Additional Information and Where to Find It
In connection with the proposed transaction, Harris has filed with the SEC, and the SEC has declared effective, a Registration Statement on Form S-4 (Reg. No. 333-202539), containing a proxy statement/prospectus regarding the proposed merger. SHAREHOLDERS OF EXELIS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The definitive proxy statement/prospectus has been mailed to shareholders of Exelis. Investors and security holders may obtain the documents free of charge at the SEC’s web site, www.sec.gov, from Harris at its web site, www.Harris.com, or from Exelis at its web site, www.Exelisinc.com, or 1650 Tysons Blvd. Suite 1700, McLean, VA 22102, attention: Corporate Secretary.
Participants In Solicitation
Exelis and Harris and their respective directors and executive officers, other members of management and employees and the proposed directors and executive officers of the combined company, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information concerning the proposed directors and executive officers of the combined company, Exelis’ and Harris’ respective directors and executive officers and other participants in the proxy solicitation, including a description of their interests, is included in the definitive proxy statement/prospectus contained in the above-referenced Registration Statement on Form S-4 (Reg. No. 333-202539), as amended, and in Exelis’ and Harris’ respective Form 10-Ks, as amended, for the year ended December 31, 2014 in respect of Exelis and for the year ended June 27, 2014 in respect of Harris.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
| Exelis Inc. | ||||||||
| Consolidated Statements of Operations (unaudited) | ||||||||
| (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) | ||||||||
|
Three Months Ended March 31, |
||||||||
| 2015 | 2014 | |||||||
| Product revenue | $ | 508 | $ | 480 | ||||
| Service revenue | 277 | 268 | ||||||
| Total revenue | 785 | 748 | ||||||
| Cost of product revenue | 354 | 354 | ||||||
| Cost of service revenue | 218 | 212 | ||||||
| Selling, general and administrative expenses | 95 | 98 | ||||||
| Research and development expenses | 13 | 10 | ||||||
| Restructuring and asset impairment charges | 1 | 5 | ||||||
| Operating income | 104 | 69 | ||||||
| Interest expense, net | 9 | 9 | ||||||
| Other (income) expense, net | − | (2 | ) | |||||
| Income from continuing operations before income tax expense | 95 | 62 | ||||||
| Income tax expense | 36 | 23 | ||||||
| Income from Continuing operations | 59 | 39 | ||||||
| Income from discontinued operations, net of tax | − | 13 | ||||||
| Net income | $ | 59 | $ | 52 | ||||
| Earnings Per Share | ||||||||
| Basic | ||||||||
| Continuing operations | $ | 0.32 | $ | 0.21 | ||||
| Discontinued operations | $ | − | $ | 0.07 | ||||
| Net income | $ | 0.32 | $ | 0.27 | ||||
| Diluted | ||||||||
| Continuing operations | $ | 0.31 | $ | 0.20 | ||||
| Discontinued operations | $ | − | $ | 0.07 | ||||
| Net income | $ | 0.31 | $ | 0.27 | ||||
| Weighted average common shares outstanding – basic | 186.4 | 189.6 | ||||||
| Weighted average common shares outstanding – diluted | 191.5 | 194.9 | ||||||
| Cash dividends declared per common share | $ | 0.10 | $ | 0.10 | ||||
