425 1 form425.htm 425
Filed by L3 Technologies, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: L3 Technologies, Inc.
Commission File No. 001-37975

 Harris Corporation and L3 Technologies to Combine in Merger of EqualsCreating a Leading Global Defense Technology Company  October 15, 2018 

 Forward looking statements  Investor Presentation  2  Statements in this presentation that are not historical facts are forward-looking statements that reflect Harris Corporation’s and L3 Technologies’ respective 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 include but are not limited to: statements about the expected timing and completion of the proposed combination, the anticipated benefits of the proposed combination, including estimated synergies, the effects of the proposed combination, including on future financial and operating results, and the integration of the parties’ operations, levels and timing of share repurchases; and other statements that are not historical facts.The parties caution 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.Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that stockholders of either party may not approve the proposed combination; the risk that the parties may not be able to obtain (or may be required to make divestitures in order to obtain) the necessary regulatory approvals or to satisfy any of the other conditions to the proposed combination in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed combination; risks related to the inability to realize benefits or to implement integration plans and other consequences associated with the proposed combination; the risk that any announcements relating to the proposed combination could have adverse effects on the market price of the common stock of either or both parties; and the risk that the proposed combination and its announcement could have an adverse effect on either or both parties’ ability to retain customers and retain and hire key personnel and maintain relationships with suppliers and customers, including the U.S. Government and other governments, and on their operating results and businesses generally. The foregoing list of risks and uncertainties that could cause actual results to differ from those described in forward-looking statements is not exhaustive. Further information relating to factors that may impact the parties’ results and forward-looking statements are disclosed in their respective filings with the Securities and Exchange Commission. The forward-looking statements in this presentation are made as of the date of this presentation, and the parties 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.Persons receiving this presentation are cautioned not to place undue reliance on forward-looking statements. 

 Transformative merger of equals    Leading portfolio of technology solutions and capabilities aligned with customer priorities    Enhanced scale to pursue larger opportunities and be more cost competitive    Strong relationships with aerospace, defense, and intelligence customers    ~22,500 engineers focused on advanced technologies and a shared culture of innovation  Creating a leading global defense technology company  An innovative industry leader focused on creating advanced  technologies and deliveringcustomer focused solutions  Combining two complementary companies                  Capabilities Customers Innovation Scale          Leading technology innovator, solving customers’ toughest mission-critical challenges  Leading provider of technical solutions for military, homeland security, and commercial platforms        Market Cap:$34B  1 CY18 financials2 EBIT excluding discontinued operations is defined as net income plus interest expense and income taxes3 Net cash from continued operations less net capex  1Revenue:$16B  1,2EBIT:$2.4B      1 3FCF:$1.9B  Investor Presentation  3 

 Transaction summary  Investor Presentation  4  All-stock “merger of equals” transactionCombined equity value of $34B and enterprise value of $41B at announcement  Transaction Structure  For each L3 share, L3 shareholders will receive 1.30 Harris shares in the new companyHarris shareholders will own ~54% and L3 shareholders will own ~46% of the new company  ShareholderConsiderations  Chairman & Chief Executive Officer: William M. BrownVice Chairman, President & Chief Operating Officer: Christopher E. KubasikMr. Kubasik to assume CEO role after two years and Chairman role after three years12 board members total, with equal representation from Harris and L3  Governance & Leadership  Transaction unanimously approved by Board of Directors of both companiesExpected in mid-2019, subject to satisfaction of customary closing conditions, including receipt of regulatory and Harris and L3 shareholder approvalsL3 Harris Technologies anticipates reporting on a December full fiscal year end basis starting January 1st 2020  Closing  $500M of annual gross pre-tax cost synergies in year 3; $300M net of savings returned to customersFree cash flow run rate of $3B in year 3  Expected Synergies  Combined company will be named “L3 Harris Technologies”Headquartered in Melbourne, FL  Company Name and Headquarters  Return cash to shareholdersDividend payout expected around 30-35%; consistent with current practiceExcess cash toward share repurchases…up to $2B within first 12 months post closeCommitted to maintaining an investment grade credit rating  Expected Financial Policies 

 Highly strategic combination  Creates scale with a well-balanced portfolio  Complementary businesses…strengthens capabilities and expands customer relationships in over 100 countries  Accelerates innovation and time to market  Shared operating philosophy to continue to drive margin expansion  Meaningful value creation from cost synergies  Provides optionality for portfolio shaping  Accretive combination results in a strong balance sheet and robust free cash flow generation…$3B in year 3        Stronger platform for continued growth    Investor Presentation  5 

                           26%  13%  10%  17%        72%  28%  Creates scale and a well-balanced portfolio        Top 10 global defense player…6th largest in the US  U.S.Navy  8%Other DoD  Other U.S. Government 13%  International Government  Pro forma by CustomerCommercialU.S. Air Force13%  U.S. Army        67%  33%  Cost Plus  Fixed Price  Prime  Pro forma by Contract  Pro forma by PositionSubcontactor        … with a well-balanced portfolio                            6/30/2018 LTM Defense revenues ($B); per Capital IQ and latest available public filings52  31  30  26  25  16  11  10  8  6  4  2  LMT  NOC  BADefense  RTN  GDDefense  BAEN. America  HII  TXTDefense  MAXR                        Creation of “6th Prime”  Long tail of Tier 3/4 Suppliers            Investor Presentation  6 

     Complementary businesses…strength in multiple domains          Space & Cyber          Air          Land        Maritime                        Commercial Aviation      Capabilities and leadership in fast growing markets                                          Unmanned Integrated ISR Pilot TrainingPrecision Weapons Protected Comms EO/IR Sensors  Electronic WarfareAvionics Data LinksWeapons Release Contested Comms  Tactical Comms Public Safety RoboticsIntegrated Battle Management  Signal Intelligence Compact Optics Counter UAS SATCOMPrecision Weapons Soldier Systems  Electronic WarfareIntegrated Battle ManagementSensors Radar  UnmannedIntegration Power DistributionSensors Surveillance  Exquisite RF andOptical SensorsSatellite Imaging Space Protection WeatherSmall Satellites  Optical Tracking Transceivers Signal Intelligence Spacecraft Comms Cyber Intelligence  Air Traffic Trackingand SurveillanceGround / Air CommunicationHigh Reliable Network Management  Security & Detection Pilot Training Flight SimulatorAvionicsRF Microwave & Power      Investor Presentation  7 

 Accelerates innovation and reduces time to market  R&D spend as % of revenue        Best in class R&D spend…            Protected Comms / Free Space Optics      Missile Defense      Networked MultifunctionSystems      Electronic Warfare      Open Systems Architecture Unmanned        Investments aligned withNational Defense Strategy        …and strong engineering presence    7.5  8.0  1.0  15.0  15.0  0.5  Engineers ('000s)  Cleared personnel ('000s)  Cleared workspace (million sq. ft.)  ~22.5  1.5  ~23.0  Investing for leadership in Next Gen technologies                    5%  4%3%  Peers            Investor Presentation  8 

 Stronger platform to drive growth  Combination improves ability to meet rapidly evolving customer needs  Expand relationships with key international customers in over 100 countries  Better coordination with US government agencies for foreign military sales  Leverage complementary channels to market  Leverage ISR/SIGINT platforms to drive EW and avionics systems sales  Integrate EW and optical components into space capabilities  Spectrum Superiority  Multi-Domain Solutions  Resilient Space                  Infrared Surveillance Sensor        Leverage Complementary PlatformsExpand into new and adjacent markets by leveraging leading franchises in tactical, protected and strategic comms, ISR and spaceIncrease affordability through value engineering and efficiency        Expand Geographic Reach        Pull-through Opportunities      Electronic Warfare      Avionics Processor    Investor Presentation  9 

 Shared operating philosophy to drive margin expansion          Opportunity to accelerate margin improvement trajectory through facility optimization, savings from shared services, supply chain leverage, and overhead cost reduction    Initiated in 2012, based on Lean Six SigmaFully deployed and deeply embedded  Reduced net operating cost by 2-3% per year  Initiated L365 corporatewide in 2017Early stages with momentum  Lower costs  Reduce complexity  Standardize and streamline processes across all functional areasImprove program executionImplement lean manufacturing and increase asset velocity  Drive customer satisfaction      Investor Presentation  10 

 Meaningful value creation from cost synergies  1 All figures exclude deal related costs.  $500M of pretax, gross cost synergies  — $300M net of savings returned to customers  — Expect to fully realize in year 3  Primary sources of cost synergies  — Supply chain and manufacturing / facilities  — Corporate and segment consolidation,public company costs  — Functional efficiencies / overhead reductions  — IT and other SG&A  Total one-time, pretax investment of $450Mover 3 years  Integration to be led by dedicated joint team with significant experience identifying and realizing synergies      1.8% of revenue;Exelis: Announced 1.4%Delivered: 1.7%      $450M  Investor Presentation  11  Corporate and segment consolidation  Functional efficiencies, OH reduction & shared services  Supply chain and footprint rationalization  $500M gross$300M net  Cash investment1 Year 3 savings 

 Attractive financial profile  Cash EPS2 accretive in year 1  1 EBIT excluding discontinued operations is defined as net income plus interest expense and income taxes.2 Cash diluted EPS excludes deal intangible amortization costs and one-time integration costs.  Revenue  EBIT1  EBITMargin  Free Cash Flow  Dividend Payout as% of FCF  ~$10.1B  ~$1.1B  ~11%  ~$0.9B  ~28%  CY2018E  Net Leverage  ~2.0x  Funded Pension %  +~$16.4B~$2.4B~14%~$1.9B~31%~2.2x~81%  ~72%  ~$6.3B  ~$1.2B  ~19%  ~$1.0B  ~33%  ~2.5x  ~88%          Investor Presentation  12 

             Today  Today  Organic Growth  Synergies + Capital Efficiencies  Year 3 Run Rate  Robust free cash flow generation  Targeting $3B of combined free cash flow by year 3        Strong free cash flow profile…        …supported by organic growth and capital efficiency initiativesCost synergies realization, beginning year 1  Optimize working capital across companies  Capital expenditure efficiencies  Cash tax opportunities  $1.0B  ~$0.5B  ~$3B  $0.9B  ~$0.5B      Investor Presentation  13 

 Increased technology content and focused R&D and product developmentReduced overhead powers greater agility and speed to marketHigher affordability, new capabilities and broader suite of high value products / services~$200M of synergy savings per year returned to customers  Investor Presentation  14  Customers  Greater career prospects at a larger, more diversified global defense technology organizationIncreased professional development and training  Employees  Cash EPS accretive in the first full year following closingAll-stock transaction allows all shareholders to participate in upside from combinationCommitted to maintaining existing investment grade credit ratingsCommitted to driving long term value through balanced capital allocation  Shareholders  Combination benefits all stakeholders 

 Key Takeaways  Investor Presentation  15  L3 Harris Technologies – Leading the way in technology innovation  Significant shareholder value creation opportunity  Clearly identified cost synergies and significant opportunities to enhance revenue growth  Enhanced scale to drive savings and more efficiently meet customers’ rapidly evolving needs  Complementary cultures focused on innovation and operational excellence  Broad suite of highly-complementary capabilities and technology solutions  Combines two highly-innovative companies uniquely focused on meeting the customers’ mostcomplex, mission-critical needs 

 Additional Information and Where to Find ItThis presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. This presentation is made in respect of the proposed combination of L3 Technologies (“L3”) and Harris Corporation (“Harris” and together with L3, the “parties”), as contemplated by the Agreement and Plan of Merger, dated as of October 12, 2018 (the “merger agreement”), among L3, Harris and a wholly owned merger subsidiary of Harris. In connection with the proposed combination, Harris intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) that will include a joint proxy statement of the parties that also constitutes a prospectus of Harris. The parties will make the joint proxy statement/prospectus available to their respective stockholders. This presentation is not a substitute for the registration statement, the joint proxy statement/prospectus or any other documents that either or both parties or any of their respective affiliates may file with the SEC or make available to their respective security holders. INVESTORS AND SECURITY HOLDERS OF EACH PARTY AND ITS AFFILIATES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE), BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION. Copies ofthe registration statement, including the joint proxy statement/prospectus, and other documents filed with the SEC (when available) may be obtained free of charge on the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Harris also may be obtained free of charge on its website at www.harris.com/investors/financial-reports. Copies of documents filed with the SEC by L3 also may be obtained free of charge on its website at https://www.l3t.com.Participants in SolicitationHarris, L3 and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed combination under the rules of the SEC. Information about the directors and executive officers of Harris is set forth in the proxy statement relating to its 2018 annual meeting of stockholders filed with the SEC on September 6, 2018. Information about the directors and executive officers of L3 is set forth in the proxy statement relating to its 2018 annual meeting of stockholders filed with the SEC on March 26, 2018. Additional information regarding the interests of these participants will be included in the joint proxy statement/prospectus regarding the proposed combination and other relevant materials to be filed with the SEC when they become available. Copies of these documents may be obtained free of charge as described in the preceding paragraph.  Investor Presentation  16  Additional Information; participants in solicitation