Washington, DC 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2011
Exact name of registrant as specified in its charter)
Indiana   001-35228   45-2083813
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)
1650 Tysons Boulevard, Suite 1700
McLean, Virginia
(Address of principal executive offices)   (Zip Code)
(703) 790-6300
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01.   Entry into a Material Definitive Agreement.
     The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
ITEM 2.03.   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     On October 25, 2011, Exelis Inc. (the “Company”), as borrower, entered into a Four-Year Competitive Advance and Revolving Credit Facility Agreement (the “2011 Credit Agreement”), a senior unsecured revolving credit facility, in an aggregate principal amount of up to $600,000,000, effective as of October 28, 2011, with a syndicate of lenders arranged by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., RBS Securities Inc. and Wells Fargo Securities LLC, as Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Syndication Agent, and Barclays Bank Plc, Société Générale, The Royal Bank of Scotland Plc, U.S. Bank National Association, The Bank of Tokyo-Mitsubishi Ufj, Ltd. and Wells Fargo Bank, N.A., as Documentation Agents. The 2011 Credit Agreement provides for increases of up to $200,000,000 for a possible maximum total of $800,000,000 in aggregate principal amount at the request of the Company and with the consent of the institutions providing such increased commitments. The facility made available by the 2011 Credit Agreement will be for working capital and other general corporate purposes (including, without limitation, commercial paper backup). On October 28, 2011, the Company had borrowings of $240 million under the 2011 Credit Agreement.



     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  By:   /s/ Ann D. Davidson    
    Ann D. Davidson   
Date: October 28, 2011  Its: Vice President and General Counsel
(Authorized Officer of Registrant)