Основная статистика
| CIK | 1524471 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Exelis
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| June 8, 2015 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35228 EXELIS INC. (Exact name of registrant as specified in its c |
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| June 8, 2015 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35228 EXELIS INC. (Exact name of registrant as specified in its |
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| June 3, 2015 |
EX-4.1 Exhibit 4.1 SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the ?Company?), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the ?Guaranteeing Subsidiary?), and U.S. BANK NATIONAL ASSOCIATION (as successor to National City Bank), a |
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| June 3, 2015 |
EX-4.2 Exhibit 4.2 SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the ?Company?), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the ?Guaranteeing Subsidiary?), and THE BANK OF NEW YORK MELLON (as successor to Chemical Bank), as truste |
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| June 3, 2015 |
EX-4.3 Exhibit 4.3 SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the ?Company?), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Company (the ?Guaranteeing Subsidiary?), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee |
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| June 3, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2015 EXELIS INC. |
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| June 3, 2015 |
EX-4.4 Exhibit 4.4 SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), dated as of June 2, 2015, among HARRIS CORPORATION (or its permitted successor), a Delaware corporation (the ?Guarantor?), EXELIS INC. (or its permitted successor), an Indiana corporation and a subsidiary of the Guarantor (the ?Company?), and MUFG UNION BANK, N.A. (f/k/a Union Bank, N.A.), as trustee under the Indenture ref |
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| June 3, 2015 |
AMENDED AND RESTATED CODE OF BYLAWS EXELIS INC. (Adopted as of May 29, 2015) ARTICLE 1 EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CODE OF BYLAWS OF EXELIS INC. (Adopted as of May 29, 2015) ARTICLE 1 Identification Section 1.01. Name. The name of the Corporation is Exelis Inc. (hereinafter referred to as the ?Corporation?). Section 1.02. Fiscal Year. The fiscal year of the Corporation shall end on the Friday nearest June 30 unless and until the Board of Directors shall otherwise determi |
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| June 3, 2015 |
ARTICLES OF INCORPORATION EXELIS INC. ARTICLE I EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF EXELIS INC. ARTICLE I Name The name of the corporation is Exelis Inc. (the ?Corporation?). ARTICLE II Registered Office and Registered Agent The street address of the Corporation?s registered office in Indiana is: 251 East Ohio Street, Suite 500, Indianapolis, Indiana 46204. The name of the registered agent of the Corporation at such address is Corpo |
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| May 29, 2015 |
Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-35228 EXELIS RETIREMENT SAVINGS PLAN (Exact name of registr |
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| May 29, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on May 29, 2015. Registration No. 333-183462 Registration No. 333-177605 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183462 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-177605 UNDER THE SECURITIES ACT OF 1933 |
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| May 29, 2015 |
S-8 POS As filed with the Securities and Exchange Commission on May 29, 2015. Registration No. 333-183462 Registration No. 333-177605 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183462 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-177605 UNDER THE SECURITIES ACT OF 1933 |
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| May 27, 2015 |
Form SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD INDIANA 001-35228 45-2083813 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1650 TYSONS BOULEVARD, SUITE 1700, MCLEAN, VIRGINIA 22102 (Address of principal executive offices) (Zip code) SPECIALIZED DISCLOSURE REPORT EXELIS INC. (Exact na |
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| May 27, 2015 |
Exelis Inc. Conflict Minerals Report For The Year Ended December 31, 2014 EX-1.01 Exhibit 1.01 Exelis Inc. Conflict Minerals Report For The Year Ended December 31, 2014 Introduction This Conflict Minerals Report (the ?Report?) of Exelis Inc. has been prepared pursuant to Rule 13p-1 (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2014 to December 31, 2014. The Rule requires U.S. Securities and Exchange C |
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| May 22, 2015 |
Exelis shareholders approve acquisition by Harris Corporation EX-99.1 2 d930209dex991.htm EX-99.1 Exhibit 99.1 Exelis Inc. 703-790-6300 1650 Tysons Blvd. 703-790-6362 Fax Suite 1700 www.exelisinc.com McLean, VA 22102 Investors Media Katy Herr B.J. Talley 703-790-6376 703-790-6349 [email protected] [email protected] Exelis shareholders approve acquisition by Harris Corporation MCLEAN, Va., May 22, 2015 – Exelis Inc. (NYSE: XLS) announced toda |
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| May 22, 2015 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2015 EXELIS INC. |
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| May 18, 2015 |
425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| May 12, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2015 EXELIS INC. |
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| May 12, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2015 EXELIS INC. |
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| May 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2015 HARRIS CORPORATION (Exact name of Registrant as specified in its charter) Delaware 1-3863 34-0276860 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 8, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2015 EXELIS INC. |
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| May 8, 2015 |
EX-99.1 2 d923557dex991.htm EX-99.1 Exhibit 99.1 Exelis Inc. 703.790.6300 1650 Tysons Blvd. 703.790.6360 Fax Suite 1700 www.exelisinc.com McLean, VA 22102 To: Directors and Executive Officers of Exelis Inc. From: Ann D. Davidson, Corporate Secretary Date: May 8, 2015 Re: Notice Regarding Possible Blackout Period and Regulation BTR Trading Restrictions The purpose of this notice is to inform you of |
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| May 7, 2015 |
425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Employee Questions & Answers May 7, 2015 The following Questions and Answers (Q&A) provide information related to the Harris acquisition announcement |
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| May 7, 2015 |
425 1 d922896d425.htm 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Harris Transaction Executive Update Briefing May 7, 2015 Transaction overview & value proposition Strengthens core franchises B |
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| May 6, 2015 |
Management Briefing Proposed Exelis merger May 7, 2015 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| May 6, 2015 |
Amended and Restated Exelis Inc. Annual Incentive Plan For Executive Officers EX-10.02 2 xls-2015331xexhibit1002.htm EXHIBIT 10.02 EXHIBIT 10.2 Amended and Restated Exelis Inc. Annual Incentive Plan For Executive Officers 1. Purpose The purpose of this Exelis Inc. Annual Incentive Plan for Executive Officers (the “Incentive Plan”) is to provide incentive compensation in the form of a cash award to executive officers of Exelis Inc. (the “Company”) for achieving specific pre- |
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| May 6, 2015 |
Exelis 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| May 6, 2015 |
Exelis reports first quarter 2015 financial results Exhibit 99.1 Exelis reports first quarter 2015 financial results Revenue from continuing operations increases 5 percent over the first quarter of 2014 Operating margin from continuing operations increases 400bps to 13.2 percent; C4ISR segment operating income increases 85% over the first quarter of 2014 Earnings per share from continuing operations up 55 percent over the first quarter of 2014 MCLE |
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| May 6, 2015 |
EX-12 3 xls-2015331xexhibit12.htm EXHIBIT 12 EXHIBIT 12 EXELIS INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Three months ended March 31, Year Ended December 31, (IN MILLIONS, EXCEPT RATIO) 2015 2014 2013 2012 2011 2010 Earnings Income from continuing operations before income tax expense $ 95 $ 365 $ 288 $ 392 $ 432 $ 651 Add Fixed Charges Interest expense 9 37 37 37 10 — Interest compone |
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| May 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2015 EXELIS INC. |
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| May 5, 2015 |
Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| April 29, 2015 |
Rule 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 April 29, 2015 To All Exelis Employees, It has been nearly three months since the proposed union of Harris and Exelis was announced, and the tea |
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| April 29, 2015 |
425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| April 28, 2015 |
425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Employee Questions & Answers April 28, 2015 The following Questions and Answers (Q&A) provide information related to the Harris acquisition announcem |
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| April 24, 2015 |
DEFM14A 1 d914271ddefm14a.htm DEFM 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ |
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| April 23, 2015 |
Harris LIVE FILING (Prospectus) HARRIS CORPORATION (Form: 8-K) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 23, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2015 EXELIS INC. |
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| April 23, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2015 EXELIS INC. |
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| April 21, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2015 HARRIS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-3863 34-0276860 (State or other jurisdiction of incorporation) (Commission File |
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| April 21, 2015 |
EX-99.1 2 d910802dex991.htm EX-99.1 Exhibit 99.1 Harris Corporation Reports Preliminary Fiscal 2015 Third Quarter Results Releasing Preliminary Third Quarter Results Expands Timing Options for Permanent Debt Financing for Exelis Acquisition MELBOURNE, Florida, April 21, 2015 — Harris Corporation (NYSE:HRS) today announced preliminary financial results for the third quarter of fiscal 2015 in order |
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| April 17, 2015 |
425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| March 30, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2015 EXELIS INC. |
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| March 30, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 24, 2015 EXELIS INC. |
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| March 24, 2015 |
425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 FINANCIAL HIGHLIGHTS The following table presents historical selected financial data derived from our Consolidated and Combined Financial Statements, |
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| March 17, 2015 |
425 ?Submit a Question? Section: General Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| March 13, 2015 |
425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Employee Questions & Answers March 13, 2015 The following Questions and Answers (Q&A) provide information related to the Harris acquisition announcem |
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| March 3, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| March 3, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 27, 2015 |
XLS / Exelis 425 - Merger Prospectus - 425 425 Exelis Inc. Fourth Quarter/Full-Year 2014 Results February 27, 2015 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Safe Harbor Statement “Safe Harbor” Statement under the Private Securities Litiga |
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| February 27, 2015 |
Exelis Inc. Fourth Quarter/Full‐Year 2014 Results February 27, 2015 Exhibit 99.2 Exelis Inc. Fourth Quarter/Full‐Year 2014 Results February 27, 2015 Safe Harbor Statement “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995 This communication contains “forward‐looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the |
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| February 27, 2015 |
XLS / Exelis 425 - Merger Prospectus - 425 425 1 d883625d425.htm 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 February 27, 2015 To All Exelis Employees, This morning, we released our full-year financial results for 2014. In light of the |
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| February 27, 2015 |
XLS / Exelis 425 - Merger Prospectus - 425 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Exelis Inc. 703-790-6300 1650 Tysons Blvd. 703-790-6362 Fax Suite 1700 www.exelisinc.com McLean, VA 22102 Investors Media Katy Herr B.J. Talley 703-7 |
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| February 27, 2015 |
Exelis reports fourth-quarter and full-year 2014 financial results Exhibit 99.1 Exelis reports fourth-quarter and full-year 2014 financial results Book-to-bill ratio of greater than 1.0x; Revenue from international customers up 11 percent over full-year 2013 Fourth quarter earnings from continuing operations up 43 percent over same period in 2013; Full-year earnings from continuing operations up 29 percent over 2013 Year-end cash position of $510 million MCLEAN, |
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| February 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2015 EXELIS INC. |
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| February 20, 2015 |
XLS / Exelis 425 - Merger Prospectus - 425 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Employee Questions & Answers February 19, 2015 The following Questions and Answers (Q&A) provide information related to the Harris acquisition announ |
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| February 19, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Barclays Industrial Select Conference February 19, 2015 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 19, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 13, 2015 |
XLS / Exelis 425 - Merger Prospectus - 425 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 February 13, 2015 To All Exelis Employees, It’s been a full week since the announcement of Harris Corporation’s planned acquisition of Exelis Inc., s |
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| February 11, 2015 |
XLS / Exelis / VANGUARD GROUP INC Passive Investment exelisinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Exelis Inc Title of Class of Securities: Common Stock CUSIP Number: 30162A108 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate box to designate th |
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| February 9, 2015 |
EX-2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among EXELIS INC., HARRIS CORPORATION and HARRIS COMMUNICATION SOLUTIONS (INDIANA), INC. Dated as of February 5, 2015 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and By-Laws of the Surviving Corporation 2.1. The A |
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| February 9, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 5, 2015 HARRIS CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-3863 34-0276860 (State of Incorporation) (Commission File Number) (IRS Employe |
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| February 9, 2015 |
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 EX-10.1 Exhibit 10.1 EXECUTION VERSION Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 February 5, 2015 Harris Corporation 1025 West NASA Blvd. Melbourne, FL 32919 Attention: Miguel Lopez, Chief Financial Officer Ladies and Gentlemen: Project Maple $3.4 Billion Bridge Facility Commitment Letter You (“you” or the “Borrower”) have advised Morgan Stanley Senior Funding, Inc |
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| February 6, 2015 |
EX-2.1 2 d868549dex21.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among EXELIS INC., HARRIS CORPORATION and HARRIS COMMUNICATION SOLUTIONS (INDIANA), INC. Dated as of February 5, 2015 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and By-Laws of the S |
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| February 6, 2015 |
XLS / Exelis 425 - Merger Prospectus - FORM 425 Form 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 The Acquisition of Exelis – An Overview Executive Leadership Meeting October 2, 2013 Dave Melcher CEO & President Exelis Inc. Proprietary and Co |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 - LETTER FROM BILL BROWN 425 - Letter from Bill Brown Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 1 d867230d425.htm 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No.: 001-35228 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomso |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 - HARRIS EMPLOYEE FAQS 425 - Harris Employee FAQs Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
XLS / Exelis 425 - Merger Prospectus - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2015 EXELIS INC. |
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| February 6, 2015 |
Entry into a Material Definitive Agreement, Results of Operations and Financial Condition 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 5, 2015 EXELIS INC. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 - LETTER TO HARRIS SUPERVISORS 425 - Letter to Harris Supervisors Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 - MAPLE FACT SHEET 425 - Maple Fact Sheet Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
XLS / Exelis 425 - Merger Prospectus - FORM 425 Form 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 Employee Questions & Answers The following Questions and Answers (Q&A) provide information related to the acquisition announcement. We will prov |
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| February 6, 2015 |
XLS / Exelis 425 - Merger Prospectus - FORM 425 Form 425 Filed by Exelis Inc. Commission File No. 001-35228 Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Exelis Inc. Commission File No. 001-35228 February 6, 2015 To All Exelis Employees, In a press release earlier this morning, Harris Corporation announced that it has entered into a defin |
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| February 6, 2015 |
Exhibit 2.1 Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and among EXELIS INC., HARRIS CORPORATION and HARRIS COMMUNICATION SOLUTIONS (INDIANA), INC. Dated as of February 5, 2015 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 1 1.2. Closing 1 1.3. Effective Time 2 ARTICLE II Articles of Incorporation and By-Laws of the Surviving Corporation 2.1. |
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| February 6, 2015 |
425 - Talking Points for Harris Supervisors Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 - MEDIA FAQ 425 - Media FAQ Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
LHX / L3Harris Technologies, Inc. 425 - Merger Prospectus - 425 425 Filed by: Harris Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Exelis Inc. |
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| February 6, 2015 |
Harris Corporation to Acquire Exelis – Complementary, Adds Scale and Strengthens Core Franchises EX-99.1 3 d868549dex991.htm EXHIBIT 99.1 Exhibit 99.1 Harris Corporation to Acquire Exelis – Complementary, Adds Scale and Strengthens Core Franchises MELBOURNE, Florida and MCLEAN, Virginia, February 6, 2015 — Harris Corporation (NYSE:HRS) and Exelis, Inc. (NYSE:XLS) today announced a definitive agreement under which Harris will acquire Exelis in a cash and stock transaction valued at $23.75 per |
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| February 6, 2015 |
Harris Corporation to Acquire Exelis – Complementary, Adds Scale and Strengthens Core Franchises Exhibit 99.1 Exhibit 99.1 Harris Corporation to Acquire Exelis – Complementary, Adds Scale and Strengthens Core Franchises MELBOURNE, Florida and MCLEAN, Virginia, February 6, 2015 — Harris Corporation (NYSE:HRS) and Exelis, Inc. (NYSE:XLS) today announced a definitive agreement under which Harris will acquire Exelis in a cash and stock transaction valued at $23.75 per share, or an approximately $ |
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| December 23, 2014 |
EX-10.1 EXHIBIT 10.1 EXECUTION VERSION FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of December 23, 2014 among EXELIS INC., THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent BARCLAYS BANK PLC, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., MIZUHO BANK, LTD., SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION |
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| December 23, 2014 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 EXELIS INC. |
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| November 12, 2014 |
Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2014 EXELIS INC. |
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| November 12, 2014 |
EX-99.1 2 d817485dex991.htm EXHIBIT 99.1 Exhibit 99.1 Exelis Inc. 703 790 6300 1650 Tysons Blvd. 703 790 6360 Fax Suite 1700 www.exelisinc.com McLean, VA 22102 To: Directors and Executive Officers of Exelis Inc. From: Ann D. Davidson, Corporate Secretary Date: November 11, 2014 Re: Notice Regarding Exelis Trading Restrictions During 401(k) Plan Blackout Periods The purpose of this notice is to inf |
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| November 4, 2014 |
Exhibit 99.1 \ https://www.sec.gov/Archives/edgar/data/1524471/000115752314004325/ExelisorangePPTfooter.png https://www.sec.gov/Archives/edgar/data/1524471/000115752314004325/ExelisorangePPTfooter.png Investor and Analyst Meeting November 4, 2014 https://www.sec.gov/Archives/edgar/data/1524471/000115752314004325/ExelisorangePPTfooter.png https://www.sec.gov/Archives/edgar/data/1524471/000115752314 |
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| November 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2014 EXELIS INC. |
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| October 31, 2014 |
Exelis reports third-quarter 2014 financial results; revises full-year guidance Exhibit 99.1 Exelis reports third-quarter 2014 financial results; revises full-year guidance $1.5 billion in funded orders in the quarter and funded backlog increase of 15 percent over the second quarter of 2014 C4ISR segment revenue increases year-over-year for second consecutive quarter 2014 full-year guidance revised to reflect successful spin-off of Vectrus MCLEAN, Va.-(BUSINESS WIRE)-October |
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| October 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2014 EXELIS INC. |
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| October 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2014 EXELIS INC. |
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| October 31, 2014 |
Exhibit 99.2 Third Quarter 2014 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer October 31, 2014 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward‐looking statements intended to qualify |
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| October 31, 2014 |
Exhibit 99.2 Third Quarter 2014 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer October 31, 2014 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward-looking statements intended to qualify |
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| September 29, 2014 |
EX-10.1 Exhibit 10.1 EMPLOYEE MATTERS AGREEMENT by and between EXELIS INC. and VECTRUS, INC. dated as of September 25, 2014 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Interpretation 9 Article II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES 11 Section 2.1. General Principles 11 Section 2.2. Service Credit 12 Section 2.3. Plan Administration 12 Section |
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| September 29, 2014 |
EX-10.3 Exhibit 10.3 MASTER TRANSITION SERVICES AGREEMENT This Master Transition Services Agreement (this “Agreement”) is entered into as of September 25, 2014, between Exelis Inc., an Indiana corporation (“Exelis”) and Vectrus, Inc., an Indiana corporation (“Vectrus”). Each of Exelis and Vectrus is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used |
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| September 29, 2014 |
Exelis successfully completes spin-off of Vectrus, Inc. EX-99.1 Exelis Inc. 1650 Tysons Blvd. Suite 1700 McLean, VA 22102 703-790-6300 703-790-6362 Fax www.exelisinc.com Investors Katy Herr 703-790-6376 [email protected] Media B.J. Talley 703-790-6349 [email protected] Exelis successfully completes spin-off of Vectrus, Inc. MCLEAN, Va., Sept. 27, 2014 – Exelis (NYSE: XLS) today completed the previously announced separation of its forme |
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| September 29, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2014 EXELIS INC. |
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| September 29, 2014 |
EX-10.2 Exhibit 10.2 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT is dated as of September 25, 2014, by and among Exelis Inc., an Indiana corporation (“Exelis”), Vectrus, Inc., an Indiana corporation (“Vectrus” and, together with Exelis, the “Parties”, and each individually, a “Party”), Exelis Systems Corporation, a Delaware corporation (“Systems”) (solely for the purposes of Section 4.5(b) an |
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| September 29, 2014 |
EX-10.4 Exhibit 10.4 TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS This TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS (this “Agreement”) dated September 25, 2014 by and between EXELIS INC., an Indiana corporation (“EXELIS”) and VECTRUS, INC., an Indiana corporation (“Vectrus”; and together with EXELIS, the “Parties”, and each individually a “Party”) shall become effective as of the Distr |
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| September 29, 2014 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On September 27, 2014, Exelis Inc. (Exelis or the Company) completed the previously announced spin-off of Vectrus, Inc. (Vectrus), its former Mission Systems business, through a pro rata distribution to the Companys shareholders of one share of Vectrus common stock for every 18 shares of the Companys comm |
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| September 29, 2014 |
EX-2.1 Exhibit 2.1 DISTRIBUTION AGREEMENT by and between EXELIS INC. and VECTRUS, INC. Dated as of September 25, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 2 Section 1.1. General 2 Section 1.2. References; Interpretation 19 ARTICLE II THE SEPARATION 19 Section 2.1. General 19 Section 2.2. Restructuring: Transfer of Assets; Assumption of Liabilities 20 Section 2.3. Treatme |
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| September 29, 2014 |
EX-10.5 Exhibit 10.5 TECHNOLOGY LICENSE AGREEMENT This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) dated September 25, 2014 by and among EXELIS INC., an Indiana corporation (“Exelis”), and VECTRUS, INC., an Indiana corporation (“Vectrus”, Exelis and Vectrus, each a “Party”) shall become effective as of the Distribution Date. WHEREAS, pursuant to the Distribution Agreement, dated September 25, |
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| September 8, 2014 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2014 EXELIS INC. |
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| September 8, 2014 |
EX-99.1 Exhibit 99.1 Exelis Inc. 703-790-6300 1650 Tysons Blvd. 703-790-6362 Fax Suite 1700 www.exelisinc.com McLean, VA 22102 Investors Media Katy Herr B.J. Talley 703-790-6376 703-790-6349 [email protected] [email protected] Exelis board of directors approves spin-off of Vectrus as separate, publicly traded company; sets record and distribution dates • Record date September 18, |
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| August 1, 2014 |
Exhibit 99.2 Second Quarter 2014Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer August 1, 2014 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward-looking statements intended to qualify fo |
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| August 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2014 EXELIS INC. |
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| August 1, 2014 |
Exelis reports second-quarter 2014 financial results Exhibit 99.1 Exelis reports second-quarter 2014 financial results $1.2 billion in funded orders in the quarter and funded backlog increase of 17 percent over the second quarter of 2013 C4ISR segment operating income up 50 percent from the second quarter of 2013; up 60 percent excluding spin-off-related items Mission Systems spin-off progressing toward completion in late summer/early fall 2014 MCLE |
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| June 25, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) X Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2013 OR Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35228 A. Full title of the plan and the address o |
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| May 30, 2014 |
SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT EXELIS INC. (Exact name of the registrant as specified in its charter) INDIANA 001-35228 45-2083813 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1650 TYSONS BOULEVARD, SUITE 1700, MCLEAN, VIRGINIA 22102 (Addres |
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| May 30, 2014 |
Exelis Inc. Conflict Minerals Report For The Year Ended December 31, 2013 EX-1.02 Exhibit 1.02 Exelis Inc. Conflict Minerals Report For The Year Ended December 31, 2013 Introduction This Conflict Minerals Report (the “Report”) of Exelis Inc. has been prepared pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013. The Rule requires U.S. Securities and Exchange C |
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| May 9, 2014 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 EXELIS INC. |
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| May 9, 2014 |
AMENDED AND RESTATED ARTICLES OF INCORPORATION EXELIS INC. ARTICLE FIRST EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION of EXELIS INC. ARTICLE FIRST The name of the corporation is Exelis Inc. (the “Corporation”). ARTICLE SECOND The address of the registered office of the Corporation in the State of Indiana is 251 East Ohio Street, Suite 1100, Indianapolis, Indiana 46204. The name of the registered agent of the Corporation at such address is The Corpo |
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| May 9, 2014 |
AMENDED AND RESTATED BY-LAWS Exelis Inc. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS of Exelis Inc. 1. SHAREHOLDERS. 1.1. Place of Shareholders’ Meetings. All meetings of the shareholders of Exelis Inc. (the “Corporation”) shall be held at such place or places, within or outside the state of Indiana, as may be fixed by the Corporation’s Board of Directors (the “Board”, and each member thereof a “Director”) from time to time or as sha |
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| May 2, 2014 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2014 EXELIS INC. |
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| May 2, 2014 |
Exhibit 99.1 Exelis reports first-quarter 2014 financial results, confirms 2014 guidance and provides update on Vectrus spin-off Earnings increase 17 percent and adjusted earnings, excluding Vectrus spin-off costs, increase 26 percent over same period in 2013 $1 billion in orders in the quarter and funded backlog increase of 21 percent over the first quarter of 2013 C4ISR segment orders increase 1 |
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| May 2, 2014 |
Exhibit 99.2 First Quarter 2014 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer May 2, 2014 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward‐looking statements intended to qualify for t |
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| March 27, 2014 |
ADDITIONAL MATERIALS SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box; ¨ Preliminary Proxy Statement ¨ Definitive Proxy Statement x 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)) Exelis Inc. |
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| March 26, 2014 |
Definitive Proxy Statement Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box; ¨ Preliminary Proxy Statement x 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)) Exelis Inc. |
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| March 10, 2014 |
EX-10.03 4 d686271dex1003.htm EX-10.03 Exhibit 10.03 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED NON-QUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and [name] (the “Optionee”), WITNESSETH: WHEREAS, the Optionee is now employed by the Company or an Affiliate (as defined in the Com |
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| March 10, 2014 |
8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2014 EXELIS INC. |
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| March 10, 2014 |
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED TSR AWARD AGREEMENT EX-10.04 Exhibit 10.04 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED TSR AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and «FirstName» «LastName» (the “Participant”), WITNESSETH: WHEREAS, the Participant is now employed by the Company as an employee, and in recognition of the Participant’s valued servic |
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| March 10, 2014 |
EX-10.01 Exhibit 10.01 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (Stock Settled) THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH: WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined in the Company’s 2011 Omnibus Incenti |
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| March 10, 2014 |
Preliminary Proxy Statement Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box; þ Preliminary Proxy Statement ¨ 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)) Exelis Inc. |
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| March 10, 2014 |
EX-10.02 Exhibit 10.02 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT (Cash Settled) THIS AGREEMENT (the “Agreement”), effective as of the day of , , by and between Exelis Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH: WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined in the Company’s 2011 Omnibus Incentiv |
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| February 28, 2014 |
XLS-2013.12.31-10K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K ANNUAL REPORT ( Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from to Commission Fil |
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| February 28, 2014 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2014 EXELIS INC. |
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| February 28, 2014 |
Exhibit 99.2 Fourth Quarter / Full‐Year 2013 David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer February 28, 2013 Safe Harbor Statement Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward‐looking statements intended to qualify for the |
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| February 28, 2014 |
Exhibit 99.1 Exelis reports fourth-quarter and full-year 2013 financial results; provides financial guidance for 2014 $5.3 billion in 2013 orders, a 10 percent increase over full-year 2012 2013 funded backlog increased to $3.4 billion, a 17 percent increase over full-year 2012 Full-year 2013 earnings of $1.46 per share; adjusted earnings of $1.50 per share Funded status of pension improves by more |
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| February 13, 2014 |
XLS / Exelis / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Exelis Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30162A108 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule is file |
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| February 12, 2014 |
XLS / Exelis / VANGUARD GROUP INC Passive Investment exelisinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Exelis Inc Title of Class of Securities: Common Stock CUSIP Number: 30162A108 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate th |
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| February 4, 2014 |
XLS / Exelis / VANGUARD WINDSOR FUNDS Passive Investment exelisinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:2)* Name of issuer: Exelis Inc Title of Class of Securities: Common Stock CUSIP Number: 30162A108 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designate the |
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| December 12, 2013 |
Regulation FD Disclosure, Financial Statements and Exhibits Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2013 EXELIS INC. |
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| December 12, 2013 |
Exelis announces plan to spin off a new publicly traded military and government services company EX-99.1 Exhibit 99.1 Exelis Inc. 1650 Tysons Blvd Suite 1700 McLean, VA 22102 703-790-6300 www.exelisinc.com Investors Media Katy Herr B.J. Talley 703-790-6376 703-790-6349 [email protected] [email protected] Exelis announces plan to spin off a new publicly traded military and government services company • Focuses portfolio on higher margin strategic growth platforms • Better alig |
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| December 12, 2013 |
Spin-off of Mission Systems Business Area EX-99.2 Exelis Spin-off of Mission Systems Business Area Investor Presentation December 12, 2013 Exhibit 99.2 Safe Harbor Statement The forward-looking statements in this presentation are made as of the date hereof and the company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, forward-looking state |
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| November 1, 2013 |
Exelis announces third-quarter 2013 financial results EX-99.1 2 a50741711ex991.htm EXHIBIT 99.1 Exhibit 99.1 Exelis announces third-quarter 2013 financial results Operating margin expands 120 basis points from third-quarter 2012 Funded orders up 48 percent from third-quarter 2012 Enterprise book-to-bill ratio for the quarter was 1.7-to-1 MCLEAN, Va.-(BUSINESS WIRE)-November 1, 2013-Exelis (NYSE: XLS) today reported third-quarter 2013 revenue of $1.1 |
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| November 1, 2013 |
Exhibit 99.2 Third Quarter 2013 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer November 1, 2013 Safe Harbor Statement 2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward-looking statements intended to qualif |
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| November 1, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2013 EXELIS INC. |
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| August 2, 2013 |
Exhibit 99.2 Second Quarter 2013 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer August 2, 2013 Exelis Safe Harbor Statement 2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward‐looking statements intended to |
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| August 2, 2013 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2013 EXELIS INC. |
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| August 2, 2013 |
Exelis reports second-quarter 2013 financial results; reaffirms full-year guidance Exhibit 99.1 Exelis reports second-quarter 2013 financial results; reaffirms full-year guidance Orders up 14 percent from second-quarter 2012 on strength in C4ISR segment Information and Technical Services segment operating income up 47 percent from 2012 Funded status of pension improves more than 10 percent MCLEAN, Va.-(BUSINESS WIRE)-August 2, 2013-ITT Exelis (NYSE: XLS) reported second-quarter |
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| July 23, 2013 |
Correspondence Greg Kudla Exelis Inc. 703-790-6369 Page 1 of 5 Corporate Vice President 1650 Tysons Blvd 703-790-6362 Fax and Chief Accounting Suite 1700 [email protected] Officer McLean, VA 22102 www.exelisinc.com July 23, 2013 Via EDGAR Mr. Larry Spirgel Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20 |
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| July 1, 2013 |
CORRESP Greg Kudla Corporate Vice President and Chief Accounting Officer Exelis Inc. |
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| June 21, 2013 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) X Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2012 OR Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35228 A. Full title of the plan and the address o |
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| May 30, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2013 EXELIS INC. |
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| May 9, 2013 |
Submission of Matters to a Vote of Security Holders Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2013 EXELIS INC. |
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| May 3, 2013 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2013 EXELIS INC. |
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| May 3, 2013 |
Exhibit 99.2 First Quarter 2013 Earnings Presentation David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer May 3, 2013 ITT Exelis Safe Harbor Statement 2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward‐looking statements intended to |
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| May 3, 2013 |
Exelis reports first-quarter 2013 financial results; reaffirms 2013 forecast Exhibit 99.1 Exelis reports first-quarter 2013 financial results; reaffirms 2013 forecast Revenue and earnings results in line with company expectations Corporate restructuring initiative on-plan Program performance driving improved operating income in Information and Technical Services segment MCLEAN, Va.-(BUSINESS WIRE)-May 3, 2013-ITT Exelis (NYSE: XLS) reported first-quarter 2013 financial res |
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| March 27, 2013 |
DEF 14A Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box; ¨ 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)) Exelis Inc. |
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| March 27, 2013 |
- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box; ¨ Preliminary Proxy Statement ¨ Definitive Proxy Statement x 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)) Exelis Inc. |
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| March 1, 2013 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2013 EXELIS INC. |
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| March 1, 2013 |
Exhibit 99.2 Fourth Quarter / Full-Year 2012 David Melcher President and Chief Executive Officer Peter Milligan Senior Vice President and Chief Financial Officer March 1, 2013 Safe Harbor Statement 2 Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Some of the information included herein includes forward-looking statements intended to qualify for the sa |
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| March 1, 2013 |
Exelis reports fourth-quarter and full-year 2012 financial results; provides 2013 outlook Exhibit 99.1 Exelis reports fourth-quarter and full-year 2012 financial results; provides 2013 outlook Fourth-quarter 2012 earnings of $0.45 per share; Adjusted fourth-quarter 2012 earnings of $0.47 per share Full-year 2012 adjusted earnings of $1.85 per share 2012 free cash flow of $285 million MCLEAN, Va.-(BUSINESS WIRE)-March 1, 2013-ITT Exelis (NYSE: XLS) reported 2012 financial results for th |
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| February 14, 2013 |
XLS / Exelis / VANGUARD WINDSOR FUNDS Passive Investment exelisincamd1.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:1 )* Name of issuer: Exelis Inc Title of Class of Securities: Common Stock CUSIP Number: 30162A108 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate |
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| February 12, 2013 |
XLS / Exelis / VANGUARD GROUP INC Passive Investment exelisinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Exelis Inc Title of Class of Securities: Common Stock CUSIP Number: 30162A108 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate th |
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| February 11, 2013 |
XLS / Exelis / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Exelis, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30162A108 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule is fil |
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| January 30, 2013 |
XLS / Exelis / VANGUARD WINDSOR FUNDS Passive Investment exelisinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: Exelis Inc Title of Class of Securities: Common Stock CUSIP Number: 30162A108 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropriate box to designate the |
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| January 18, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2013 EXELIS INC. |
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| January 18, 2013 |
SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY Separation Agreement and Complete Release of Liability Exhibit 99.1 SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY Michael R. Wilson and Exelis Inc. have reached the following Agreement. In this Agreement, “Employee” refers to Michael R. Wilson and the “Company” refers to Exelis Inc. or, as applicable, a division or subsidiary of Exelis Inc. 1. Benefits. Employee has advised the Company th |
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| January 2, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2013 EXELIS INC. |
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| November 28, 2012 |
Presentation slides issued by Exelis Inc on November 28, 2012 Exelis Inc. 2012 Credit Suisse Aerospace & Defense Investor Conference David F. Melcher, Chief Executive Officer & President Peter Milligan, Chief Financial Officer and Senior Vice President November 28, 2012 Exhibit 99.1 SAFE HARBOR STATEMENT Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): |
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| November 28, 2012 |
Regulation FD Disclosure - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2012 EXELIS INC. |
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| November 2, 2012 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2012 EXELIS INC. |
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| November 2, 2012 |
Exhibit 99.2 Third Quarter 2012 Earnings Call November 2, 2012 Dave Melcher Chief Executive Officer and President Peter Milligan Chief Financial Officer SAFE HARBOR STATEMENT Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability establ |
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| November 2, 2012 |
Exelis reports third-quarter 2012 financial results; maintains 2012 full-year outlook EX-99.1 2 a50463793ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Exelis reports third-quarter 2012 financial results; maintains 2012 full-year outlook $1.3 billion in orders for third quarter 2012, strongest quarter year-to-date Earnings of $0.47 per share, adjusted earnings of $0.45 per share Third quarter free cash flow of $167 million MCLEAN, Va.-(BUSINESS WIRE)-November 2, 2012-ITT Exelis (NYSE: XLS) t |
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| August 21, 2012 |
Form S-8 As filed with the Securities and Exchange Commission on August 21, 2012. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Exelis Inc. (Exact name of registrant as specified in its charter) Indiana 45-2083813 (State or other jurisdiction of incorporation or organization) (I.R.S. Em |
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| August 21, 2012 |
Exelis Inc. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED ESTABLISHMENT, PURPOSE, AND DURATION Amended and Restated Exelis Inc. 2011 Omnibus Incentive Plan Exhibit 4.3 Exelis Inc. 2011 OMNIBUS INCENTIVE PLAN AS AMENDED AND RESTATED ESTABLISHMENT, PURPOSE, AND DURATION Establishment. Exelis Inc., an Indiana corporation (hereinafter referred to as the “Company”), amends and restates the established incentive compensation plan known as the 2011 Omnibus Incentive Plan (hereinafter referred to a |
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| August 3, 2012 |
Exhibit 99.2 Second Quarter 2012 Earnings Call August 3, 2012 Dave Melcher Chief Executive Officer and President Peter Milligan Chief Financial Officer SAFE HARBOR STATEMENT Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability establi |
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| August 3, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2012 EXELIS INC. |
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| August 3, 2012 |
Exelis Reports Solid Second-Quarter 2012 Financial Results; Maintains 2012 Full-Year Outlook Exhibit 99.1 Exelis Reports Solid Second-Quarter 2012 Financial Results; Maintains 2012 Full-Year Outlook Earnings per share of $0.46, up 10 percent from same period in 2011 Adjusted operating margin for the quarter was 10.7 percent, up 180 basis points from 2011 New orders were $1.2 billion, an increase of 7 percent over second-quarter 2011 MCLEAN, Va.-(BUSINESS WIRE)-August 3, 2012-ITT Exelis (N |
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| July 20, 2012 |
Response letter of Exelis Inc. Exhibit 99.1 David F. Melcher Exelis Inc. 703 790 6301 Chief Executive Officer 1650 Tysons Boulevard 703 790 6361 Fax and President Suite 1700 [email protected] McLean, VA 22102 www.exelisinc.com July 20, 2012 The Honorable John McCain The Honorable Joseph Lieberman The Honorable James M. Inhofe The Honorable Saxby Chambliss The Honorable Kelly Ayotte The Ho |
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| July 20, 2012 |
Financial Statements and Exhibits, Other Events - FORM 8-K Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2012 EXELIS INC. |
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| July 10, 2012 |
SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY Separation Agreement and Complete Release of Liability Exhibit 10.1 SEPARATION AGREEMENT AND COMPLETE RELEASE OF LIABILITY Christopher C. Bernhardt and Exelis Inc. have reached the following Agreement. In this Agreement, “Employee” refers to Christopher C. Bernhardt and the “Company” refers to Exelis Inc. or, as applicable, the subsidiary of Exelis Inc. that formally employs Employee. 1. Benefits. |
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| July 10, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2012 EXELIS INC. |
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| June 25, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2012 EXELIS INC. |
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| June 22, 2012 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 11-K (Mark One) x Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011 OR ¨ Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35228 A. Full title of the p |
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| June 21, 2012 |
Form 11-K Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) x Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2011 OR ¨ Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number 001-35228 A. Full title |
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| June 13, 2012 |
Prospectus Table of Contents Filed Pursuant to Rule 424(b)3 Registration No. 333-181682 PROSPECTUS EXELIS INC. Offers to Exchange (the “exchange offers”) $250,000,000 aggregate principal amount of its 4.250% Senior Notes due 2016 (the “2016 exchange notes”) and $400,000,000 aggregate principal amount of its 5.550% Senior Notes due 2021 (the “2021 exchange notes” and, together with the 2016 exchang |
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| June 1, 2012 |
Table of Contents As filed with the Securities and Exchange Commission on June 1, 2012 Registration No. |
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| May 25, 2012 |
EXELIS INC. 5.550% SENIOR NOTES DUE 2021 Form of Exelis Inc. Global Exchange Note for the 5.550% Senior Notes due 2021 Exhibit 4.6 UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR D |
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| May 25, 2012 |
Form of Notice of Guaranteed Delivery Exhibit 99.4 EXELIS INC. NOTICE OF GUARANTEED DELIVERY OFFERS TO EXCHANGE $250,000,000 PRINCIPAL AMOUNT OF ITS 4.250% SENIOR NOTES DUE 2016 AND $400,000,000 PRINCIPAL AMOUNT OF ITS 5.550% SENIOR NOTES DUE 2021, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 4.250% SENIOR NOTES DUE 2016 A |
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| May 25, 2012 |
Form of Letter to Brokers, Dealers,Commercial Banks,Trust Companies and Nominees Exhibit 99. |
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| May 25, 2012 |
EXELIS INC. 4.250% SENIOR NOTES DUE 2016 Form of Exelis Inc. Global Exchange Note for the 4.250% Senior Notes due 2016 Exhibit 4.5 UNLESS AND UNTILTHIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“DTC”) TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DE |
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| May 25, 2012 |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 Exhibit 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 25, 2012 |
Form of Letter of Transmittal Exhibit 99.1 EXELIS INC. LETTER OF TRANSMITTAL OFFERS TO EXCHANGE $250,000,000 PRINCIPAL AMOUNT OF ITS 4.250% SENIOR NOTES DUE 2016 AND $400,000,000 PRINCIPAL AMOUNT OF ITS 5.550% SENIOR NOTES DUE 2021, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 4.250% SENIOR NOTES DUE 2016 AND ITS OUTSTANDI |
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| May 25, 2012 |
Form S-4 Table of Contents As filed with the Securities and Exchange Commission on May 25, 2012 Registration No. |
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| May 25, 2012 |
Form of Letter to Clients Exhibit 99.3 EXELIS INC. OFFERS TO EXCHANGE $250,000,000 PRINCIPAL AMOUNT OF ITS 4.250% SENIOR NOTES DUE 2016 AND $400,000,000 PRINCIPAL AMOUNT OF ITS 5.550% SENIOR NOTES DUE 2021, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED 4.250% SENIOR NOTES DUE 2016 AND ITS OUTSTANDING UNREGISTERED 5.550% SEN |
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| May 11, 2012 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2012 EXELIS INC. |
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| May 11, 2012 |
AMENDED AND RESTATED BY-LAWS Exelis Inc. Amended and Restated By-laws of Exelis Inc. AMENDED AND RESTATED BY-LAWS of Exelis Inc. 1. SHAREHOLDERS. 1.1. Place of Shareholders’ Meetings. All meetings of the shareholders of Exelis Inc. (the “Corporation”) shall be held at such place or places, within or outside the state of Indiana, as may be fixed by the Corporation’s Board of Directors (the “Board”, and each member thereof a “Director”) fr |
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| May 4, 2012 |
Exhibit 99.2 First Quarter 2012 Earnings Call May 4, 2012 Dave Melcher Chief Executive Officer and President Peter Milligan Chief Financial Officer SAFE HARBOR STATEMENT Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking statements intended to qualify for the safe harbor from liability established |
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| May 4, 2012 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2012 EXELIS INC. |
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| May 4, 2012 |
Exhibit 99.1 Exelis Reports Solid First-Quarter 2012 Financial Results Driven by Growth in Revenue and Operating Margin; Reaffirms 2012 Full-Year Outlook First-quarter revenue of $1.4 billion was up 6 percent compared to same period in 2011 Company secures new international product orders, extends several key service contracts MCLEAN, Va.-(BUSINESS WIRE)-May 4, 2012-ITT Exelis (NYSE: XLS) today re |
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| March 27, 2012 |
- DEFINITIVE ADDITIONAL MATERIAL Definitive Additional Material SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box; ¨ Preliminary Proxy Statement ¨ Definitive Proxy Statement þ 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)) Exelis Inc. |
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| March 27, 2012 |
Notice and Proxy Statement Table of Contents SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box; ¨ 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)) Exelis Inc. |
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| March 13, 2012 |
Regulation FD Disclosure - FORM 8-K Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2012 EXELIS INC. |
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| March 13, 2012 |
J.P. Morgan Aviation, Transportation & Presentation slides J.P. Morgan Aviation, Transportation & Defense Conference Dave Melcher, Chief Executive Officer and President March 13, 2012 Exhibit 99.1 SAFE HARBOR STATEMENT The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are su |
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| March 9, 2012 |
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT Exelis Inc. 2011 Omnibus Incentive Plan Non-Qualified Stock Option Award Exhibit 10.3 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Optionee” or “Executive”), WITNESSETH: WHEREAS, the Optionee is now employed by the Compan |
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| March 9, 2012 |
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Stock Settled) Exelis Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Agreement Exhibit 10.1 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Stock Settled) THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Grantee” or “Executive”), WITNESSETH: WHEREAS, the Grantee is now employed by the Comp |
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| March 9, 2012 |
Form 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2012 EXELIS INC. |
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| March 9, 2012 |
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN TSR AWARD AGREEMENT Exelis Inc. 2011 Omnibus Incentive Plan TSR Award Agreement Exhibit 10.4 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN TSR AWARD AGREEMENT THIS AGREEMENT (the “Agreement”), effective as of the day of , 2012, by and between Exelis Inc. (the “Company”) and name (the “Participant” or “Executive”), WITNESSETH: WHEREAS, the Participant is now employed by the Company as an employee, and in recognition of the |
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| March 9, 2012 |
EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT Exelis Inc. 2011 Omnibus Incentive Plan Restricted Stock Unit Ageement Exhibit 10.2 EXELIS INC. 2011 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Cash-Settled) THIS AGREEMENT (the “Agreement”), effective as of the [XX] day of [Month, Year], by and between Exelis Inc. (the “Company”) and [name] (the “Grantee” or “Executive”), WITNESSETH: WHEREAS, the Grantee is now employed by the Compan |
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| March 2, 2012 |
Exhibit 99.2 2011 Year in Review & Fiscal 2012 Guidance David Melcher Chief Executive Officer and President Peter Milligan Senior Vice President and Chief Financial Officer March 2, 2012 SAFE HARBOR STATEMENT Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking statements intended to qualify for the |
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| March 2, 2012 |
Regulation FD Disclosure - EXELIS INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2012 EXELIS INC. |
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| March 2, 2012 |
Exelis Reports 2011 Financial Results, Provides 2012 Guidance Exhibit 99.1 Exelis Reports 2011 Financial Results, Provides 2012 Guidance Full-year 2011 sales of approximately $5.8 billion, with adjusted fully diluted earnings per share1 of $1.99 2012 guidance for sales of $5.4 billion to $5.5 billion and adjusted fully diluted earnings per share of $1.80 - $1.862 MCLEAN, Va.-(BUSINESS WIRE)-March 2, 2012-ITT Exelis (NYSE: XLS) today reported results for the |
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| February 10, 2012 |
XLS / Exelis / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Exelis, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30162A108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this Schedule is fil |
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| January 5, 2012 |
Regulation FD Disclosure - FORM 8-K FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2012 EXELIS INC. |
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| January 5, 2012 |
PRESENTATION SLIDES ISSUED BY EXELIS Exhibit 99.1 2012 Raymond James Government Services & Technology Summit John Shephard SVP, Chief Strategy & Corporate Development Officer January 5, 2012 FORWARD LOOKING STATEMENT Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 (the “Act”): Certain material presented herein includes forward-looking statements intended to qualify |
