6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of June 2018

_______________________

Commission File Number 000-28998

ELBIT SYSTEMS LTD.

(Translation of Registrant’s Name into English)

Advanced Technology Center, P.O.B. 539, Haifa 3100401, Israel

(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

xForm 20-F            oForm 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o

o     YesxNo

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________

Attached hereto and incorporated herein by reference as Exhibits 1,2 and 3, respectively, are the Registrant's Press Release dated June 28, 2018, the Unofficial English Translation of Elbit Systems Ltd. Credit Review June, 2018 and the Consent of the Rating Agency dated June 28, 2018.

SIGNATURE

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, thereunto duly authorized.

ELBIT SYSTEMS LTD. (Registrant)
By:	/s/ Ronit Zmiri
Name:	Ronit Zmiri
Title:	Corporate Secretary

Date: June 28, 2018

EXHIBIT INDEX

Exhibit No.	Description
1.	Registrant's Press Release dated -	June 28, 2018
2.	Unofficial English Translation of Elbit Systems Ltd. Credit Review -	June, 2018
3.	Consent of Rating Agency Dated -	June 28, 2018

EX-1

Exhibit 1

In Light of the Progress in the Acquisition by Elbit Systems of IMI Systems Ltd., MIDROOG Ltd. Places Under Review For Down Grade (Credit Review) the Rating of Elbit Systems' Series "A" Notes

Haifa, Israel, June 28, 2018 - Elbit Systems Ltd. (NASDAQ and TASE: ESLT) ("Elbit Systems" or “the Company”) announced today that in light of the progress in the acquisition of IMI Systems Ltd., ("IMI") by the Company, as announced by the Company on June 19, 2018, the Israeli rating agency Midroog Ltd. ("Midroog"), places the Series "A" Notes issued by the Company in 2010 and in 2012 (the Notes"), under review for down grade (Credit Review). The Notes are currently rated "Aa1" (on a local scale). The Credit Review will be performed by Midroog following the closing of the acquisition transaction.

The rating will be examined by Midroog taking into consideration, among other things, the transaction structure and financing, the Company's business plan for IMI and the expected time frame for reduction of the Company's debt.

Midroog's official announcement in Hebrew will be submitted by the Company to the Israel Securities Authority and the TASE. An unofficial English translation of Midroog's announcement will be submitted by the Company on Form 6-K to the U.S. Securities and Exchange Commission.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any Series "A" Notes.

About Elbit Systems

Elbit Systems Ltd. is an international high technology company engaged in a wide range of defense, homeland security and commercial programs throughout the world. The Company, which includes Elbit Systems and its subsidiaries, operates in the areas of aerospace, land and naval systems, command, control, communications, computers, intelligence surveillance and reconnaissance ("C4ISR"), unmanned aircraft systems, advanced electro-optics, electro-optic space systems, EW suites, signal intelligence systems, data links and communications systems, radios and cyber-based systems. The Company also focuses on the upgrading of existing platforms, developing new technologies for defense, homeland security and commercial applications and providing a range of support services, including training and simulation systems.

For additional information, visit: www.elbitsystems.com, follow us on Twitteror visit our official Youtube Channel

Contacts:

Company Contact: Joseph Gaspar, Executive VP & CFO Tel: +972-4-8316663 j.gaspar@elbitsystems.com David Vaaknin, VP, Head of Corporate Communications Tel: +972-77-2946691 david.vaaknin@elbitsystems.com IR Contact: Ehud Helft Kenny Green GK Investor Relations Tel: 1-646-201-9246 elbitsystems@gkir.com

This press release contains forward‑looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended) regarding Elbit Systems Ltd. and/or its subsidiaries (collectively the Company), to the extent such statements do not relate to historical or current fact. Forward-looking statements are based on management’s expectations, estimates, projections and assumptions. Forward‑looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results, performance and trends may differ materially from these forward‑looking statements due to a variety of factors, including, without limitation: scope and length of customer contracts; governmental regulations and approvals; changes in governmental budgeting priorities; general market, political and economic conditions in the countries in which the Company operates or sells, including Israel and the United States among others; differences in anticipated and actual program performance, including the ability to perform under long-term fixed-price contracts; and the outcome of legal and/or regulatory proceedings. The factors listed above are not all-inclusive, and further information is contained in Elbit Systems Ltd.’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission. All forward‑looking statements speak only as of the date of this release. The Company does not undertake to update its forward-looking statements.

Elbit Systems Ltd., its logo, brand, product, service and process names appearing in this Press Release are the trademarks or service marks of Elbit Systems Ltd. or its affiliated companies. All other brand, product, service and process names appearing are the trademarks of their respective holders. Reference to or use of a product, service or process other than those of Elbit Systems Ltd. does not imply recommendation, approval, affiliation or sponsorship of that product, service or process by Elbit Systems Ltd. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark or other intellectual property right of Elbit Systems Ltd. or any third party, except as expressly granted herein.

EX-2

Exhibit 2

Elbit Systems Ltd.

Credit Review | June 2018

(Non-official English Translation)

This credit review is a translation of a report that was written in Hebrew for a debt issued in Israel. The binding version is the one in the origin language.

Contacts:

Liat Kadisch, CPA, Senior Team Leader – Secondary Rating Analyst

Liatk@midroog.co.il

Avi Ben-Noon, Head of Financial Institutions Sector – Primary Rating Analyst

Sigal Issachar, VP – Head of Corporate Financing Sector

MIDROOG

Elbit Systems Ltd.

Series A Aa1.il Credit Review for Downgrade

Midroog has placed under review for downgrade (Credit Review) the debentures rating (Aa1.il) issued by Elbit Systems Ltd. ("the Company" or "Elbit"). Midroog estimates that the acquisition of the shares of IMI Systems Ltd. ("IMI transaction"), will lead to an increase in the Company's credit risk resulting from its assessment of an increase in the level of debt, debt leverage and a slowdown in the coverage ratios in the short to medium term. The Company's rating will be reviewed after the transaction is closed, taking into consideration, among other things, the IMI transaction structure and financing, the Company's business plan for IMI, and the assessment of Midroog regarding the expected time frame for reduction of the Company’s debt.

On June 19, 2018, Elbit Systems announced that the agreements reached between the Company and the Government of Israel (the "State") regarding the acquisition of the shares of IMI Systems Ltd. ("IMI") from the State, were approved by the Committee for the Tenders of the sale of the State's shares in IMI and by the Company's Board of Directors. According to the Company's announcement, the purchase price of IMI's shares will be approximately NIS 1.8 billion ($ 495 million), with an additional payment of approximately NIS 100 million ($ 27 million) contingent upon IMI meeting certain performance goals.

The financing of the transaction is expected to rely on an increase in the Company's financial debt alongside Seller's loan (e.g. deferred payments of part of the transaction price). Midroog also estimates an increase in the Company's liabilities related to IMI’s employees. Midroog estimates that following the acquisition, in the short and medium term, the transaction is expected to have a negative effect on Elbit Systems' credit risk, inter alia, due to the low profitability of the acquired company, the expected increase in the Company's financial debt and the erosion in the Company's coverage debt-coverage ratios. On the other hand, Midroog estimates that over time, the transaction may provide the Company with an opportunity to expand the mix of solutions it offers to its customers, to create marketing and operational synergies and to improve the profitability of the acquired company. Midroog also takes into account Elbit Systems' proven track record of successful large scale mergers and acquisitions. In addition to the IMI transaction, the Company reported earlier this year a deal for the acquisition of Universal Avionics Systems Corporation in the amount of about $ 120 million. The Universal transaction was completed during the second quarter of the year.

To date, the completion of the IMI transaction is subject to the receipt of the remaining applicable Governmental approvals and sign of the relevant documents which are assessed by Midroog to be of high probability. The effect of the transaction on the rating will be determined by Midroog only upon its completion and further clarification of its terms. As part of such process, Midroog will examine the financing plan for the transaction, the relocation plan for IMI's facilities as well as the Company's business plan for the acquired business. In addition, Midroog will estimate the period that will be required for the Company to scale down the expected post-closing debt based upon the expected free cash flow.

MIDROOG

Debentures outstanding which are rated by Midroog:

Debenture Series	Security ID	Rating	Rating Outlook	Final Maturity
A	1119635	Aa1.il	Credit review for downgrade	June 30, 2020

Company’s Profile

Elbit Systems Ltd. is a multinational Company based in Israel, engaged directly and through subsidiaries in development, manufacturing, integration and marketing of electronic warfare systems for military use in air, sea and land. The Company serves as prime contractor of solutions for armies and governments, as well as supplier of products and systems for leading manufacturers in the global defense industry.

The Company has 12,500 employees, most of them in Israel and the rest in subsidiaries around the world. The Company is (indirectly) 45.8% owned by Mr. Michael Federman and the remainder is owned by institutional investors and by the public. The Company CEO is Mr. Bezalel Machlis.

Rating History

Related Reports

Elbit Systems Ltd. – Monitoring Report – January 2017

Defense Companies – Methodology Report – February 2014

Midroog Rating Scales and Definitions

Relations and Holdings Table

The reports are published on the Midroog website at www.midroog.co.il

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MIDROOG

General Information

Date of rating report:	June 28, 2018
Date of last revision of the rating:	January 4, 2018
Date of first publication of the rating:	May 13, 2010
Rating commissioned by:	Elbit Systems Ltd.
Rating paid for by:	Elbit Systems Ltd.

Information from the Issuer

Midroog relies in its ratings inter alia on information received from competent personnel at the issuer.

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MIDROOG

Long-Term Rating Scale

Aaa.il	Issuers or issues rated Aaa.il are those that, in Midroog judgment, have highest creditworthiness relative to other local issuers.
Aa.il	Issuers or issues rated Aa.il are those that, in Midroog judgment, have very strong creditworthiness relative to other local issuers.
A.il	Issuers or issues rated A.il are those that, in Midroog judgment, have relatively high creditworthiness relative to other local issuers.
Baa.il	Issuers or issues rated Baa.il are those that, in Midroog judgment, have relatively moderate credit risk relative to other local issuers, and could involve certain speculative characteristics.
Ba.il	Issuers or issues rated Ba.il are those that, in Midroog judgment, have relatively weak creditworthiness relative to other local issuers, and involve speculative characteristics.
B.il	Issuers or issues rated B.il are those that, in Midroog judgment, have relatively very weak creditworthiness relative to other local issuers, and involve significant speculative characteristics.
Caa.il	Issuers or issues rated Caa.il are those that, in Midroog judgment, have extremely weak creditworthiness relative to other local issuers, and involve very significant speculative characteristics.
Ca.il	Issuers or issues rated Ca.il are those that, in Midroog judgment, have extremely weak creditworthiness and very near default, with some prospect of recovery of principal and interest.
C.il	Issuers or issues rated C are those that, in Midroog judgment, have the weakest creditworthiness and are usually in a situation of default, with little prospect of recovery of principal and interest.

Note: Midroog appends numeric modifiers 1, 2, and 3 to each rating category from Aa.il to Caa.il. The modifier '1' indicates that the bond ranks in the higher end of its rating category, which is denoted by letters. The modifier '2' indicates that it ranks in the middle of its rating category and the modifier '3' indicates that the bond ranks in the lower end of that category, denoted by letters.

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MIDROOG

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This document, including this paragraph, is copyrighted by Midroog, and is protected by copyright and by intellectual property law. This document may not be copied, or otherwise scanned, amended repackaged, further transmitted, transferred, disseminated, redistributed, duplicated, displayed, translated, resold, or stored for subsequent use for any such purpose, in whole or in part, in any form or manner or by any means whatsoever, by any person, without advance written consent from Midroog.

Caveat regarding the limitations of a rating and the risks of relying on a rating, and caveats and reservations in respect to the activity of Midroog Ltd. and the information appearing on its website

Ratings and/or publications issued by Midroog are or contain Midroog’s subjective opinions about the relative future credit risk of entities, credit obligations, debts and/or debt-like financial instruments, that apply on the date of their publication, and as long as Midroog has not changed the rating or withdrawn it. Midroog's publications may contain assessments based on quantitative models of credit risks, as well as related opinions. Ratings and publications by Midroog do not constitute a statement about the accuracy of the facts at the time of the publication or in general. Midroog makes use of rating scales to issue its opinions, according to definitions detailed in the scale itself. The choice of a symbol to reflect Midroog’s opinion with respect to credit risk reflects solely a relative assessment of that risk. Midroog’s ratings are issued on a national scale and, as such, are opinions of the relative creditworthiness of issuers and financial obligations within Israel. National scale ratings are not designed to be compared between countries; rather, they address relative credit risk within a given country.

Midroog defines credit risk as the risk that an entity may fail to meet its contractual financial obligations on schedule and the estimated financial loss in the event of default. Midroog's ratings do not address any other risk, such as risks relating to liquidity, market value, change in interest rates, and fluctuation in prices or any other element that influences the capital market.

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Nor do the ratings and/or publications issued by Midroog constitute investment advice or financial advice, nor do they address the appropriateness of any given investment for any specific investor. Midroog issues ratings on the assumption that anybody making use of the information therein and of the ratings will exercise due caution and make his own assessment (himself and/or through authorized professionals) of the merit of any investment in a financial asset that he is thinking of buying, holding or selling. Every investor should obtain professional advice in respect to his investments, to the applicable law, and/or to any other professional issue.

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All the information contained in Midroog ratings and/or publications, and on which it relied (hereinafter: "the Information") was delivered to Midroog by sources (including the rated entity) that it considers credible. Midroog is not responsible for the accuracy of the Information and presents it as provided by the sources. Midroog exercises reasonable means, to the best of its understanding, so that the Information is of sufficient quality and that it originates from sources Midroog considers to be credible, including information received from independent third parties, if and when appropriate. However, Midroog does not carry out audits and cannot therefore verify or validate the Information.

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Midroog maintains policies and procedures in respect to the independence of the rating and the rating processes.

A rating issued by Midroog may change as a result of changes in the information on which it was based and/or as a result of new information and/or for any other reason. Updates and/or changes in ratings are presented on Midroog’s website at http://www.midroog.co.il.

6 28/06/2018 Elbit Systems Ltd. – Credit Review

EX-3

Exhibit 3

CONSENT OF RATING AGENCY

We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-139512 and 333-223785) pertaining to employees’ stock option plan of Elbit Systems Ltd. (the “Company”) of the unofficial translation of our Credit review Report dated June 28, 2018, with respect to the Series A Notes issued by the Company, included in this current report on Form 6-K.

/s/Sigal Issachar

Sigal Issachar, VP

Midroog Ltd

Tel-Aviv, Israel,

June 28, 2018