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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/12 Exelis Inc. S-4 50:10M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.03M
Business-Combination Transaction
2: EX-4.5 Form of Exelis Inc. Global Exchange Note for the HTML 53K
4.250% Senior Notes Due 2016
3: EX-4.6 Form of Exelis Inc. Global Exchange Note for the HTML 53K
5.550% Senior Notes Due 2021
4: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP. HTML 22K
5: EX-5.2 Opinion of Barnes & Thornburg LLP. HTML 25K
6: EX-23 Consent of Independent Registered Public HTML 16K
Accounting Firm
7: EX-25 Form T-1 Statement of Eligibility Under the Trust HTML 55K
Indenture Act of 1939
8: EX-99.1 Form of Letter of Transmittal HTML 131K
9: EX-99.2 Form of Letter to Brokers, Dealers,Commercial HTML 21K
Banks,Trust Companies and Nominees
10: EX-99.3 Form of Letter to Clients HTML 27K
11: EX-99.4 Form of Notice of Guaranteed Delivery HTML 41K
33: R1 Document and Entity Information HTML 28K
25: R2 Condensed Consolidated and Combined Statements of HTML 119K
Operations (Unaudited)
30: R3 Condensed Consolidated and Combined Statements of HTML 79K
Comprehensive Income (Unaudited)
35: R4 Condensed Consolidated and Combined Balance Sheets HTML 143K
(Unaudited)
46: R5 Condensed Consolidated and Combined Statements of HTML 160K
Cash Flows (Unaudited)
26: R6 Consolidated and Combined Statements of HTML 116K
Shareholders' and Parent Company Equity
29: R7 Background, Basis of Presentation and Use of HTML 86K
Estimates
24: R8 Description of Business and Summary of Significant HTML 86K
Accounting Policies
19: R9 Recent Accounting Pronouncements HTML 31K
47: R10 Acquisitions HTML 27K
37: R11 Discontinued Operations HTML 29K
36: R12 Shareholders' Equity HTML 40K
41: R13 Restructuring and Asset Impairment Charges HTML 63K
42: R14 Income Taxes HTML 113K
40: R15 Earnings Per Share HTML 49K
43: R16 Receivables, Net HTML 41K
31: R17 Inventories, Net HTML 36K
34: R18 Plant, Property and Equipment, Net HTML 32K
39: R19 Goodwill and Other Intangible Assets, Net HTML 75K
50: R20 Leases and Rentals HTML 27K
44: R21 Debt HTML 82K
27: R22 Postretirement Benefit Plans HTML 298K
38: R23 Long-Term Incentive Compensation HTML 155K
28: R24 Capital Stock HTML 40K
18: R25 Accumulated Other Comprehensive Loss HTML 77K
45: R26 Related Party Transactions HTML 64K
48: R27 Commitments and Contingencies HTML 57K
22: R28 Segment Information HTML 113K
21: R29 Selected Quarterly Financial Data (Unaudited) HTML 66K
23: R30 Subsequent Events HTML 21K
49: XML IDEA XML File -- Filing Summary XML 60K
20: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.38M
12: EX-101.INS XBRL Instance -- xls-20120331 XML 1.56M
14: EX-101.CAL XBRL Calculations -- xls-20120331_cal XML 141K
15: EX-101.DEF XBRL Definitions -- xls-20120331_def XML 57K
16: EX-101.LAB XBRL Labels -- xls-20120331_lab XML 427K
17: EX-101.PRE XBRL Presentations -- xls-20120331_pre XML 286K
13: EX-101.SCH XBRL Schema -- xls-20120331 XSD 63K
32: ZIP XBRL Zipped Folder -- 0001193125-12-247577-xbrl Zip 129K
| Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 |
Exhibit 25
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
| Check | if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ |
UNION BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| 94-0304228 | ||
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification no.) | |
| 400 California Street |
94104 | |
| (Address of principal executive offices) | (Zip Code) | |
General Counsel
Union Bank, National Association
400 California Street
Corporate Trust - 12th Floor
San Francisco, California 94104
(415) 765-2945
(Name, address and telephone number of agent for service)
EXELIS INC.
(Exact name of obligor as specified in its charter)
| Indiana | 45-2083813 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification no.) | |
| 1650 Tysons Boulevard, Suite 1700 |
22102 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
4.250% Senior Notes due 2016
5.550% Senior Notes due 2021
(Title of Indenture Securities)
| Item 1. | General Information. Furnish the following information as to the Trustee - |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Office of the Comptroller of the Currency
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None.
Items 3-15. Items 3-15 are not applicable because, to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
| Item 16. | List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. |
| 1. | A copy of the Articles of Association of the Trustee as now in effect.* |
| 2. | A copy of the certificate of authority of the Trustee to commence business, if not contained in the Articles of Association.* |
| 3. | A copy of the authorization of the Trustee to exercise corporate trust powers, if such authorization is not contained in documents specified in paragraph (1) or (2) above.* |
| 4. | A copy of the existing bylaws of the Trustee, or instruments corresponding thereto.* |
| 5. | A copy of each Indenture referred to in Item 4, if the obligor is in default. Not applicable. |
| 6. | The consents of United States institutional trustees required by Section 321(b) of the Trust Indenture Act of 1939. Attached as Exhibit 6. |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. Attached as Exhibit 7. |
| 8. | A copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Trust Indenture Act of 1939. Not applicable. |
| 9. | Foreign trustees are required to file a consent to service of process of Form F-X [§269.5 of this chapter]. Not applicable. |
| * | Exhibits 1 through 4 are incorporated herein by reference to Form T-1 as presented in Exhibit 25.1 to Registration Statement on Form S-3, Registration No., 333-165578 filed with the Securities and Exchange Commission on March 19, 2010. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Union Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the 24th day of May, 2012.
| Union Bank, National Association | ||
| By: | /s/ Eva Aryeetey | |
| Name: Eva Aryeetey | ||
| Title: Vice President | ||
EXHIBIT 6
CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(b) OF THE ACT
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
In connection with the qualification of an indenture for senior indebtedness between Exelis Inc. (the “Company”) and Union Bank, National Association (the “Trustee”), the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that reports of examinations of the undersigned by federal, state, territorial, or district authorities authorized to make such examinations may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.
Sincerely,
| Union Bank, National Association | ||
| By: | /s/ Eva Aryeetey | |
| Name: Eva Aryeetey | ||
| Title: Vice President | ||
EXHIBIT 7
Page 1
CONSOLIDATED REPORT OF CONDITION OF
Union Bank, N.A
of Los Angeles in the State of California, at the close of business December 31, 2011, published in response to call made by the Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter 21541
| BALANCE SHEET |
||||
| |
Dollar Amounts In Thousands |
| ||
| ASSETS |
||||
| Cash and balances due from depository institutions: |
||||
| Non-interest-bearing balances and currency and coin |
$ | 1,338,379 | ||
| Interest-bearing balances |
2,826,245 | |||
| Securities: |
||||
| Held-to-maturity securities |
1,273,306 | |||
| Available-for-sale securities |
22,823,230 | |||
| Federal funds sold and securities purchased under agreements to resell: |
||||
| Federal funds sold in domestic offices |
0 | |||
| Securities purchased under agreements to resell |
11,668 | |||
| Loans and lease financing receivables: |
||||
| Loans and leases held for sale |
15,759 | |||
| Loans and leases, net of unearned income |
52,694,251 | |||
| LESS: Allowance for loan and lease losses |
736,982 | |||
| Loans and leases, net of unearned income and allowance |
51,957,269 | |||
| Trading assets |
1,134,734 | |||
| Premises and fixed assets |
683,850 | |||
| Other real estate owned |
143,960 | |||
| Investments in unconsolidated subsidiaries and associated companies |
530,621 | |||
| Direct and indirect investments in real estate ventures |
0 | |||
| Intangible assets: |
||||
| Goodwill |
2,456,949 | |||
| Other intangible assets |
360,367 | |||
| Other assets |
3,411,199 | |||
|
|
|
|||
| Total assets |
88,967,536 | |||
|
|
|
|||
Exhi bit 7
Page 2
| LIABILITIES |
||||
| Deposits: |
||||
| In domestic offices |
64,135,153 | |||
| Noninterest-bearing |
20,617,714 | |||
| Interest-bearing |
43,517,439 | |||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
1,151,293 | |||
| Noninterest-bearing |
0 | |||
| Interest-bearing |
1,151,293 | |||
| Federal funds purchased and securities sold under agreements to repurchase: |
||||
| Federal funds purchased in domestic offices |
572,200 | |||
| Securities sold under agreements to repurchase |
24,496 | |||
| Trading liabilities |
1,039,665 | |||
| Other borrowed money |
8,578,348 | |||
| Subordinated notes and debentures |
740,505 | |||
| Other liabilities |
1,997,439 | |||
|
|
|
|||
| Total liabilities |
78,219,099 | |||
|
|
|
|||
| EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus |
0 | |||
| Common stock |
604,577 | |||
| Surplus |
6,606,846 | |||
| Retained earnings |
4,077,930 | |||
| Accumulated other comprehensive income |
-808,828 | |||
| Other equity capital components |
0 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries |
267,912 | |||
|
|
|
|||
| Total bank equity capital |
10,480,525 | |||
| Total equity capital |
10,748,437 | |||
|
|
|
|||
| Total liabilities, minority interest, and equity capital |
88,967,536 | |||
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 5/25/12 | |||
| Filed on: | 5/24/12 | |||
| 12/31/11 | 10-K, 11-K, 11-K/A | |||
| 3/19/10 | ||||
| List all Filings | ||||