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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1524471	Exelis Inc.	XLS	Communications Equipment, Nec (3669)	452083813

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1531037	C Christopher Bernhardt	1650 Tysons Boulevard Suite 1700 Mclean VA 22102	President, Electronic Systems	No	Yes	No	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2012-03-05	5,602	$11.51	134,175	No	4	F	Direct
Common Stock	Acquisiton	2012-03-06	79,457	$10.30	213,632	No	4	M	Direct
Common Stock	Disposition	2012-03-06	79,457	$11.30	134,175	No	4	S	Direct
Common Stock	Acquisiton	2012-03-06	16,890	$0.00	151,065	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	A	Direct

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2012-03-06	79,457	$0.00	79,457	$10.30
Common Stock	Employee Stock Option (Right to Buy)	Acquisiton	2012-03-06	128,571	$0.00	128,571	$11.19

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2012-03-08	No	4	M	Direct
128,571		2022-03-06	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	671	Indirect	By 401(k) plan

Footnotes

Reflects the withholding of common stock (each, a "Share") of Exelis Inc. (the "Issuer") to pay the tax liability incident to the vesting of shares of restricted stock granted on March 5, 2009 under the ITT Corporation 2003 Equity Incentive Plan. Equity awards formerly granted by ITT Corporation were converted into equity awards of the Issuer in connection with the spin-off of the Issuer from ITT Corporation on October 31, 2011.
This price represents the approximate weighted average price per Share of sales that were executed at prices ranging from $11.22 to $11.35 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.
Reflects an award of restricted stock units which are scheduled to vest on March 6, 2015.
As of January 31, 2012.
These options are fully vested and exercisable.
These options vest in three equal annual installments beginning on March 6, 2013.