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MELBOURNE, Fla. & NEW YORK–(BUSINESS WIRE)–Harris Corporation (NYSE:HRS) (“Harris”) and L3 Technologies, Inc.
(NYSE:LLL) (“L3”) today announced that, in connection with the
previously announced offers to eligible holders to exchange (each, an
“Exchange Offer” and collectively, the “Exchange Offers”) any and all
outstanding notes issued by L3 as set forth in the table below (the
“Existing L3 Notes”) for (1) up to $3,350,000,000 aggregate principal
amount of new notes issued by Harris (the “New Harris Notes”) and (2)
cash, and related consent solicitations (each, a “Consent Solicitation”
and, collectively, the “Consent Solicitations”) to adopt certain
proposed amendments to each of the indentures governing the Existing L3
Notes (the “Indenture Amendments”), L3 has received the requisite number
of consents to adopt the Indenture Amendments with respect to each of
the five outstanding series of Existing L3 Notes that are subject to the
Exchange Offers and Consent Solicitations. L3 intends to promptly enter
into a supplemental indenture with the trustee for the Existing L3 Notes
(the “Supplemental Indenture”) to effect the Indenture Amendments.

Withdrawal rights for the Exchange Offers and Consent Solicitations
expired as of 5:00 p.m., New York City time, on June 12, 2019 (the
“Early Tender Deadline”). As of the Early Tender Deadline, the following
principal amounts of each series of Existing L3 Notes have been validly
tendered and not validly withdrawn (and consents thereby validly given
and not validly revoked):

   

Title of Series/ CUSIP Number of Existing

L3 Notes

Aggregate

Principal

Amount

Outstanding

Existing L3 Notes Tendered at Early Tender

Deadline

    Principal Amount   Percentage
4.950% Senior Notes due 2021 / 502413BA4 $650,000,000 $500,875,000   77.06%
3.850% Senior Notes due 2023 / 502413BF3 $800,000,000 $740,427,000 92.55%
3.950% Senior Notes due 2024 / 502413BD8 $350,000,000 $326,286,000 93.22%
3.850% Senior Notes due 2026 / 502413BE6 $550,000,000 $534,258,000 97.14%
4.400% Senior Notes due 2028 / 502413BG1 $1,000,000,000 $917,856,000 91.79%
 

The Exchange Offers and Consent Solicitations are being made pursuant to
the terms and subject to the conditions set forth in the offering
memorandum and consent solicitation statement dated May 30, 2019 (the
“Offering Memorandum and Consent Solicitation Statement”).

Each Exchange Offer and Consent Solicitation is conditioned upon the
completion of the other Exchange Offers and Consent Solicitations,
although Harris may waive such condition at any time with respect to an
Exchange Offer. Any waiver of a condition by Harris with respect to an
Exchange Offer will automatically waive such condition with respect to
the corresponding Consent Solicitation, as applicable.

In addition, the Exchange Offers and Consent Solicitations are
conditioned upon the consummation of the transactions contemplated by
the Agreement and Plan of Merger, dated as of October 12, 2018 (as it
may be amended from time to time, the “Merger Agreement”), by and among
Harris, L3 and Leopard Merger Sub Inc., a wholly-owned subsidiary of
Harris (“Merger Sub”), pursuant to which Merger Sub will be merged with
and into L3 with L3 surviving the merger as a wholly-owned subsidiary of
Harris (the “Merger”). Harris will be renamed “L3Harris Technologies,
Inc.” upon consummation of the Merger.

Harris, in its sole discretion, may modify or terminate the Exchange
Offers and may extend the Expiration Date (as defined herein) or any
payment date with respect to the Exchange Offers, subject to applicable
law. Any such modification, termination or extension by Harris will
automatically modify, terminate or extend the corresponding Consent
Solicitation, as applicable.

The Exchange Offers and Consent Solicitations will expire at 12:01 a.m.,
New York City time, on July 1, 2019, unless extended (the “Expiration
Date”). The settlement date will be promptly after the Expiration Date
and is expected to be within three business days after the Expiration
Date.

Documents relating to the Exchange Offers and Consent Solicitations will
be distributed only to eligible holders of Existing L3 Notes who certify
that they are either (a) a “Qualified Institutional Buyer” as that term
is defined in Rule 144A under the Securities Act of 1933 (the
“Securities Act”), or (b) a person that is outside the “United States”
and that (i) is not a “U.S. person,” as those terms are defined in Rule
902 under the Securities Act, (ii) is not an “EEA Retail Investor” (as
defined in the Offering Memorandum and Consent Solicitation Statement)
and (iii) is not located in Canada. The complete terms and conditions of
the Exchange Offers and Consent Solicitations are described in the
Offering Memorandum and Consent Solicitation Statement, a copy of which
may be obtained by contacting D.F. King & Co., Inc., the exchange agent
and information agent in connection with the Exchange Offers and Consent
Solicitations, at (866) 304-5477 (U.S. toll-free) or (212) 269-5550
(banks and brokers) or [email protected] The eligibility form is
available electronically at: https://www.dfking.com/hrs.

This press release does not constitute an offer to sell or purchase, or
a solicitation of an offer to sell or purchase, or the solicitation of
tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The Exchange
Offers and Consent Solicitations are being made solely pursuant to the
Offering Memorandum and Consent Solicitation Statement and only to such
persons and in such jurisdictions as is permitted under applicable law.

The New Harris Notes have not been and will not be registered under the
Securities Act or any state securities laws. Therefore, the New Harris
Notes may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and any applicable state securities
laws.

About Harris Corporation

Harris Corporation is a leading technology innovator, solving customers’
toughest mission-critical challenges by providing solutions that
connect, inform and protect. Harris supports government and commercial
customers in more than 100 countries and has approximately $6 billion in
annual revenue. The company is organized into three business segments:
Communication Systems, Electronic Systems and Space and Intelligence
Systems. Learn more at harris.com.

About L3 Technologies, Inc.

With headquarters in New York City and approximately 31,000 employees
worldwide, L3 develops advanced defense technologies and commercial
solutions in pilot training, aviation security, night vision and EO/IR,
weapons, maritime systems and space. L3 is organized into three business
segments: Intelligence, Surveillance and Reconnaissance Systems,
Communications and Networked Systems and Electronic Systems. To learn
more about L3, please visit the company’s website at www.L3T.com.
L3 uses its website as a channel of distribution of material company
information. Financial and other material information regarding L3 is
routinely posted on the company’s website and is readily accessible.

Forward-Looking Statements

All statements other than historical facts may be forward-looking
statements; words such as “may,” “will,” “should,” “likely,” “projects,”
“financial guidance,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions are used to identify
forward-looking statements. L3 and Harris caution investors that these
statements are subject to risks and uncertainties, many of which are
difficult to predict and generally beyond L3’s and Harris’ control, that
could cause actual results to differ materially from those expressed in,
or implied or projected by, the forward-looking information and
statements. In addition to factors previously disclosed in L3’s and
Harris’ reports filed with the SEC and those identified elsewhere in
this communication, the following factors, among others, could cause
actual results to differ materially from forward-looking statements or
historical performance: the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of L3 and
Harris to terminate the definitive merger agreement between L3 and
Harris; the outcome of any legal proceedings that have been or may be
instituted against L3, Harris or their respective directors; the ability
to obtain regulatory approvals and satisfy other closing conditions to
the merger in a timely manner or at all, including the risk that
regulatory approvals required for the merger are not obtained or are
obtained subject to conditions that are not anticipated; delay in
closing the merger; difficulties and delays in integrating the L3 and
Harris businesses or fully realizing anticipated cost savings and other
benefits; business disruptions from the proposed merger that may harm
L3’s or Harris’ businesses, including current plans and operations; any
announcement relating to the proposed transaction could have adverse
effects on the ability of L3 or Harris to retain and hire key personnel
or maintain relationships with suppliers and customers, including the
U.S. government and other governments, or on L3’s or Harris’ operating
results and businesses generally; the risk that the announcement of the
proposed transaction could have adverse effects on the market price of
either or both of L3’s and Harris’ common stock and the uncertainty as
to the long-term value of the common stock of the combined company
following the merger; certain restrictions during the pendency of the
merger that may impact L3’s or Harris’ ability to pursue certain
business opportunities or strategic transactions; the business, economic
and political conditions in the markets in which L3 and Harris operate;
and events beyond L3’s and Harris’ control, such as acts of terrorism.

These forward-looking statements speak only as of the date of this
communication or as of the date they were made, and neither L3 nor
Harris undertakes any obligation to update forward-looking statements.
For a more detailed discussion of these factors, also see the
information under the captions “Cautionary Statement Regarding
Forward-Looking Statements” and “Risk Factors” in L3’s and Harris’ Joint
Proxy Statement/Prospectus that forms part of the Registration Statement
on Form S-4 filed by Harris and the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” in L3’s and Harris’ most recent reports on Form 10-K for
the years ended December 31, 2018 and June 29, 2018, respectively, and
any material updates to these factors contained in any of L3’s and
Harris’ subsequent and future filings.

As for the forward-looking statements that relate to future financial
results and other projections, actual results will be different due to
the inherent uncertainties of estimates, forecasts and projections and
may be better or worse than projected and such differences could be
material. Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results. Given these uncertainties, you should not place
any reliance on these forward-looking statements.

Contacts

Jim Burke
Harris Corporation
[email protected]
321-727-9131

Jennifer
Barton

L3 Technologies
[email protected]
212-805-5356