primarily of:

◦	federal, foreign, state and local income tax return assistance;

◦	Internal Revenue Code and foreign tax code technical consultations; and

◦	transfer pricing analyses.

•	Tax planning services are services and advice rendered with respect to proposed transactions or services that alter the structure of a transaction to obtain an anticipated tax result. Such services consisted primarily of tax advice related to intra-group restructuring.

(4)	Fees for other services in 2013 consisted of consulting services associated with the assessment of the Company’s information technology systems.

1.	Due diligence, closing balance sheet audit services, purchase price dispute support and other services related to mergers, acquisitions and divestitures;

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2.	Employee benefit advisory services, independent audits and preparation of tax returns for the Company’s defined contribution, defined benefit, and health and welfare benefit plans, preparation of the associated tax returns or other employee benefit advisory services;

3.	Tax compliance and certain tax planning and advice work; and

4.	Accounting consultations and support related to generally accepted accounting principles (“GAAP”).

•	alignment of executive and shareholder interests by providing incentives linked to earnings per share, free cash flow, operating margin and revenue performance;

•	the ability for executives to achieve long-term shareholder value creation without undue business risk;

•	creating a clear link between an executive’s individual contribution and performance and his or her compensation;

•	the extremely competitive nature of the industries in which we operate and our need to attract and retain the most creative and talented industry leaders; and

•	comparability to the practices of peers in the industries that we operate in and other comparable companies generally.

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•	no director may stand for re-election after he or she has reached the age of 72;

•	directors must be able to devote the requisite time for preparation and attendance at regularly scheduled Board and Board Committee meetings, as well as be able to participate in other matters necessary for good corporate governance;

•	directors are limited to service on four public company boards (including the ITT Board). If the director serves as an active CEO of a public company, the director is limited to service on two public company boards (including the ITT board) in addition to service on his or her own board;

•	the CEO reports at least annually to the Board on succession planning and management development;

•	the Board evaluates the performance of the Chief Executive Officer and other senior management personnel at least annually; and

•	the Board maintains a process whereby the Board and its committees are subject to annual evaluation and self-assessment.

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•	the position within or relationship of the Related Party with the Company;

•	the materiality of the transaction to the Related Party and the Company, including the dollar value of the transaction, without regard to profit or loss;

•	the business purpose for and reasonableness of the transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;

•	whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Parties;

•	whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and

•	the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

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•	selection and oversight of the independent auditor, including responsibility to determine the independent auditor’s qualifications, independence, scope of responsibility and compensation;

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•	review and discussion with management and the independent auditor regarding the annual audited and quarterly unaudited financial statements and approval of inclusion of those financial statements in the Company’s public filings;

•	review and oversight of the Company’s selection and application of accounting principles and issues relating to the Company’s internal controls and disclosure controls and procedures;

•	oversight of the Company’s compliance with legal and regulatory requirements, including review of the effect of regulatory and accounting initiatives on the Company’s financial statements;

•	oversight of the organization and scope of the Company’s internal audit function; and

•	assist the Board in fulfilling its oversight of enterprise risk management, particularly through oversight of the Company’s policies with respect to risk assessment and risk management and the Company’s major financial risk exposures.

•	oversight and administration of the Company’s employee compensation program, including incentive plans and equity-based compensation plans;

•	establishment of annual performance objectives, evaluation of performance and approval of individual compensation actions for the Chief Executive Officer and other executive officers;

•	review and discussion of the Company’s talent review and development process, succession planning process for senior executive positions and aspects of culture and diversity for the Company, and provision of recommendations to the Board of Directors;

•	review, discussion and approval of the Compensation Discussion and Analysis included in the Company’s annual proxy statement; and

•	assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company’s compensation and talent management programs.

•	evaluate and make recommendations to the Board of Directors concerning the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors;

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•	identify, evaluate and propose nominees for election to the Board of Directors;

•	consider questions of independence and possible conflicts of interest of directors and executive officers and ensure compliance with applicable laws and NYSE listing standards;

•	develop, regularly review, update and recommend to the Board of Directors corporate governance principles for the Company;

•	review of material related party transactions and review with the independent auditor the Company’s policies for the ethical handling of conflicts of interest and its policies and procedures with respect to expense accounts and perquisites;

•	assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company’s corporate governance structures and processes and risks related to other primarily nonfinancial matters (for example, business continuity); and

•	lead the Company’s chief executive officer succession process.

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(1)	Fees earned may be paid, at the election of the director, in cash or deferred cash. Non-management directors may irrevocably elect deferral into an interest-bearing cash account or into the “ITT Corporation Stock Fund,” which is a tracking fund that invests in Company stock.

(2)	Awards are made in RSUs and they reflect a grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Stock Compensation. The grant date fair value of the RSUs granted on May 20, 2014, the date of the Company’s 2014 annual meeting, was $90,022. The closing price of ITT stock on that date was $43.28.

•	the fifth anniversary of the grant of the shares unless extended as described below;

•	the director retires at age 72;

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•	there is a change of control of the Company;

•	the director becomes disabled or dies;

•	the director’s service is terminated in certain specified, limited circumstances; or

•	any other circumstance in which the Compensation and Personnel Committee believes, in its sole discretion, that the purposes for which the grants of restricted stock were made have been fulfilled and, as such, is consistent with the intention of the Plan.

•	determination of qualifications and independence of Deloitte, the Company’s independent registered public accounting firm;

•	appointment, compensation and oversight of Deloitte in preparing or issuing audit reports and related work;

•	review of financial reports and other financial information provided by the Company, its systems of internal accounting and financial controls, and the annual independent audit of the Company’s financial statements;

•	oversight and review of procedures developed for consideration of accounting, internal accounting controls and auditing-related complaints;

•	review of the Company’s policies with respect to risk assessment and risk management and the Company’s major financial risk exposures;

•	monitoring all elements of the Company’s internal control over financial reporting; and

•	adoption of and monitoring the implementation and compliance with the Company’s Non-Audit Services Policy.

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•	revenue was up 6% to $2.7 billion, with organic revenue up 7%, representing solid gains and strengths across key geographies and strategic end markets;

•	GAAP income from continuing operations decreased 62% to $2.03 per diluted share, due to a significant 2013 tax benefit;

•	adjusted EPS from continuing operations increased 22% to $2.47 per share, reflecting strong productivity and a lower effective tax rate; and

•	adjusted segment operating income increased 17% and adjusted segment margins expanded 130 basis points due to volume gains and strong net operating productivity. GAAP operating income increased 45% to $266 million.

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•	Change of Control Provisions

◦

Beginning with the Company’s annual grant cycle in March 2014, all long-term incentive awards now include a “double trigger” provision, consistent with the Company’s other change of control severance benefits. This means that both a change of control event and termination of an executive’s employment will be required for the acceleration of an executives’ long-term incentive awards to occur. This change reflects a best pay practice, aligns executive decision making with shareholder interests and provides competitive benefits in the event that an executive’s employment is terminated due to a change of control of the Company.

•	Retirement Provisions

◦	Beginning with the Company’s annual grant cycle in March 2014, all long-term incentive awards now fully vest upon retirement for employees that retire at least 12 months after the grant date (in the case of RSUs and stock options) or 12 months after the beginning of the performance period (in the case of performance units), and also have:

•	attained age 62 with at least 10 years of service; or

•	attained age 65.

•	Stock Ownership Guidelines

◦	In addition to our existing prohibition on hedging and speculative trading in and out of the Company’s securities, in May 2014 the Compensation and Personnel Committee revised the stock ownership guidelines applicable to executive officers and directors in order to formally prohibit the pledging of Company securities as collateral for a loan.

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•	Denise L. Ramos, Chief Executive Officer and President

•	Aris C. Chicles, Executive Vice President and President, Industrial Process

•	Thomas M. Scalera, Senior Vice President and Chief Financial Officer

•	Mary Beth Gustafsson, Senior Vice President, General Counsel and Chief Compliance Officer

•	Luca Savi, Senior Vice President and President, Motion Technologies

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(1)	Ms. Gustafsson joined ITT in February 2014.

(2)	Mr. Savi is employed by ITT Italia s.r.l. and is paid in Euros. His 2013 annual base salary of €391,000 was converted to U.S. dollars using the 2013 average exchange rate of 1.33 and his 2014 annual base salary of €408,000 was converted to U.S. dollars using the 2014 average exchange rate, which was also 1.33.

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(1)	Mr. Savi is employed by ITT Italia s.r.l. and his 2014 AIP Target and 2014 AIP Award paid have been converted from Euro (€) to U.S dollars using a 2014 average exchange rate of 1.33.

(1)

Mr. Chicles held two different roles at ITT during 2014. From January through May 2014, he held the role of Executive Vice President within the corporate organization, with responsibility for ITT’s global Human Resources, Information Technology (IT) and Strategy organizations. In June 2014, Mr. Chicles assumed the role of Executive Vice President and President, Industrial Process, with responsibility for managing ITT’s Industrial Process business. His performance metrics are weighted based upon working five of 12 months (42%) in the corporate organization and the remaining seven months of 2014 (58%) in the Industrial Process business.

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•	50% was granted in performance units calculated based on the closing stock price on the grant date less the estimated dividend yield during the 3-year performance period;

•	25% was granted in RSUs calculated based on the closing stock price on grant date; and

•	25% was granted in stock options calculated using a valuation model consistent with accounting expense.

(1)	The values in this table differ slightly from the values reported in the Summary Compensation Table and the Grants of Plan-Based Awards in 2014 table, each of which present the value recorded for accounting purposes.

(2)	Mr. Savi is employed by ITT Italia s.r.l. and his compensation, including long-term incentive awards, is based on benchmark data and pay practices for similar roles in Italy.

•	Ms. Gustafsson received a special grant of $400,000 in RSUs, which vest 100% three years after the grant date pursuant to the terms of her letter of employment, to provide an incentive to join ITT and lead the Company’s legal organization.

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•	Mr. Savi received a special grant of $100,000 in RSUs, which vest 100% three years after the grant date to provide additional retention incentive and to reflect his leadership in driving the performance of the Motion Technologies organization.

•	TSR performance is measured for all companies in the index by comparing the average closing stock price for the month of December prior to the start of the three-year performance cycle, to the average closing stock price for the month of December that concludes the three-year performance cycle, including adjustments for reinvested dividends and extraordinary payments.

•	Vesting at the end of the applicable three-year performance period is based on the Company’s TSR performance ranked against the TSR performance of the other companies within the index. The amount vested, if any, is established on a straight-line basis between the 35th and 80th percentile of performance.

•	In 2014, the Company established threshold, target and maximum ROIC metrics for the three-year performance period from 2014 through 2016. The threshold, target and maximum ROIC metrics were 10.65%, 11.65% and 12.65% respectively. The Company will need to maintain ROIC improvement at a faster growth rate than its peers in order to achieve the target ROIC metric.

•

The performance goals are designed to be appropriately challenging, and there is a risk that the performance units will not vest or will vest at less than 100% of the target amount. The level of performance required to attain a threshold payout is generally set at a level of performance where the Compensation and Personnel Committee believes that a significantly reduced incentive payment is appropriate and below which no payout is appropriate. The level of performance to attain the target payout is designed to be reasonably challenging. The level of performance to attain a maximum payout is generally set at a level of performance that the Compensation and Personnel Committee deems exceptional.

•	Vesting, if any, generally occurs following the end of the applicable three-year performance period and is based on the ROIC achieved during the final year of the performance period.

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•	Exercise Price:

◦	The option exercise price of stock options awarded is the NYSE closing price of the Company’s common stock on the date the award is approved by the Compensation and Personnel Committee.

◦	For stock options granted to new executives, the exercise price of approved stock option awards is the closing price on the grant date, generally the first of the month following employment.

◦	The 2011 Omnibus Incentive Plan prohibits the repricing of, or exchange of, stock options and stock appreciation rights that are priced below the prevailing market price with lower-priced stock options or stock appreciation rights without shareholder approval, except in the event of an equity restructuring.

•	Vesting Schedule:

◦	Three-year cliff vesting is required for executives at the level of senior vice president or above.

◦	Stock options cannot be exercised prior to vesting.

•	Option Term and Exercise Period:

◦	Stock options awarded between 2005 and 2009 expire seven years after the grant date. Stock options awarded before 2005 or after 2009 expire 10 years after the grant date.

◦	There may be adjustments to the post-employment exercise period of a stock option grant if an employee’s tenure with the Company is terminated due to death, disability, retirement or termination by the Company other than for cause, provided that any post-employment exercise period cannot exceed the original expiration date of the stock option.

(1)	The 2012 TSR Awards were previously reported as stock awards and as compensation in 2012 because they derive their value from ITT’s stock. Therefore, the settlement value is not reported in the Summary Compensation Table, which appears later in this Proxy Statement. Mr. Savi’s award was granted in U.S. dollars, so there is no conversion from Euro.

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•

ITT Salaried Retirement Plan. Until October 31, 2011, most of the Company’s salaried employees who work in the United States participated in the ITT Salaried Retirement Plan. Under the plan, participants could elect, on an annual basis, to be covered by either a Traditional Pension Plan (described elsewhere in this Proxy Statement under the heading “Compensation Tables—2014 Pension Benefits”) or a Pension Equity Plan formula for future pension accruals. The ITT Salaried Retirement Plan was a tax-qualified plan, which provided a base of financial security for employees after they cease working. The ITT Salaried Retirement Plan was transferred by the Company to Exelis Inc., our defense business that was spun off in the Spin Transaction, effective on October 31, 2011, and both service credit and accrued benefits were frozen as of that date, and certain participants are eligible to receive transition employer contributions into the ITT Corporation Retirement Savings Plan.

•

ITT Excess Pension Plan. Because federal law limits the amount of benefits that can be paid and the amount of compensation that can be recognized under tax-qualified retirement plans, the Company established, and until October 31, 2011 maintained, a non-qualified, unfunded excess pension plan solely to pay retirement benefits that could not be paid from the ITT Salaried Retirement Plan. Ms. Ramos, Mr. Chicles and Mr. Scalera participated in this plan. Benefits under the ITT Excess Pension Plan were generally paid directly by the Company. Participating officers with excess plan benefits had the opportunity to make a one-time election prior to December 31, 2008 to receive their excess benefit earned under the Traditional Pension Plan formula in a single discounted lump-sum payment or as an annuity. An election of a single-sum payment was only effective if the officer met the requirements for early or normal retirement benefits under the plan; otherwise, the excess benefit earned under the Traditional Pension Plan formula would be paid as an annuity. Since the ITT Excess Pension Plan is an unfunded obligation of the Company, in the event of a change of control, any excess plan benefit would become immediately payable, subject to any applicable Section 409A restrictions with respect to form and timing of payments, and would be paid in a single discounted sum. The single-sum payment provision provides executives the earliest possible access to the funds in the event of a change of control, and avoids leaving unfunded pension payments in the hands of the acquirer. The ITT Excess Pension Plan was transferred by the Company to Exelis Inc., effective on the date of the Spin Transaction, and both service credit and accrued benefits were frozen as of that date, and certain participants are eligible to receive transition employer contributions into the ITT Corporation Retirement Savings Plan.

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Emphasis on Long-Term Compensation.    By granting long-term incentive compensation at 34% to 65% of our NEOs’ total compensation package, the Compensation and Personnel Committee believes that it is encouraging strategies that correlate with the long-term interests of the Company. The Company’s long-term incentive awards, described elsewhere in this Compensation Discussion and Analysis under the heading “Elements of Compensation—2014 Long-Term Incentive Compensation,” feature a three-year vesting threshold for senior vice presidents and 10-year stock option terms, encouraging behavior focused on long-term value creation. Performance unit awards focus on three-year stock price performance and improvement in three-year Return on Invested Capital, encouraging behavior focused on long-term goals while discouraging behavior focused on short-term risks.

•

Pay Mix.    18% to 50% of total target compensation is fixed for NEOs while the remaining total compensation is tied to performance, consistent with the Company’s pay-for-performance philosophy. As scope of responsibility increases, the amount of performance-based pay increases and fixed pay decreases in relation to the level within the Company. The Company’s incentive design provides multiple performance time frames and a variety of financial measures that are intended to drive profitable and sustained growth.

•

Clawback Policy.    The Company has a policy that provides for recoupment of performance-based compensation if the Board of Directors determines that a senior executive has engaged in fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of the Company’s financial results. In such a situation, the Board will review all compensation awarded to or earned by that senior executive on the basis of the Company’s financial performance during fiscal periods materially affected by the restatement. This would include annual cash incentive and bonus awards and all forms of equity-based compensation. If, in the Board’s view, the compensation related to the Company’s financial performance would have been lower if it had been based on the restated results, the Board will, to the extent permitted by applicable law, seek recoupment from that senior executive of any portion of such compensation as it deems appropriate after a review of all relevant facts and circumstances. The NEOs are covered by this policy. In 2014, the Compensation and Personnel Committee amended the Clawback Policy to cover all executives that receive performance unit awards.

•	Required Executive Stock Ownership.    NEOs are required to own Company shares or share equivalents with a value equal to a multiple of their base salary, as discussed in more detail below. We believe this requirement aligns their interests with the interests of the Company’s shareholders and also discourages behavior that is focused only on the short-term.

•	Prohibition Against Speculating, Hedging or Pledging Company Stock.    The Company has a policy prohibiting employees from hedging and speculative trading in and out of the Company’s securities, including short sales and leverage transactions, such as puts, calls, and listed and unlisted options. The Company also prohibits employees from pledging Company securities as collateral for a loan.

•

Rule 10b5-1 Trading Plans.    ITT’s Board of Directors has authorized the use by executive officers of prearranged trading plans under Rule 10b5-1 of the Exchange Act. Rule 10b5-1 permits insiders to adopt predetermined plans for selling specified amounts of stock or exercising stock options under specified conditions and at specified times. Executive officers may only enter into a trading plan during an open trading window and they must not possess material nonpublic information regarding the Company at the time they adopt the plan. Using trading plans, insiders can diversify their investment portfolios while avoiding concerns about transactions occurring at a time when they might possess material nonpublic information. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place. Accordingly, sales under these plans may occur at any

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(1)	The base salary total differs from what is displayed in the Summary Compensation Table which appears later in this Proxy Statement because the new salary did not become effective until March 2014.

(2)	The AIP bonus shown was paid in March 2014 and is based on 2013 performance and therefore is not included in the Summary Compensation Table under 2013 compensation.

(3)	The LTI value also differs from what is displayed in the Summary Compensation Table and the Grants of Plan-Based Awards in 2014 table, each of which present the value recorded for accounting purposes.

(1)	The base salary total became effective in March 2015 and is not included in the Summary Compensation Table.

(2)	The AIP bonus shown was paid in March 2015 and is included in the Summary Compensation Table as 2014 compensation.

(3)	The LTI value was granted in March 2015 and is not included in the Summary Compensation Table or the Grants of Plan-Based Awards in 2014 table.

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(1)

Amounts in this column include the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718 for performance unit awards and RSUs. A discussion of RSUs, performance unit awards and assumptions used in calculating these values may be found in Note 16 to the Consolidated Financial Statements in the Company’s 2014 Annual Report on Form 10-K.

(2)	Amounts in this column include the aggregate grant date fair value of non-qualified stock option awards in the year of grant based on a binomial lattice valuation. A discussion of assumptions relating to stock option awards may be found in Note 16 to the Consolidated Financial Statements in the Company’s 2014 Form 10-K.

(3)	As described in the “2014 Annual Incentive Plan” section of the Compensation Discussion and Analysis on pages 30-33 of this Proxy Statement, the amounts reported reflect compensation earned for performance under the annual incentive compensation program for that year. AIP payments were made in March 2015. None of the NEOs chose to defer their 2014 AIP payment into the Deferred Compensation Plan.

(4)

The change in the present value in accrued pension benefits was determined by measuring the present value of the accrued benefit at the representative dates using a discount rate of 4.78% for December 31, 2013 and 4.0% for December 31, 2014 (corresponding to the discount rates used for the ITT Salaried Retirement Plan). These pension plans are frozen and no additional benefits are being accrued, so the change in pension value reported is a result of changes to the actuarial assumptions used to calculate the present value of the benefits rather than an increase of the benefits. Below is the change in pension value for each NEO from December 31, 2013 to December 31, 2014.

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(5)	Amounts in this column for 2014 represent items specified in the All Other Compensation Table.

(6)	Mr. Savi’s compensation was converted from Euro (€) to U.S. dollars based on the average exchange rate for the year Mr. Savi was paid. The exchange rates used were 1.33, 1.33 and 1.28 for 2014, 2013 and 2012, respectively.

(1)	Amounts represent taxable financial and estate planning services fees paid during 2014.

(2)	Semi-monthly taxable auto allowances are provided to a range of executives, including the NEOs. Mr. Savi utilizes a car leased by the Company.

(3)	Amount for Mr. Chicles includes a taxable $5,000 monthly allowance which was initiated in June 2014 for housing and commuting expenses in connection with his appointment to lead the Industrial Process segment, which is headquartered in Seneca Falls, NY. No tax reimbursements were paid on this allowance.

(4)	Tax reimbursements are made on certain relocation expenses and tax equalization payments for expatriates. None of the NEOs had applicable relocation expenses in 2014. Mr. Savi had U.S. tax liability of $12,062 and a corresponding tax gross-up from the Company of $12,869.

(5)	Amounts include taxable group term-life insurance premiums attributable to each NEO, except Mr. Savi. Mr. Savi’s insurance benefits include taxable amounts for medical, business trip, life and disability.

(6)

Amounts represent the total employer contributions under the ITT Retirement Savings Plan, the Supplemental Retirement Savings Plan and the Deferred Compensation Plan. 2014 contributions to the ITT Retirement Savings Plan are: $26,000 for Ms. Ramos, $26,000 for Mr. Chicles, $18,200 for Mr. Scalera and $18,200 for Ms. Gustafsson. In addition, Ms. Ramos received a contribution of $7,650 to the ITT Retirement Savings Plan for transition employer contributions attributed to 2013 earnings that were not available at the time of last year’s proxy statement. Contributions to the Supplemental Retirement Savings Plan and the Deferred Compensation Plan are discussed in the 2014 Nonqualified Deferred Compensation table.

(7)	The amount for Mr. Savi is the employer contribution for Italy statutory termination indemnity that is paid upon termination from the Company.

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(1)

Amounts reflect the threshold, target and maximum payment levels, respectively, if an award payout is achieved under the Company’s AIP. These potential payments are based on achievement of specific performance metrics and are completely at risk. The AIP target award is computed based upon the applicable range of net estimated payments denominated in dollars where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target. Zero payment is possible for performance below the threshold. Mr. Savi is employed by ITT Italia s.r.l. and his amounts have been converted from Euro (€) to U.S. dollars using a 2014 average exchange rate of 1.33.

(2)

Amounts reflect the threshold, target and maximum unit levels, respectively, if an award payout is achieved under the Company’s performance unit awards. These potential unit amounts are based on achievement of specific performance metrics and are completely at risk. The performance unit award is computed based upon the applicable range of net estimated payments denominated in units where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target.

(3)	Amounts reflect the number of RSU awards granted in 2014 to the NEOs.

(4)	Amounts reflect the number of non-qualified stock options granted in 2014 to the NEOs.

(5)	The stock option exercise price for non-qualified stock options granted in 2014 was the closing price of our common stock on the date the non-qualified stock options were granted.

(6)	Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for performance unit awards, RSU awards, and non-qualified stock option awards granted to the NEOs in 2014. A discussion of assumptions relating to stock option awards may be found in Note 16 to the Consolidated Financial Statements in the Company’s 2014 Form 10-K.

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(1)	Vesting schedule for unvested stock options outstanding at 2014 fiscal year-end (stock options vest on the applicable anniversary of the grant date):

(2)	RSUs vest on the applicable 3-year anniversary of the grant date. Performance units vest upon the completion of a 3-year performance period beginning January 1 of the grant year and are shown at threshold payout.

(3)	Reflects the Company’s closing stock price of $40.46 on December 31, 2014.

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•	2% of his or her “average final compensation” (as defined below) for each of the first 25 years of benefit service, plus

•	1.5% of his or her average final compensation for each of the next 15 years of benefit service, reduced by

•	1.25% of his or her primary Social Security benefit for each year of benefit service up to a maximum of 40 years.

•	1.5% of his or her average final compensation for each year of benefit service up to 40 years, reduced by

•	1.25% of his or her primary Social Security benefit for each year of benefit service up to a maximum of 40 years.

•	The participant’s average annual base salary for the five calendar years of the last 120 consecutive calendar months of eligibility service that would result in the highest average annual base salary amount, plus

•	The participant’s average annual pension eligible compensation, not including base salary, for the five calendar years of the participant’s last 120 consecutive calendar months of eligibility service that would result in the highest average annual compensation amount.

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•	Under age 30: 3% per year of benefit service

•	Age 30 to age 39: 4% per year of benefit service

•	Age 40 to age 49: 5% per year of benefit service

•	Age 50 and over: 6% per year of benefit service

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(1)	Mr. Scalera has an accrued benefit under both the Traditional Pension Plan formula and the Pension Equity Plan formula. His lump sum Pension Equity Plan benefit is $48,975 under the ITT Salaried Retirement Plan and $29,957 under the ITT Excess Pension Plan as of December 31, 2014.

(2)	Ms. Gustafsson and Mr. Savi were hired after October 31, 2011, the date on which the plans were frozen.

•	Measurement date: December 31, 2014

•	Discount Rate: 4.0%

•	Mortality (pre-commencement): None

•	Mortality (post-commencement): RP-2014 Annuitant Mortality Table, separate rates for males and females

•	Normal retirement date: age 65

•	Unreduced retirement date: age 65 for all other NEOs

•	Earliest age at which a participant first employed prior to January 1, 2000 may receive unreduced benefits: age 60

•	Assumed benefit commencement date: 65 for all other NEOs

•	Accumulated benefit is calculated based on credited service and pay as of October 31, 2011

•	For benefits under the Traditional Pension Plan formula, present value is based on the single life annuity payable at assumed benefit commencement date

•	For benefits under the Pension Equity Plan formula, present value is based on projected lump sum value at assumed benefit commencement date; Pension Equity Plan value is projected from December 31, 2014, to age 65 using an interest crediting rate of 1.55% for the ITT Salaried Retirement Plan and 3.25% for the ITT Excess Pension Plan

•	The six-month delay under the ITT Excess Pension Plan as required under Section 409A of the Internal Revenue Code was disregarded for this purpose

•	All results shown are estimates only; actual benefits will be based on precise credited service and compensation history, which will be determined at benefit commencement date

•	Discount rate: 4.78%

•	Mortality (post commencement): 2013 PPA Annuitant Mortality Table, separate rates for males and females

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(1)	The Fixed Rate Option rate is based on guaranteed contractual returns from the insurance company provider.

(2)	The returns shown in the model portfolio are not subsidized by the Company, but represent returns for a managed portfolio based on funds available to deferred compensation participants.

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(1)	Ms. Ramos deferred a portion of her 2013 bonus that was paid in March 2014. None of the NEOs elected to defer their 2014 annual bonus that was paid in March 2015.

(2)

Amounts represent the core, match and applicable transition employer contributions into the ITT Supplemental Retirement Savings Plan (Non-qualified savings) and the ITT Deferred Compensation Plan (Deferred Compensation). For Ms. Ramos, the amount of $292,398 represents aggregate Company credits of $75,806 for 2013 and $216,592 for 2014. The amount credited for 2013 was not available at the time of last year’s proxy statement and is therefore included with the amount credited to Ms. Ramos for 2014. These amounts are also reflected in the All Other Compensation column of the Summary Compensation Table.

(3)

As noted in the Summary Compensation Table, the fixed rate investment option in the ITT Deferred Compensation Plan was set at 5.3% for 2014. The rate exceeded the Applicable Federal Long-term Rate by 1.31 percentage points and Ms. Ramos received $39,947 as a result of the earnings in excess of the AFR. The rate of 5.3% is based on a guaranteed contractual return from the insurance company provider. Aggregate earnings in 2014 for Ms. Ramos also include $7,040 that was credited to her in 2014 in connection with the delayed credit for 2013 and 2014, as discussed in footnote 2.

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•	Accrued salary and vacation pay.

•	Regular pension benefits under the ITT Salaried Retirement Plan (frozen as of the date of the Spin Transaction and transferred to Exelis Inc.). ITT participants do not accrue any additional service credit under the plan in the event of a termination. See the section “Elements of Compensation—Post-Employment Compensation” in the Compensation Discussion and Analysis for more information.

•

Pension benefits under the ITT Excess Pension Plan (frozen as of the date of the Spin Transaction and transferred to Exelis Inc.). The plan balances for the ITT Excess Pension Plan were shown as part of this analysis in previous years, but with the transfer of the plan balances to Exelis Inc. in 2011, ITT participants do not accrue any additional service credit under the plan in the event of a termination. See the section “Elements of Compensation—Post-Employment Compensation” in the Compensation Discussion and Analysis for more information.

•	Health care benefits provided to retirees under the ITT Salaried Retirement Plan, including retiree medical and dental insurance (if eligible as of the date of the Spin Transaction). Employees who terminate prior to retirement are eligible for continued benefits under COBRA.

•	Distributions of plan balances under the ITT Corporation Retirement Savings Plan and amounts currently vested under the ITT Supplemental Retirement Savings Plan for Salaried Employees.

•	Prior to July 1, 2013: The amount will not exceed 24 months of base pay or be greater than two times the executive’s total annual compensation during the year immediately preceding termination.

•	Beginning July 1, 2013 (two-year grace period for current executives): The amount will not exceed 12 months of base pay.

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•	Any accrued but unpaid base salary, bonus (AIP award), unreimbursed expenses and employee benefits, including vacation;

•	Two or three times the current base salary and target annual incentive as of the termination date;

•	Continuation of health and life insurance benefits at the same levels for two or three years;

•	A lump sum payment equal to two or three times the highest annual base salary rate during the three years preceding termination or an acceleration event times the highest percentage rate of the Company’s contributions to the ITT Corporation Retirement Savings Plan and the ITT Supplemental Retirement Savings Plan, such percentage rate not to exceed 3.5% per year; and

•	One year of outplacement assistance.

1.	A report on Schedule 13D was filed with the SEC disclosing that any person, other than the Company or one of its subsidiaries or any employee benefit plan that is sponsored by the Company or a subsidiary, had become the beneficial owner of 20% or more of the Company’s outstanding stock.

2.	A person other than the Company or one of its subsidiaries or any employee benefit plan that is sponsored by the Company or a subsidiary purchased the Company’s shares in connection with a tender or exchange offer, if after consummation of the offer the person purchasing the shares is the beneficial owner of 20% or more of the Company’s outstanding stock.

3.	The shareholders of the Company approved, and the Company fully executed:

(a)	Any consolidation, business combination or merger of the Company other than a consolidation, business combination or merger in which the shareholders of the Company immediately prior to the merger would hold 50% or more of the combined voting power of the Company or the surviving corporation of the merger

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(b)	Any sale, lease, exchange or other transfer of all or substantially all of the assets of the Company.

4.

A majority of the members of the Board of Directors of the Company changed within a 12-month period, unless the election or nomination for election of each of the new Directors by the Company’s shareholders had been approved by two-thirds of the Directors still in office who had been Directors at the beginning of the 12-month period or whose nomination for election or election was recommended or approved by a majority of Directors who were Directors at the beginning of the 12-month period.

5.	Any person other than the Company or one of its subsidiaries or any employee benefit plan sponsored by the Company or a subsidiary became the beneficial owner of 20% or more of the Company’s outstanding stock.

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(1)

Under Ms. Ramos’ employment agreement dated October 4, 2011, described in the Compensation Discussion and Analysis under the heading “CEO Compensation and Employment Agreements,” Ms. Ramos will receive severance pay in an amount equal to two times the sum of (x) annual base salary and (y) target annual incentive due to termination not for cause. Under the Senior Executive Severance Pay Plan, as described elsewhere in this Proxy Statement under the heading “Potential Post-Retirement Compensation,” the other NEOs will receive base salary after termination without cause for the following severance period: Mr. Chicles 17 months, Mr. Scalera 17 months, Ms. Gustafsson 42 weeks, and Mr. Savi 12 months. In the event of a change of control, all NEOs, with the exception of Mr. Savi, are covered under the Company’s Senior Executive Change in Control Severance Pay Plan, described elsewhere in this Proxy Statement under the heading “Potential Post-Retirement Compensation” and, under the terms of the plan, would be paid a lump sum payment equal to the sum of three times (x) annual base salary and (y) annual incentive (assumed at target). Mr. Savi’s salary and AIP have been converted from Euro to U.S. dollars using the 2014 average monthly exchange rate of 1.33.

(2)	Unvested equity awards reflect the market value of stock and in the money value of stock options based on the Company’s December 31, 2014 closing stock price of $40.46. Termination provisions are set forth in the specific award agreements. Generally, the termination provisions are as follows (unless otherwise noted):

•	If an employee is terminated for cause, or voluntarily terminates employment without an acceleration event, Performance Unit Awards are forfeited on the date of termination.

•	If an employee dies or becomes disabled, Performance Unit Award vests in full and payment, if any, is made according to its original terms (vesting in full in the case of death or disability reflects the inability of the participant to control the triggering event and is consistent with benefit plan provisions related to death and disability).

•	If an employee is terminated by the Company other than for cause:

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◦	prior to 2014 awards, a pro-rated payout, if any, is made according to its original terms and is provided based on the number of full months of employment (including any severance period) during the performance period divided by 36 (the term of the three-year Performance Unit Award); and

◦	For the 2014 awards, a pro-rated payout, if any, is made according to its original terms and is provided based on the number of full months of employment during the performance period divided by 36 (vesting does not continue through the severance period).

•	Acceleration Events (as described under the heading “Potential Post-Employment Compensation—Change of Control Arrangements”):

◦

The 2013-2015 Performance Unit Awards vest in full based on the payout percentage of the most recently completed 3-year performance award through the date of the acceleration event and target performance for the uncompleted portion of the three-year cycle. For the tables above a factor of 160% was used to calculate the termination value (average of 2 years at 190.5%, which is the payout of the 2012 TSR award, plus 1 year at 100%); and

◦

The 2014-2016 Performance Unit Awards vest with an acceleration event and, within two years, a qualifying termination of the employee. The payout is based on the greater of: (i) the payout percentage of the most recently completed 3-year performance award and (ii) target performance. For the tables above, a factor of 190.5% was used to calculate the termination value (the payout of the 2012 TSR award).

•	Retirement:

◦	Early Retirement (55 years old and 10 years of service): Performance Unit Awards are pro-rated and vested based on retirement date and a pro-rated payout, if any, is made according to its original terms.

◦	Normal Retirement (65 years old or 62 years old and 10 years of service):

•	prior to 2014 awards, Performance Unit Awards are pro-rated and vested based on retirement date and a pro-rated payout, if any, is made according to its original terms; and

•	in 2014 awards, Performance Unit Awards fully vest upon retirement for employees that retire at least 12 months after the beginning of the performance period. The awards will be pro-rated for employees that retire within 12 months of the beginning of the performance period.

•	If an employee is terminated for cause, or voluntarily terminates employment without an acceleration event, the RSUs are forfeited on the date of termination.

•	If an employee dies or becomes disabled, unvested RSUs vest in full.

•	If an employee is terminated by the Company other than for cause, a pro-rata portion of the RSU award vests through the termination of employment (vesting does not continue through the severance period).

•	Acceleration Events:

◦	prior to 2014 awards, RSUs vested in full upon an acceleration event; and

◦	in 2014 awards, vesting does not occur until an acceleration event and, within two years, the termination of employment by the Company or by the employee with good reason.

•	Retirement:

◦	Early Retirement (55 years old and 10 years of service): unvested RSUs are pro-rated and vested based on retirement date.

◦	Normal Retirement (65 years old or 62 years old and 10 years of service):

•	prior to 2014 awards, unvested RSUs are pro-rated and vested based on retirement date; and

•	in 2014 awards, unvested RSUs fully vest upon retirement for employees that retire at least 12 months after the grant date. The awards will be pro-rated and vest for employees that retire within 12 months of the beginning of the performance period.

•	If an employee is terminated for cause, or voluntarily terminates employment without an acceleration event, unvested stock options are forfeited on the date of termination.

•	If an employee dies or becomes disabled, all unvested stock options vest in full.

•	If an employee is terminated by the Company other than for cause:

◦	prior to 2014 awards, unvested options at the time of termination of employment are forfeited (the severance period is included as employment); and

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◦	in 2014 awards, vesting does not continue through the severance period.

•	Acceleration Events:

◦	prior to 2014 awards, options vested in full upon an acceleration event; and

◦	in 2014 awards, vesting does not occur until an acceleration event and, within two years, the termination of employment by the Company or by the employee with good reason.

•	Retirement:

◦	Early Retirement (55 years old and 10 years of service): Unvested options are pro-rated and vested based on retirement date.

◦	Normal Retirement (65 years old or 62 years old and 10 years of service):

•	prior to 2014 awards, unvested options are pro-rated and vested based on retirement date; and

•	in 2014 awards, stock options fully vest upon retirement for employees that retire at least 12 months after the grant date. The awards will be pro-rated and vest for employees that retire within 12 months of the grant date.

(3)	No additional ITT Excess Pension Plan payments are made in the event of termination. All benefits under the ITT Excess Pension Plan are payable by Exelis Inc.

(4)

No additional ITT Supplemental Retirement Savings Plan (formally known as the Excess Savings Plan) payments are made in the event of voluntary or involuntary termination, or termination for cause. Amount reflects the additional cash payment representing Company contributions, which would be made following a change of control as described in the Senior Executive Change in Control Severance Pay Plan described elsewhere in this Proxy Statement under the heading “Potential Post-Retirement Compensation.”

(5)	The Company’s Senior Executive Change in Control Severance Pay Plan includes one year of outplacement services. Amounts shown are based on a competitive bid. Assumes outplacement provided under termination not for cause.

(6)

Under Ms. Ramos’ employment agreement, Ms. Ramos will continue to be eligible to participate in Company benefit plans for a period of two years after termination not for cause. Under the Senior Executive Severance Pay Plan, the other NEOs will continue to receive benefits during the Severance period after termination without cause. In the event of a change of control, the NEOs, including Ms. Ramos, are covered under the Company’s Senior Executive Change in Control Severance Pay Plan, which provides for three years of continued health and life insurance benefits.

(7)	Values in this table show the full payments per the applicable plan documents under the potential termination scenarios. In the event of a change of control a “best net” provision would apply, which provides either an unreduced benefit or a reduction in payments sufficient to avoid triggering an excise tax, whichever is better after-tax.

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(1)

Equity compensation plans approved by shareholders include the 2002 ITT Stock Option Plan for Non-Employee Directors, the ITT Amended and Restated 2003 Equity Incentive Plan and the 2011 Omnibus Incentive Plan. Since the approval of the 2011 Omnibus Incentive Plan, no additional awards will be granted under the 2002 ITT Stock Option Plan for Non-Employee Directors or the ITT Amended and Restated 2003 Equity Incentive Plan. Under the 2011 Omnibus Incentive Plan, (i) restricted stock and RSUs may be awarded up to a maximum aggregate grant of 1,875,441 shares or units in any one plan year to any one participant, (ii) performance unit awards and other awards may be awarded up to a maximum aggregate grant of 1,875,441 shares or units and a maximum amount payable of $15 million in any one plan year to any one participant and (iii) stock option awards may be awarded up to a maximum aggregate grant of 9,377,204 shares in any one plan year to any one participant.

(2)	The weighted-average remaining contractual life of the total number of outstanding options was 6.7 years as disclosed in Note 16 to the Consolidated Financial Statements in the Company’s 2014 Annual Report on Form 10-K.

(3)	The weighted-average exercise price pertains only to 1,864,999 outstanding options and not to outstanding restricted stock or restricted stock units, which by their nature have no exercise price.

(4)	As of December 31, 2014, the number of shares available for future issuance under the 2011 Omnibus Incentive Plan with respect to restricted stock and restricted stock unit awards was approximately 17,300,280, which is included in the 39,873,396 disclosed above.

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