Filed

by:

Harris

Corporation

Pursuant

to

Rule

425

under

the

Securities

Act

of

1933

and

deemed

filed

pursuant

to

Rule

14a-12

of

the

Securities

Exchange

Act

of

1934

Subject

Company:

Exelis

Inc.

Commission

File

No.:

001-35228

J.P. Morgan Aviation,

Transportation and

Industrials Conference

March 3, 2015

2

Investor briefing

Forward-looking statements

Statements in this presentation that are not historical facts are forward-looking statements that reflect management's current expectations,

assumptions and estimates of future performance and economic conditions.  Such statements are made in reliance on the safe harbor provisions of

Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements in this presentation

include but are not limited to: earnings, revenue, operating margin, free cash flow, tax rate and other guidance for fiscal 2015; potential contract

opportunities and awards; the potential value and timing of contract awards; the value of opportunity pipelines; statements regarding the U.S.

Government budget; statements regarding outlook, including expected revenue, orders, cash flow, share repurchases and dividends and potential

growth and expansion; statements regarding the expected timing and completion of the proposed acquisition of Exelis Inc.; the anticipated benefits of

the proposed acquisition of Exelis, including estimated synergies; the estimated financial results of Exelis for 2014; the effects of the proposed

acquisition of Exelis, including effects on future financial and operating results, and other statements that are not historical facts.  The company

cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ

materially from those matters expressed in or implied by such forward-looking statements.  The company's consolidated results, the actual results

related to the proposed acquisition of Exelis and the forward-looking statements could be affected by many factors, risks and uncertainties, including

but not limited to: the loss of the company’s relationship with the U.S. Government or a reduction in U.S. Government funding; potential changes in U.S.

Government or customer priorities and requirements (including potential deferrals of awards, terminations, reductions of expenditures, changes to

respond to the priorities of Congress and the Administration, budgetary constraints, debt ceiling implications, sequestration and cost-cutting initiatives);

the potential impact of a security breach, through cyber attack or otherwise, or other significant disruptions of the company’s IT networks and systems

or those the company operates for customers; risks inherent with large long-term fixed-price contracts, particularly the ability to contain cost overruns;

financial and government and regulatory risks relating to international sales and operations; the continued effects of the general weakness in the global

economy and U.S. Government’s budget deficits, national debt and sequestration; the company’s ability to continue to develop new products that

achieve market acceptance; the consequences of future geo-political events; strategic acquisitions and the risks and uncertainties related thereto,

including the company’s ability to manage and integrate acquired businesses; performance of the company’s subcontractors and suppliers; potential

claims that the company is infringing the intellectual property rights of third parties; the successful resolution of patent infringement claims and the

ultimate outcome of other contingencies, litigation and legal matters; risks inherent in developing new technologies; changes in the company’s effective

tax rate; the potential impact of natural disasters or other disruptions on the company’s operations; the potential impact of changes in the regulatory

framework that applies to, or of satellite bandwidth constraints on, the company’s managed satellite and terrestrial communications solutions; changes

in future business or other market conditions that could cause business investments and/or recorded goodwill or other long-term assets to become

impaired; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Exelis; the

possibility that Exelis shareholders may not approve the merger agreement; the risk that the company and Exelis may not be able to obtain the

necessary regulatory approvals or to satisfy any of the other conditions to the proposed acquisition in a timely manner or at all; the risk that financing

for the proposed acquisition may not be obtained on anticipated terms or at all; risks related to disruption of management time from ongoing business

operations due to the proposed acquisition; the risk that Harris may fail to realize the benefits expected from the proposed acquisition; the risk that any

announcements relating to the proposed acquisition could have adverse effects on the market price of the company’s common stock; and the risk that

the proposed acquisition and its announcement could have an adverse effect on the ability of the company and Exelis to retain customers and retain

and hire key personnel and maintain relationships with their suppliers and customers, including the U.S. Government, and on their operating results

and businesses generally.  Further information relating to factors that may impact the company's and Exelis’ results and forward-looking statements

are disclosed in their respective filings with the SEC.  The forward-looking statements contained in this presentation are made as of the date of this

presentation, and the company and Exelis disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise.  Investors are cautioned not to place undue reliance on these forward-

looking statements.

3

Investor briefing

($million except EPS)

Based on guidance provided February 6, 2015.

EPS

Operating 

income

margin

Revenue

$4.95

to

$5.05

Harris overview

3,956

4,431

4,725

5,418

5,451

5,112

5,012

Down

1 to 3%

$3.16

$3.78

$4.57

$4.98

$5.20

$4.90

$5.00

17%

18%

21%

19%

18%

18%

18%

FY08

FY09

FY10

FY11

FY12

FY13

FY14

FY15

Guid

4

Investor briefing

Recent highlights

Continued strength in Government

Communications and international tactical radios

International now 31% of total revenue, up from

24% in 2012

Robust operating margins…

while raising R&D to

5.3% of revenue, up from 4.0% in 2012

U.S. budget bottoming

U.S. tactical radio procurement activity picking up

•

Strong core franchises

•

$770M NGA geospatial content management

•

$495M Air Force Hosted Payload Solutions

•

$300M to integrate various intelligence systems

Government Communications Systems

ongoing strength

Geospatial

Imagery

Air Traffic

Management

Space &

Intelligence

Weather

Avionics

Revenue

Operating margin

+1%

+11%

+2%

+12%

+5%

Based on guidance provided February 6, 2015. 

•

Outstanding operating performance

•

Strategic recent wins…

and $18.5B

pipeline, up 36% y/y

•

5 consecutive quarters of revenue growth

15 –

15.5%

2QFY14

3QFY14

4QFY14

1QFY15

2QFY15

Prior Yr

Current Yr

12.9%

14.2%

14.7%

15.4%

FY11

FY12

FY13

FY14

FY15

5

Investor briefing

6

Investor briefing

Recently announced acquisition of Exelis

A transformational acquisition

Powerful combination of two culturally-

aligned, technology-focused, highly

complementary companies

Revenue

EBITDA

Notes:

(1)

Trailing 12 months as of quarter ending January 2, 2015

(2)

Represents 2014 Exelis guidance as of February 6, 2015

(1)

(2)

(1)

(2)

$ Billions

$ Billions

4.96

3.25

8.21

Harris

Exelis

Harris

Pro forma

1.07

0.51

1.58

Harris

Exelis

Creates an industry innovator with

much greater scale providing a broad

spectrum of technology-based

advanced communication systems

~23,000 employees including ~9,000

engineers/scientists

~$8.2 billion revenue

~$1.6 billion EBITDA

Harris

Pro forma

7

Investor briefing

Exelis overview

•

Spun out of ITT in 2011

•

Headquartered in McLean, VA

•

~10,000 employees, 3,000 engineers

and scientists

•

2014 revenue of ~$3.25 billion /

EBITDA of ~$511 million

(1)

Prime: 71%; Sub: 29%

Fixed price: 53%; Cost plus: 47%

•

Funded backlog of ~$2.8 billion as of

12/31/14

(1)

Electronic

Systems

Segment revenue

Geospatial

Night Vision

& Comms

Information

Systems

Aerostructures

Air Force

Customer revenue

Army

Other DoD

&  Intel

Civil U.S.

International &

Commercial

Navy &

Marines

Night Vision

and Communications

Geospatial

Systems

Electronic

Systems

Information

Systems

Aerostructures

Note:

(1)

Represents 2014 Exelis guidance as of February 6, 2015

29%

21%

13%

34%

3%

21%

17%

6%

17%

16%

23%

8

Investor briefing

Transaction overview

Consideration

Financing

Valuation and

accretion

•

Total purchase price of $23.75 per share or $4.75 billion enterprise value

•

70% cash / 30% equity

•

Exelis’

shareholders will receive $16.625 in cash and 0.1025 Harris shares

•

Fully committed bridge financing in place

•

Historically low rate financing environment

•

Strong

balance

sheet

providing

flexibility

and

ability

to

invest

for

growth

•

Pro-forma

leverage

of

~2.9x

net

debt

to

adjusted

EBITDA

(1)

at

closing

•

Rapid de-leveraging with net leverage of ~1.5x in year 3

•

9.3x 2014 EBITDA

(2)

•

8.0x 2014 adjusted EBITDA

(1)(2)

•

GAAP EPS accretive in 1   full year and a significant contributor thereafter

•

Expected pro forma FCF approaching $1 billion in year 4

Notes:

(1)

(2)

Based on 2014 Exelis guidance as of February 6, 2015

Exelis’ standalone EBITDA adjusted for the purchase accounting reset of its net actuarial pension losses to zero

st

9

Investor briefing

Highly strategic acquisition

Strengthens core franchises and provides optionality for portfolio shaping

Builds stronger platform for growth

Creates scale and more balanced earnings

Generates meaningful cost synergies

Creates significant value for all stakeholders

Timing perfect, internally and externally

Combination creates a significantly stronger, more diversified and more competitive company

that is better positioned with its key customers to compete for and win new contracts

10

Investor briefing

Strengthens core franchises and provides

optionality for portfolio shaping

Highly complementary core franchises

Enhanced scale across platforms to drive

efficiency and better address customer needs

Optimized R&D portfolio to drive innovation

Deep customer relationships

Similar cultures and shared values

Space &

Intelligence

Weather

Air Traffic

Management

Tactical

Communications

11

Investor briefing

Generates meaningful cost synergies

•

Significant work done to fully diligence

synergy opportunity

•

Sources of cost synergies

HQ consolidation and public company costs

Manufacturing / supply chain / program

efficiencies

Functional efficiencies / overhead

reductions

•

Run-rate synergies net of flow-through

savings to customers

•

No revenue synergies included but

opportunities exist

$ Millions

Cash Investment

Cost

130 –

150

100 –

120

Run-Rate

Savings

A focused and highly experienced management team to drive the integration

Note:

(1)

Excludes deal related costs

12

Investor briefing

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of

any vote or approval.  This communication may be deemed to be solicitation material in respect of the proposed transaction

between Harris Corporation and Exelis.  In connection with the proposed transaction, Harris Corporation intends to file a

registration statement on Form S-4, that will include a proxy statement of Exelis and a prospectus of Harris with the

Securities and Exchange Commission (“SEC”).  This communication is not a substitute for the registration statement,

definitive proxy statement/prospectus or any other documents that Exelis or Harris Corporation may file with the SEC or

send to shareholders in connection with the proposed transaction.  INVESTORS AND SHAREHOLDERS OF EXELIS ARE

URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY

STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED

TRANSACTION. 

Investors and security holders will be able to obtain copies of the proxy statement/prospectus and other documents filed with

the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov.  Copies of documents filed with the SEC

by Harris Corporation will be made available free of charge on Harris Corporation’s website at http://harris.com/investors/. 

Copies of documents filed with the SEC by Exelis will be made available free of charge on Exelis’s website at

http://investors.exelisinc.com/.

Participants in Solicitation

Harris

Corporation

and

its

directors

and

executive

officers,

and

Exelis

and

its

directors

and

executive

officers,

may

be

deemed to be participants in the solicitation of proxies from the holders of Exelis common stock in respect of the proposed

transaction. Information about the directors and executive officers of Harris Corporation is set forth in the proxy statement for

Harris Corporation’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on September 9, 2014. 

Information

about

the

directors

and

executive

officers

of

Exelis

is

set

forth

in

the

proxy

statement

for

Exelis’s

2014

Annual

Meeting of Shareholders, which was filed with the SEC on March 26, 2014.  Investors may obtain additional information

regarding

the

interest

of

such

participants

by

reading

the

proxy

statement/prospectus

regarding

the

proposed

transaction

when it becomes available.  You may obtain free copies of these documents as described in the preceding paragraph.