Harris Corporation to Acquire Exelis Complementary, Adds Scale and Strengens Core Franchises

Harris Corporation to Acquire Exelis Complementary, Adds Scale and Strengthens Core Franchises MELBOURNE, Fla. and MCLEAN, Va., Feb. 6, 2015 Harris Corporation (NYSE:HRS) and Exelis, Inc. (NYSE:XLS) today announced a definitive agreement under which Harris will acquire Exelis in a cash and stock transaction valued at $23.75 per share, or an approximately $4.75 billion enterprise value. The agreement has been unanimously approved by the Boards of Directors of both companies. The transaction is expected to close in June 2015 and is subject to customary closing conditions, including regulatory and Exelis shareholder approval. Under the terms of the transaction, Exelis shareholders will receive $16.625 in cash and 0.1025 of a share of Harris common stock, based on Harris closing price as of Feb. 5, 2015, for each share of Exelis common stock. Upon closing, Harris shareholders will own approximately 85 percent of the combined company, and Exelis shareholders will own approximately 15 percent. On a pro forma basis for the latest twelve months ended Dec. 31, 2014, the combined company would have had more than $8 billion in revenue and about 23,000 employees globally, including 9,000 engineers and scientists. Acquiring Exelis is transformational for Harris, said William M. Brown, chairman, president and chief executive officer of Harris. The combination of the two companies highly complementary core franchises creates a competitively stronger company with significantly greater scale. We are expanding in a market, where we have decades of success and a workforce dedicated to providing our customers with innovative and cost-effective solutions for some of their most complex challenges. This agreement to become part of Harris Corporation represents an exciting new chapter for Exelis, said David F. Melcher, chief executive officer and president of Exelis. Combining the companies not only creates shareholder value, but the commitment to excellence and innovation that both companies share will significantly benefit customers and provide new opportunities for employees. Melcher also noted, Our 2014 was another strong year, and we expect to report revenue of approximately $3.25 billion and adjusted operating margin between 12.4 and 12.5 percent, which is in line with our previous guidance. Exelis indicated that approximately $25 million of its anticipated free cash flow for 2014 shifted into 2015 due to some delayed collections, but that its estimate for 2015 free cash flow is being increased to approximately $275 million. Exelis also expects depreciation and amortization of approximately $106 million in 2014, net debt of $139 million and a net unfunded pension liability of approximately $1.9 billion at the end of 2014. Exelis ended the year with an estimated $2.8 billion in funded backlog. Financial highlights

Based on an expected June 2015 closing, the transaction is expected to be slightly accretive to Harris in the first full year and a significant contributor thereafter. Harris has identified estimated net pre-tax cost synergies from the combination in a range of $100 million to $120 million, with savings expected to achieve annual run-rate in year three. Savings are expected from consolidating headquarters and eliminating public company costs and from operational and functional efficiencies. Harris has secured $3.4 billion of fully committed bridge financing from Morgan Stanley Senior Funding, Inc. and expects to put in place permanent financing in the form of term loans and unsecured bonds prior to closing. Following the transaction, Harris expects to continue to have a solid balance sheet supported by strong free cash flow from the combined business, enabling it to pay down debt rapidly. Integration plan

Harris has developed a detailed execution plan to ensure seamless integration and achieve identified cost synergies. The dedicated integration team will have executive leadership and be comprised of senior members of both organizations. Harris is confident in its ability to effectively combine these two companies and provide the organizational alignment to achieve full strategic value. Advisors

Morgan Stanley & Co. LLC is acting as financial advisor to Harris Corporation and Sullivan & Cromwell LLP is serving as principal legal counsel. J.P. Morgan Securities LLC is acting as financial advisor to Exelis, and Jones Day is serving as legal counsel. Conference call and webcast

As part of Harris previously scheduled conference call today beginning at 8:30 a.m. ET to discuss its second quarter fiscal 2015 financial results (reported in a separate news release today) the management of Harris and Exelis will jointly discuss this announcement. The dial-in numbers for the teleconference are (877) 303-9481 (U.S.) and (760) 666-3582 (International), using participant code 74043536. Please allow at least 10 minutes before the scheduled start time to connect to the teleconference. Participants are encouraged to listen via live webcast. Accompanying presentations as well as the live and archived webcast of the call can be accessed at www.harris.com/webcast/quarterly/2015Q2. An audio replay of the call will be available on the Harris website beginning at approximately 12 p.m. ET on Feb. 6. About Harris Corporation

Harris is an international communications and information technology company serving government and commercial markets in more than 125 countries. Headquartered in Melbourne, Florida, the company has approximately $5 billion of annual revenue and about 13,000 employees including 6,000 engineers and scientists. Harris is dedicated to developing best-in-class assured communications products, systems, and services. Additional information about Harris Corporation is available at harris.com. About Exelis

Exelis is a diversified, top-tier global aerospace, defense, information and services compan

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