Focused on the Future 2013 Annual and Corporate Responsibility Report FINANCIAL HIGHLIGHTS Year Ended December 31 (In millions, except per share amounts) 2013 2012 2011 $5,839 $4,816 $5,522 Operating income 476 561 535 Net income 281 330 326 Total revenue Adjusted net income(a) 288 349 371 Diluted earnings per share 1.46 1.75 1.75 Adjusted net income per diluted share(a) 1.50 1.85 1.99 Cash dividends declared per share Total assets 0.41 0.41 0.10 4,884 5,212 5,099 Total liabilities 3,232 4,196 4,206 Total shareholders equity 1,652 1,016 893 Weighted average common shares outstanding — diluted 192.0 188.6 186.7 310 385 334 Net cash provided by operating activities (a) Adjusted amounts are non-GAAP measures. Adjusted amounts exclude charges related to the planned spin-off of our current Mission Systems business and the October 31, 2011 spin-off of Exelis from ITT Corporation. Adjusted amounts are reconciled to reported amounts in the Key Performance Indicators and Non-GAAP Measures section in Item 7 of the Form 10-K. STOCK PERFORMANCE $100 invested in Exelis on November 1, 2011 was worth $176.28 on December 31, 2013 $200 $150 $100 $50 $0 Nov. 1, 2011 Dec. 31, 2013 Exelis (XLS) S&P 500 Index Letter from the CEO & President Exelis is very different today than it was just one year ago — and that is by design. As a leading aerospace and defense company, we operate in a dynamic market environment and understand how vital it is to be focused on the future. With forward thinking, we can better position our business to meet the evolving needs of our customers and the market — and we demonstrated this during the past year. David F. Melcher Chief Executive Officer and President, Exelis Inc. In 2013, we proactively — and significantly — reshaped our business operations to concentrate on the emerging needs of customers in the C4ISR (Command, Control, Communication, Computers, Intelligence, Surveillance and Reconnaissance), aerospace and information solutions sectors. We further sharpened our focus in late 2013 when — after extensive analysis — we announced plans to spin off our Mission Systems business into a standalone public company as a pure-play military and government services provider. We expect to complete this transaction in the summer of 2014. reported $476 million in operating income. Free cash flow was $234 million. Our book-to-bill ratio was 1.1x, and we ended the year with $5.3 billion in orders, up 10 percent from 2012. Our international orders increased by more than 50 percent year-over-year. Having taken the important steps above, we are now focusing our resources, business development activities and growth around four Strategic Growth Platforms (SGPs): Critical Networks; Intelligence, Surveillance, Reconnaissance (ISR) & Analytics; Electronic Warfare; and Aerostructures. Focus requires choices, and in 2013, Exelis restructured — through headcount reductions, facility consolidations and the disposition of our Specialty Plastics business — with the intent of making the company more competitive, productive and successful for the future. In 2013, we earned significant new business within our four Strategic Growth Platforms, extended key existing contracts and generated consistent orders in our more mature business areas. FOCUSED ON > OUR PERFORMANCE 2013 was a year of change for our company, as well as a year full of market challenges, including U.S. government customer uncertainty, looming spending cuts that delayed or cancelled key contracts, a government shutdown and the ongoing decline in government spending. However, this did not impact our commitments to our customers and shareholders. In 2013, the majority of our financial results were in line with expectations. For the year, we generated $4.8 billion in revenues, which was down 13 percent from 2012, and We also took significant steps to control expenses and manage our bottom-line performance, including freezing our pension plan, effective December 31, 2016. FOCUSED ON > MEETING OUR CUSTOMERS’ NEEDS > The Jet Propulsion Laboratory extended our contract to provide maintenance, operations and engineering services for NASA’s Deep Space Network. Under this contract, we will support the critical communications networks that make exploration of the universe possible. > South Korea awarded Exelis a contract to provide an advanced geostationary weather imager to support the country’s forecasting capabilities. Scheduled for launch in 2017, our Advanced Meteorological Imager will provide more data more often and at higher resolution, enabling improved forecasting and observation of severe weather for this international customer. > The Royal Australian Navy chose our electronic support measure (ESM) suite to provide situational awareness, targeting, self-protection and surveillance for several classes of ships, positioning our company as a premier supplier of ESM systems in the Asia Pacific region. 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 1 > The U.S. Navy awarded Exelis a $125 million contract to provide a second production lot of the AN/ALQ-214 jammer, a key electronic warfare subsystem on U.S. and Australian F/A-18 aircraft. > Boeing awarded Exelis a long-term commercial agreement to produce the composite airframe substructure for the 787 Dreamliner, and to continue producing composite tanks for several of its aircraft series. Our Aerostructures business also expanded its content with Sikorsky to produce tail rotor assemblies for the S-76 helicopter and with Lockheed Martin for missile body and F-35 aircraft components. > Exelis received nearly $300 million in orders for night vision and communications equipment from a variety of international customers. FOCUSED ON > BUILDING MOMENTUM Exelis forward momentum for the year was evident in many areas. We added an acquisition — C4i in Australia — that strengthens the capabilities in our Critical Networks Strategic Growth Platform. We had the strongest year for international awards since 2009. And we named a respected defense industry veteran, Dr. Pamela Drew, to lead our Information Systems business. FOCUSED ON > OUR STRATEGY The anticipated spin-off of our Mission Systems business will position the resulting new company as a strong pure-play government services business under the leadership of Ken Hunzeker, while further focusing Exelis on our Strategic Growth Platforms. All levels of our customer base in the Department of Defense, NASA, Federal Aviation Administration and the intelligence community have clearly indicated that they plan to put more emphasis on these areas in the coming years, and they can trust Exelis to anticipate their needs, determine requirements and deliver affordable differentiated solutions. After the spin-off is finalized, the percentage of Exelis revenue from customers outside the U.S. military services will increase from 30 percent to nearly 50 percent, helping to balance the future Exelis customer base among U.S. military, U.S. civil government, international and commercial business. Overall, our strategy is focused on growth, profitability, our portfolio and our people. Our Strategic Growth Platforms, and our mature business areas such as night vision and networked communications, are aligned with the needs of our current and future customers. As we execute against our strategy, we will continue to: In November, we officially transitioned our corporate identity to Exelis, removing the “ITT” from our name on the two-year anniversary of our separation from our former parent company. > Develop a focused, coherent and complementary C4ISR and networks portfolio While we are optimistic about the prospects for Exelis, we realize that we must retain our focus and execute effectively to keep competing at high levels in the current environment. Evolving geopolitical challenges and budget uncertainties will continue in our industry, and the companies that survive and thrive will be the strategic thinkers who know — and do — what it takes to navigate successfully through these market conditions. > Grow our international and commercial positions > Position our company for sustainable growth through the Strategic Growth Platforms > Optimize our workforce and cost structure for increased competitiveness > Manage our pension liability FOCUSED ON > DOING WELL BY DOING GOOD In parallel with our business performance goals, we are also working to be the best corporate citizen our business can be. We will create value through... GROWTH PORTFOLIO PROFITABILITY PEOPLE > Drive the Strategic Growth Platforms (SGPs) > Manage and optimize our portfolio > Expand international market presence > Partner or acquire to develop and augment capabilities aligned to our Strategic Growth Platforms > Focus on operational efficiencies and carefully manage enterprise-wide costs > Cultivate inclusion and diversity across the organization > Diversify into commercial markets > Differentiate investments 2 | EXELIS > Continue to actively manage pension liability > Implement targeted programs to develop the next generation of Exelis leaders I’ve said it before, but it bears repeating, that corporate responsibility is not something else we do while we are growing and evolving our business; it is a key element of our ongoing success at Exelis. We take great pride in our ethical culture and in our unwavering commitment to conducting business in full compliance with all applicable regulations, including international trade and anti-corruption laws. This report provides insights into the corporate responsibility work we are doing all around the world, and shows the progress we continue to make as an ethical business, fair employer, environmental steward and caring company. From using less energy at our sites to helping hundreds of thousands of veterans, military service members and their families through our signature corporate volunteer program, Exelis Action Corps, our people are dedicated to making sure our company succeeds the right way. In addition to our conservation and community service, Exelis technologies also play critical roles in broader sustainability and environmental responsibility efforts. For example, Exelis payloads are the heart of GPS satellites and the backbone of our Automated Dependent SurveillanceBroadcast (ADS-B) system. As the FAA’s NextGen air traffic management modernization program, ADS-B will significantly reduce fuel consumption and emissions from commercial aircraft operating in U.S. airspace. It’s not always easy to find better ways of doing business and to have the courage to break away from the status quo. But that doesn’t deter anyone at Exelis. Tackling change and solving challenges are a way of life for all of us. We’ve established a solid foundation in the two years we’ve been an independent company. That includes the huge strides we made in 2013 through a strategic plan that better aligns us with our current and future customers’ needs and unlocks value for shareholders. The Exelis Strategic Growth Platforms are specific market areas where we see opportunity to develop differentiated, sustainable leadership positions. CRITICAL NETWORKS > Enterprise-level networks in support of missioncritical customer solutions. > Key Actions: Expand leadership position in space and airborne networks; grow offerings into adjacent U.S. government markets; grow global position in air traffic management. ELECTRONIC WARFARE > Mission-enabling solutions that support the detection, defense and defeat of threats in the electromagnetic spectrum. > Key Actions: Expand core business with the U.S. Navy, U.S. Army and U.S. Special Operations Command; position for next generation of networked electronic warfare systems. INTELLIGENCE, SURVEILLANCE, RECONNAISSANCE (ISR) & ANALYTICS To me, each and every member of the Exelis team is vital to ensuring that our strategy will become reality and that we will realize our vision of becoming the most agile C4ISR, aerospace and information solutions provider in the industry. I’m looking forward to leading this company into the future and to enabling our employees to deliver the “Power of Ingenuity” to all of our customers and partners. > Products and services that create, process, store, exploit and disseminate data and information. Sincerely, AEROSTRUCTURES > Key Actions: Protect and expand leadership position in space and airborne sensors and GPS; grow analytical tools to address “big data” challenges; expand into adjacent markets. > High-performance composite structures and assemblies with short lead-times in both development and production. David F. Melcher Chief Executive Officer and President, Exelis Inc. > Key Actions: Perform on current platform positions; win commercial aerostructures orders; solidify position as a trusted partner for aircraft manufacturers. 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 3 OUR VISION We will be the most agile C4ISR, aerospace and information solutions provider by leveraging deep customer knowledge and technology expertise to deliver affordable, missioncritical products and services for our global customers. OUR VALUES We are building a strong and deep culture of corporate responsibility at Exelis. Every aspect of this culture is based on the solid foundation of our values: EXELIS AT A GLANCE C4ISR ELECTRONICS & SYSTEMS (C4ISR) Electronic Systems Aerostructures Providing Customers With: Providing Customers With: The ability to sense and deny threats to manned and unmanned aircraft, ships, submarines, ground vehicles and personnel, and to provide warfighters with enhanced situational awareness. Aerospace composite tanks, fiberglass, marine and multi-angle piping systems, primary airframe structures and space structures. Geospatial Systems Night Vision & Communications Solutions RESPECT We are: fair and courteous, collaborative and helpful, open-minded and inclusive. RESPONSIBILITY We are: accountable for our words and actions, committed to quality and safety, caring for our communities. INTEGRITY We are: ethical and honest, trustworthy and consistent, candid and courageous communicators. 4 | EXELIS Providing Customers With: Providing Customers With: Next-generation positioning, navigation, timing and imaging that integrates space and airborne sensors into broader, coordinated systems. Networked communications systems, night vision systems and test and support systems. INFORMATION & TECHNICAL SERVICES (I&TS) Information Systems Mission Systems Providing Customers With: Providing Customers With: Data fusion, network integration and critical decision support services. A broad range of critical service, support and logistics solutions that enable efficient operations in the most demanding environments. GOVERNANCE & ETHICS Our business is governed by high standards of fairness, transparency and accountability. For Exelis, corporate governance begins with living our values and having an unwavering commitment to ethics and compliance. Doing what’s legally and morally right is the only way to run a successful and sustainable business. At Exelis, governance begins with our board of directors. As our highest governing authority, the board provides oversight of the company’s overall risk profile and management controls, including the risk assessment program and risk mitigation processes. To ensure that we are getting an objective and informed view of our company, eight of our nine board members are independent. In 2013, we continued to update and improve our risk assessment program and undertook an in-depth study of the most significant non-financial risks facing our company — from anti-corruption to information security — to ensure that we are taking actions or have plans in place to mitigate our exposure. In 2013, we continued to update and improve our risk assessment program and undertook an in-depth study of the most significant non-financial risks facing our company — from anti-corruption to information security — to ensure that we are taking actions or have plans in place to mitigate our exposure. Ethics and Compliance Our Ethics and Compliance Program provides employees with easy access to our Code of Conduct, regular and meaningful training and communications, confidential reporting mechanisms and a dedicated ethics and compliance team. Last year, based on findings from our 2012 Exelis Employee Ethics Survey, we made improvements to this program at the local level. Most locations organized Compliance Week events, and a number of our businesses added more ethics and compliance training for both employees and managers. Since transparent communication is a key to ethics and compliance, we also put more emphasis on “management by walking around,” and instituted more regular, two-way communications between employees and senior leaders. Anti-Corruption In 2013, we added new elements to our anti-corruption program, which already included an anti-corruption manual, policies and training. A new international partner questionnaire was developed to enable rigorous due diligence on third parties with whom we do business. We also introduced a self-assessment tool that helps our ethics and compliance managers check the propriety of payments to our foreign partners. By using this 50-question due-diligence checklist, we can more quickly spot warning signals, such as unreasonably high business expenses that could be indicative of a bribe. Finally, in 2013, we rolled out an enhanced anti-trust policy and some simple-to-follow rules to ensure our company avoids any hints of improper anti-competitive behavior. We are now conducting training on competition law and issues as part of our larger anti-corruption program. 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 5 ENVIRONMENTAL SUSTAINABILITY As we work to grow our business, we are simultaneously striving to minimize our environmental footprint. It can be a challenge, requiring our employees to use fewer natural resources and safer raw materials in their jobs and in our products. But the search for responsible, sustainable solutions reinforces our core strategies and provides another way we can bring “The Power of Ingenuity” to life. At Exelis, we develop a wide range of technologies that address environmental issues, from systems that measure aircraft emissions and forest health to our satellite payloads that provide data about weather, climate and environmental conditions. There are many more examples, each a meaningful part of our effort to create these eco-technologies in an environmentally responsible way. Our goal is to contribute to the planet’s health both through our products and our processes. Global Standards and Stretch Goals Throughout Exelis, we deploy an environmental management system (EMS) that provides a set of processes and practices that reduce our environmental impact and increase our operating efficiency. Our EMS was developed using IS0 14001:2004, which outlines global best practices for designing and implementing an effective EMS, and the goal at all of our sites is to meet and exceed ISO 14001 standards. In 2013, 11 Exelis sites earned or renewed their ISO 14001:2004 certification, and we incurred no significant spills and had no significant fines for non-compliance with environmental laws and regulations. Guided by our core values, Exelis employees are accountable for advancing our company’s commitment to environmental responsibility and sustainability. In 2013, essentially all of our targeted employee population took part in training designed to heighten awareness about their role in helping us achieve our environmental metrics, and were provided with tools and tactics they can use to make environmental management practices part of their everyday jobs. Another way we support our employees is through a network of over 100 Environment, Safety & Health (ESH) professionals. These ESH team members are embedded at our global sites — and at our corporate and division headquarters — to implement new programs and manage and track our progress. Our company has been through some significant reorganizational changes in the past few years, but through it all we have retained the same stretch goals for environmental improvement. In all the key performance areas that we track — energy use, water use, waste and hazardous waste disposal — our goal is a 5 percent year-over-year improvement. In 2013, we surpassed the stretch goals we set for ourselves in every area. 6 | EXELIS TOTAL ENERGY USE (in MBTUs) 897 2010 857 2011 776 2012 2013 524 WATER USE (in million gallons) 171 2010 152 2011 2012 2013 131 119 Energy Use While Exelis is not a major consumer of natural resources, and therefore not a major producer of carbon dioxide (CO2), we understand that we need to do whatever we can to minimize our impact on the atmosphere. We continue to take steps to make our offices, manufacturing operations and company vehicles more energy efficient. The level of commitment to energy efficiency at Exelis is showcased at our facility in North Amityville, New York, which replaced its air compressors and air conditioners with new units that use 30 percent less energy, and our Clifton, New Jersey, site, which installed nearly 500 energy-efficient lighting fixtures in its parking garage and reduced energy usage by 33 percent. HAZARDOUS WASTE DISPOSAL AND RECYCLING (in million pounds) 2010 0.5 2011 0.5 0.6 2012 0.4 2013 Through these types of actions — and primarily through our overall physical footprint changes — we reduced total energy use at Exelis by 33 percent in 2013, reducing our greenhouse gas emissions and lessening our impact on climate change. 27% of 0.4 million pounds recycled Water Usage This year, the World Economic Forum listed “water crises” as one of the top three risks to the global economy, just behind debt crises in key countries and persistent unemployment. Obviously, water is no longer seen as solely an environmental issue. The repercussions of reckless water use have a ripple effect on all parts of our lives, and at Exelis we understand this reality and are working hard to ensure that we act as responsible stewards of our water supplies. In 2013, we saw a decrease of more than 9 percent in water use company-wide, primarily due to production changes and facility closures. NON-HAZARDOUS WASTE DISPOSAL AND RECYCLING (in million pounds) At Exelis, we are taking a three-pronged approach to waste management: reduce our overall waste amounts; generate less hazardous waste; and increase the percentage of recycling in both waste streams. In 2013, we achieved our goals in all three areas, lowering our non-hazardous waste by 17 percent, our hazardous waste by 33 percent and recycling more of both kinds of waste. 2.7 2011 2012 Waste Management 4.7 2010 2013 2.4 2.0 54% of 2 million pounds recycled At our Ft. Wayne, Indiana, facility, the operations team installed a vapor phase solder reflow system that reclaims — and allows the team to reuse — an environmentally friendly solvent called Galden Fluoinert. Where that facility previously discarded nearly 1,000 pounds of the chemical each year, the new system allowed us to eliminate that waste stream in 2013. 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 7 CITIZENSHIP & COMMUNITY They don’t think of themselves as “action heroes,” but thousands of Exelis Action Corps volunteers are saving the day — or at least making life better for deserving service members, veterans and their family members. In 2013, Exelis Action Corps took root — and took off at the same time. This was the first full year of activity for our corporate citizenship program, which aims to provide Exelis employees with large-scale, team and individual activities that support military service members, veterans and their families in local communities across the country. Everyone at Exelis — from company leaders to employees at our most remote sites — found ways to get involved. We made it easy by organizing and communicating many different Exelis Action Corps volunteer opportunities, but increasingly Exelis employees took the initiative to create their own grassroots projects. This is the sign of a robust citizenship program, which resonates with employees and impels them to get involved because it matters to them and to the people they are helping. The scope of our Exelis Action Corps projects in 2013 reflects the program’s growing relevance within our company and in our communities. Everyone is Part of Exelis Action Corps On one notable day — Sept. 11 — the top 35 leaders at Exelis took part in three different service projects in the Washington, D.C., area. One group, including Exelis CEO and President Dave Melcher, visited Arlington National Cemetery to participate in a wreath-laying ceremony at the Tomb of the Unknowns. Another leadership team assembled job readiness kits and prepared evening meals for staff members and residents at transitional housing operated by Veterans on the Rise, an organization dedicated to ending homelessness for veterans and their families. The third group led a workshop for transitioning senior military officers, providing advice — including personalized counseling sessions — about how they can best prepare themselves for a new chapter in their professional careers. To mark another meaningful day — Veterans Day — 350 Exelis Action Corps volunteers from around the country participated in 18 different projects, donating nearly 1,400 hours of their time to deliver much-needed services to the people who have served our country. Working side-by-side with veterans in Virginia, volunteers built donated desks and coffee tables for former service members who are moving from transitional housing to permanent homes. In Indiana, they put up holiday decorations at Shepherd’s House, a 42-bed facility for homeless military veterans dealing with post-traumatic stress disorder and other medical issues. And in New York, they performed a fall cleanup of 8 | EXELIS the yard and basement of the Nucor House, a home for veterans diagnosed with traumatic brain injury. Exelis also provides toolkits and mini-grants — up to $2,500 per project — to help employees jumpstart their own personal Exelis Action Corps projects. In one case, Exelis employee Nick Stockton applied for a mini-grant to support Wreaths Across America at Arlington National Cemetery. With the funds, the nonprofit purchased 100 wreaths and Stockton recruited more than 80 volunteers to lay wreaths at the graves of veterans during the holidays. OUR IMPACT IN 2013 73 PROJECTS Job Readiness for Veterans is Becoming Job Number One Many of our Exelis Action Corps projects are part of the larger Points of Light initiative to bring together volunteers from multiple companies, communities and organizations to achieve a greater good. Our company’s five-year, $5 million commitment to Points of Light to help administer the Exelis Action Corps is a tangible example of our company’s values in action and an extension of the work we do to safeguard the men and women who wear the uniform of our country. In June, we sponsored the annual Points of Light National Conference on Volunteering and Service. More than 5,000 volunteer and service leaders from the nonprofit, corporate and government sectors attended the 2013 event. As part of the larger event, we hosted a Military Summit for more than 200 attendees that focused on developing and sharing better ideas to support our nation’s veterans and military families. One of the summit highlights was the keynote speech by U.S. Army General Martin Dempsey, Chairman of the Joint Chiefs of Staff, who pointed to Community Blueprint — a national, community-based program led by Points of Light, Exelis and the Corporation for National and Community Service — as having “the power to make real change in service members’ lives.” 1,662 VOLUNTEERS 5,617 HOURS 111,137 VETERANS SERVED $700,000 COMMUNITY IMPACT In 2014, as we increase the number of volunteer projects that take place under the Exelis Action Corps banner, we are putting increased emphasis on job readiness for veterans and job placement for them and their spouses. You can read more about what we are doing in this area in the Employees and Workplace section of this report. Service members answer the call to duty, and we are stepping forward to support them and their families through the Exelis Action Corps. 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 9 EMPLOYEES & WORKPLACE At Exelis, we don’t think of employees as assets or resources. They are real people, and each of them brings their own talents, ideas and drive to our business. In return, we have a responsibility to create a safe, healthy and engaging work environment that encourages our people to be their best. When they are at their best, so is Exelis. We employ more than 17,000 people — from engineers, scientists and technologists to manufacturing personnel and business leaders — and we’re continually implementing and improving programs designed to enhance their work lives. When we create a fulfilling environment, our workforce becomes the driving force behind our business success. Health and Safety Our culture-building efforts begin with health and safety initiatives that ensure we are looking after the physical well-being of our employees. Every Exelis site provides mandatory safety training, and our manufacturing facilities hold regular safety meetings. In 2013, we provided employees with an average of three hours of safety instruction, and the underlying message is always personal accountability. We can point the way to health and safety — and we do, especially through our network of Environment, Safety & Health professionals — but employees and their supervisors have to carry out the actions that will make it happen. To help employees stay safe on their jobs, we strive for a corporate-wide “Accept Only Zero” injury goal, use the Exelis Environment, Safety & Health Management System to establish standards and repeatable processes across all our sites, and provide access to injury reduction policies, tools and tactics. We believe that positive reinforcement delivers better results, and measure and promote desired activities such as selfinspections, safety interventions and hazard observations. In 2013, we achieved a year-over-year reduction in injury severity and incurred a slight increase in injury frequency that still reflected an overall downward trend over the last several years. Development Opportunities With our focus on the future, Exelis empowers employees to reach for new experiences, develop additional skills and keep moving forward along energizing career paths. Exelis also offers management and leadership training for our first-line supervisors and managers, and we conduct regular engagement surveys to ensure that employees feel they are active partners in our journey. Our next survey will be conducted in May 2014. To help grow our future leaders, we created the CEO High Potential Leadership Development Program, designed to provide employees from diverse backgrounds an opportunity to rotate through various business divisions within Exelis. Exelis also continued the STAND leadership development program for top company leaders, and 10 | EXELIS INJURY FREQUENCY Medical + lost workday cases x 200,000 / number of hours worked 2010 0.87 2011 0.86 2012 2013 0.68 0.77 INJURY SEVERITY Lost workdays x 200,000 hours / number of hours worked 2010 8.40 2011 8.33 10.77 2012 2013 7.97 OHSAS CERTIFICATIONS 11 Exelis sites earned or renewed their Occupational Health and Safety Assessment Series (OHSAS) certification in 2013, meaning their management system meets the international standard for workplace health and safety. in 2013 we added a community service element to the curriculum. These leaders are now responsible for creating, planning, managing and recruiting other volunteers for their own Exelis Action Corps service projects. Last year, our company — like many others in the challenging defense and aerospace industry — experienced headcount reductions. To stay competitive, we consolidated several sites and lowered our overall employee population by about 14 percent. These were extremely difficult decisions, and we worked with the displaced employees, offering outplacement services and severance in accordance with policy to help them with this transition. Inclusion and Diversity A key aspect of the Exelis vision is to foster an inclusive culture that promotes the diverse perspectives, backgrounds and contributions of every employee, and enables the company to deliver superior business results. In keeping with this vision, we announced the formation of the Exelis Inclusion and Diversity Council in January 2014. The council provides a forum for raising important issues relating to inclusion and diversity across Exelis. Exelis CEO and President David Melcher serves as the chair of the council, and Chief Inclusion and Diversity Officer Erica Jeffries serves as executive director. Along with the council, Jeffries is working on developing an inclusion and diversity scorecard that will allow us to better measure our progress in quantitative terms and against best-in-class goals. To introduce our company to a wider audience of potential employees, we continue to partner with diversity-based professional associations and participated in career fairs sponsored by these groups throughout 2013. We also introduced two new programs in 2013 that open new doors to our company for military veterans and their spouses. Through our Exelis Action Corps citizenship program, we partnered with global recruiting firm Korn Ferry to launch the Leveraging Military Leadership Program, which aims to help service members transition from the military and leverage their military experience for civilian leadership positions. In addition, we are participating in the Military Spouse Employment Partnership Program. Because military families move frequently, it’s often difficult for military spouses to find and keep employment. Through this program, all Exelis job openings will be posted on the program’s website, allowing us to connect with military spouses who have the talent and skills that match our diverse business needs. A MILITARY-FRIENDLY EMPLOYER Exelis has more than 2,000 Reserve, National Guard and former military service members among our employees. In 2013, we received a number of recognitions for our efforts supporting service members, veterans and military families, including: > The Corporation for National & Community Service National Service Impact Award, as a sponsor of the Points of Light Community Blueprint and Veteran Leader Corps > Membership in the Military Spouse Employment Partnership > Inclusion on the G.I. Jobs list of “Military Friendly Employers” > Finalist for the U.S. Chamber of Commerce Foundation’s Best Community Improvement Program Award PERFORMANCE ASSESSMENTS Our Partnership for Performance (PfP) program encourages career development by providing a platform for collaborative development and review of employee goals, objectives, outcomes, behavior and competencies. In 2013, we achieved 100 percent completion of this program across Exelis. 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 11 Standing (left to right): David F. Melcher, Herman E. Bulls, Paul J. Kern, Patrick J. Moore, R. David Yost, Mark L. Reuss Seated (left to right): John J. Hamre, Billie I. Williamson, Ralph F. Hake BOARD OF DIRECTORS Ralph F. Hake, Non-Executive Chairman, Exelis Inc. Former Chairman and Chief Executive Officer, Maytag Corporation Member of the Audit and Compensation & Personnel Committees Herman E. Bulls International Director, Founder and Chairman of the Public Institutions Group at Jones Lang LaSalle Member of the Audit and Nominating & Governance Committees John J. Hamre Patrick J. Moore Billie I. Williamson President and Chief Executive Officer, Center for Strategic & International Studies President and Chief Executive Officer, PJM Advisors, LLC Retired Partner, Ernst & Young, LLP Chair of the Audit Committee Financial Expert of the Audit Committee and Member of the Nominating & Governance Committee Chair of the Nominating & Governance Committee Paul J. Kern Senior Counselor, The Cohen Group Chair of the Compensation & Personnel Committee and Member of the Nominating & Governance Committees Mark L. Reuss Executive Vice President, Global Product Development, Purchasing and Supply Chain, General Motors Company Member of the Compensation & Personnel Committee R. David Yost Former Chief Executive Officer, AmerisourceBergen Corporation Member of the Compensation & Personnel Committee David F. Melcher Chief Executive Officer and President, Exelis Inc. CORPORATE OFFICERS David F. Melcher Ann D. Davidson Nicholas E. Bobay Gregory P. Kudla Chief Executive Officer and President Senior Vice President, Chief Legal Officer and Corporate Secretary Corporate Vice President and President of Night Vision and Communications Solutions Corporate Vice President and Chief Accounting Officer Peter J. Milligan Senior Vice President and Chief Financial Officer Kenneth W. Hunzeker Executive Vice President and President of Mission Systems Christopher D. Young Executive Vice President and President of Geospatial Systems 12 | EXELIS Robert E. Durbin Senior Vice President, Strategy Edward D. Doxer and Government Relations Corporate Vice President and General Auditor A. John Procopio Senior Vice President and Chief Human Resources Officer Janet L. McGregor Corporate Vice President, Treasurer and Corporate Development Richard D. Sorelle Pamela A. Drew Corporate Vice President and President of Information Systems Corporate Vice President and President of Electronic Systems ABOUT THIS REPORT Report Boundary This report covers activities at all Exelis operations, both at our larger locations in the United States and our smaller manufacturing, service and sales locations in other countries around the globe. Unless otherwise stated, it excludes the impacts and activities of employees at non-Exelis-controlled facilities, such as military bases and joint venture locations. Report Frequency Exelis is committed to publishing an annual report that highlights our financial performance and outlines our corporate responsibility performance. This year for the first time, we combined the two reports. This combined report, published in March 2014, presents our financial and corporate responsibility results and progress for the full year 2013. Where stated, it also includes examples and initiatives from early 2014 that show our continuing commitment to corporate responsibility. Global Reporting Initiative (GRI) Application Level The framework for the corporate responsibility portion of this report follows the criteria set out in the Global Reporting Initiative (GRI) G3 guidelines. GRI provides indicators and benchmarks that allow companies to measure their reporting depth and quality of reporting. This year, we are reporting at a GRI self-declared level C. The “C” rating means that we meet all of GRI’s Profile Disclosure requirements — including a CEO statement, information about our company and markets, reporting parameters and governance mechanisms — and we also report on a minimum of 10 Performance Indicators, including at least one from the Economic, Social and Environmental categories, as outlined in the chart on this page. GLOBAL REPORTING INITIATIVE CONTENT INDEX PERFORMANCE INDICATOR DESCRIPTION EC1 Direct economic value generated and distributed REPORTED LOCATION Fully Inside Front Cover, ECONOMIC Pages 1-3 EC3 Coverage of the organization’s defined benefit plan obligations Fully Page 1 EN3 Direct energy by primary energy source Fully Pages 6-7 EN5 Energy saved due to conservation and efficiency improvements Fully Pages 6-7 EN7 Initiatives to reduce indirect energy consumption and reductions achieved Partially Page 7 EN8 Total water withdrawal by source Fully Pages 6-7 EN22 Total weight of waste by type and disposal method Fully Page 7 EN23 Total number and volume of significant spills Fully Page 6 EN24 Weight of hazardous waste, type of disposal and percentage transported Fully Page 7 Partially Page 6 Partially Page 10 ENVIRONMENT under terms of Basel Convention EN28 Monetary fine and non-monetary sanctions for non-compliance LA1 Total workforce by employment type, employment contract and region, SOCIAL: LABOR PRACTICES AND DECENT WORK broken down by gender LA2 Total number and rate of employee turnovers by age group, gender and region Partially Page 11 LA7 Rates of injury, occupational disease, lost days and absenteeism and number Partially Page 10 Partially Page 11 Partially Page 9 Partially Page 5 Partially Page 5 of work-related fatalities by region and gender LA12 Percentage of employees receiving regular performance and career development reviews, by gender SO1 Percentage of operations with implemented local community engagement, impact assessment and development programs SO2 Percentage and total number of business units analyzed for risks related to corruption SO3 Percentage of employees trained in organization’s anti-corruption policies and procedures 2013 ANNUAL AND CORPORATE RESPONSIBILITY REPORT | 6 SHAREHOLDER INFORMATION Corporate Headquarters Annual Meeting 1650 Tysons Boulevard, Suite 1700 McLean, VA 22102 703-790-6300 The Annual Meeting of Shareholders is scheduled for 8:00 a.m. EDT on May 7, 2014, at Exelis Inc. Headquarters, 16th Floor, McLean, VA 22102. Proxies for the meeting will be solicited in a separate Proxy Statement. Stock Exchange Listing Exelis Inc. is listed on the New York Stock Exchange (NYSE) under the ticker symbol XLS. Company Website Shareholder Services/Transfer Agent Questions concerning accounts for registered stockholders and other matters, including direct stock purchase, dividend payment information and dividend reinvestment plan information, can be directed to our plan administrator and transfer agent, Computershare Shareholder Services, via the following methods: Telephone United States and Canada: 1-866-416-6111 International Inquiries: 1-201-680-6578 Hearing Impaired (TDD): 1-800-231-5469 Mailing Address Computershare P.O. BOX 30170 College Station, TX 77842-3170 Internet www.bnymellon.com/shareowner/equityaccess Investor Relations Questions from shareholders, analysts and others can be directed to: Katy Herr Director, Investor Relations Phone: 703-790-6300 Email: exelisinvestorrelations@exelisinc.com Written requests, including requests for company filings with the U.S. Securities and Exchange Commission (SEC), should be directed to: Additional Exelis information is available at www.exelisinc.com, including all of the documents the company files with or furnishes to the SEC, which are available for download, free of charge. Board of Directors You may communicate with the Exelis Board of Directors via the Corporate Secretary by writing a letter sealed in a large envelope OR emailing using the addresses listed below: Exelis Inc. 1650 Tysons Boulevard Suite 1700 McLean, VA 22102 boardofdirectors@exelisinc.com Certifications The company has included, as Exhibits 31.1 and 31.2 to its Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC, certificates of Exelis’ Chief Executive Officer and Chief Financial Officer certifying the quality of the company’s public disclosure. The Chief Executive Officer has also submitted to the NYSE a certificate certifying that he is not aware of any violations by Exelis of the NYSE Corporate Governance Listing Standards. Independent Auditors Deloitte and Touche, LLP 1750 Tysons Boulevard McLean, VA 22102 Investor Relations Exelis Inc. 1650 Tysons Boulevard, Suite 1700 McLean, VA 22102 Exelis is a trademark of Exelis Inc. Copyright ©2014 Exelis Inc. Exelis Inc. | 1650 Tysons Boulevard Suite 1700 McLean VA, 22102 | 703-790-6300 | www.exelisinc.com 1 | EXELIS