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
March 19, 2019 Vince Jarvie and Dennis Keith on Corporate Security as a Business Discriminator IMO Leadership Profile How do we safeguard our nation’s interests and retain our ability to be the customers’ first choice formission solutions while executing the largest-everdefense merger? “Trust is the foundation of the strong security relationships we’ve built with the DoD, domestic andinternational customers, and suppliers,” says VinceJarvie, L3’s Vice President of Corporate Security. “Ourfocus now is on planning to become the premierAerospace and Defense security organization to serveas a business discriminator for L3 Harris Technologies.” IMO Security Leads Vince Jarvie (L3) and Dennis Keith (Harris) Dennis Keith agrees. “In corporate security, we have two main jobs: Enabling secure business operations and managingrisk. That means ensuring that we have trusted networks, trusted people with the appropriate level of clearance andprotected spaces to do the work we promise to do for our customers.” Dennis Keith is Harris Vice President and Chief Security Officer and Integration Management Office (IMO) Security teamco-lead with Vince. Together, they have decades of security leadership experience. Jarvie began his career in the U.S.Government Intelligence Community, transitioned to industry with Lockheed Martin and joined L3 in 2005. Bothemphasize collaboration as integral to their IMO team’s success. Before joining Harris in 2013, Keith held senior positionsin the Senior National Intelligence Service and other government agencies. “One responsibility that we all share is the obligation to protect and secure the information that we have access to inperforming our job duties,” says Jarvie.“Each function within a company has a unique goal and mission within theenterprise - including engineering, facilities, operations, IT, and human resources, among others.” Keith adds, “We arealigned on the core competencies that make up a comprehensive security program. Industrial security, classified systems,cyber security, emergency management and counterintelligence services, including the detection and mitigation of insiderthreats.” Today’s corporate security function goes well beyond meeting government compliance regulations. Perhaps one of thebiggest changes over the past several years is in managing and mitigating risk. ���Technology advances have revolutionizedcommunications, but they’ve also heightened system vulnerabilities,” says Jarvie. “No business is immune.” Keith addsthat security is now considered the “fourth pillar” in evaluating how well we meet customer expectations: “It’s right upthere with cost, scheduling and performance.”
“Security is also reputational for customers,” says Jarvie. “It’s our responsibility to educate our employees about ourobligation to protect intellectual property and classified information. If our customers can’t trust the security of oursolutions and people, they could be introducing risk that impacts national security decisions, not to mention theirreputation in the industry.” Keith notes that one of the IMO Security team’s initial challenges was “getting to the right level of granularity” in discussing the integration and evaluating varying perspectives on processes and metrics. “Step one in addressing differences and similarities is respecting your counterparts’ business model and strengths,” says Keith. Both leaders agreeon how they will work to build the best security organization going forward. “We continually ask: What can we learn fromeach other? How do we take the best of both and challenge ourselves as a team to develop forward-lookingimprovements that support the vision of our new company?” “Listening - and more important, hearing - builds quality relationships, so our decisions are made with the best interestsof the future L3 Harris Technologies in mind,” says Jarvie. As workstreams make progress in preparation for closing, Security team members have embraced the IMO’s fast-pacedoperating tempo that Keith likes to call the “battle rhythm that helps us capture value and stay on plan.” “Ultimately, we are planning to build a security value proposition that will strengthen L3 Harris Technologies and make usa key component of our customers’ business strategy,” says Jarvie. “Our mission is to advance national security by givingour customers an edge over competitors and global adversaries.” IMPORTANT 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 securitiesor a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which suchoffer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of suchjurisdiction. This communication is being made in respect of the proposed merger transaction between L3 Technologies, Inc. (“L3”) and Harris Corporation (“Harris”). In connection with the proposed merger, Harris filedwith the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4(Registration No. 333-228829) that includes a Joint Proxy Statement of L3 and Harris and a Prospectus ofHarris, as well as other relevant documents regarding the proposed transaction. The Registration Statement, asamended, was declared effective by the SEC on February 20, 2019. L3 and Harris commenced mailing thedefinitive Joint Proxy Statement/Prospectus to L3 stockholders and Harris stockholders on or about February 25,2019. This communication is not a substitute for the Registration Statement, the Joint ProxyStatement/Prospectus or any other document that either or both of L3 or Harris or any of their respectiveaffiliates may file with the SEC or make available to their respective stockholders. INVESTORS ARE URGEDTO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUSREGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITHTHE SEC CAREFULLY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS,BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information aboutL3 and Harris, may be obtained at the SEC’s Internet site (http://www.sec.gov). You are also able to obtainthese documents, free of charge, from L3 by accessing L3’s website at https://www.l3t.com/ or from Harris byaccessing Harris’ website at https://www.harris.com/. L3 and Harris and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from L3 stockholders and Harris stockholders in respect of the proposedtransaction. Information regarding L3’s directors and executive officers is contained in L3’s Annual Report onForm 10-K for the year ended December 31, 2018 and its Proxy Statement on Schedule 14A, dated March 26,
2018, which are filed with the SEC. Information regarding Harris’ directors and executive officers is contained inHarris’ Annual Report on Form 10-K for the year ended June 29, 2018 and its Proxy Statement on Schedule14A, dated September 6, 2018, which are filed with the SEC. Additional information regarding the interests ofthose participants and other persons who may be deemed participants in the transaction may be obtained byreading the Joint Proxy Statement/Prospectus regarding the proposed merger. Free copies of this documentmay be obtained as described in the preceding paragraph. FORWARD-LOOKING STATEMENTS Certain of the matters discussed in this communication are forward-looking statements within the meaningof the Private Securities Litigation Reform Act of 1995. 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 resultsto differ materially from those expressed in, or implied or projected by, the forward-looking information andstatements. In addition to factors previously disclosed in L3’s and Harris’ reports filed with the SEC and thoseidentified elsewhere in this communication, the following factors, among others, could cause actual results to differmaterially from forward-looking statements or historical performance: the occurrence of any event, change orother circumstances that could give rise to the right of one or both of L3 and Harris to terminate the definitivemerger agreement between L3 and Harris; the outcome of any legal proceedings that have been or may beinstituted against L3, Harris or their respective directors; the risk that the stockholder approvals of L3 or Harrismay not be obtained on the expected schedule or at all; the ability to obtain regulatory approvals and satisfy otherclosing conditions to the merger in a timely manner or at all, including the risk that regulatory approvals requiredfor the merger are not obtained or are obtained subject to conditions that are not anticipated; delay in closing themerger; difficulties and delays in integrating the L3 and Harris businesses or fully realizing anticipated cost savingsand 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 haveadverse effects on the ability of L3 or Harris to retain and hire key personnel or maintain relationships with suppliersand customers, including the U.S. government and other governments, or on L3’s or Harris’ operating results andbusinesses generally; the risk that the announcement of the proposed transaction could have adverse effects onthe market price of the common stock of either or both of L3’s and Harris’ common stock and the uncertainty asto the long-term value of the common stock of the combined company following the merger; certain restrictionsduring the pendency of the merger that may impact L3’s or Harris’ ability to pursue certain business opportunitiesor strategic transactions; the business, economic and political conditions in the markets in which L3 and Harrisoperate; 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 theywere made, and neither L3 nor Harris undertakes any obligation to update forward-looking statements. For a moredetailed discussion of these factors, also see the information under the captions “Cautionary Statement RegardingForward-Looking Statements” and “Risk Factors” in L3’s and Harris’ Joint Proxy Statement/Prospectus that formspart of the Registration Statement on Form S-4 filed by Harris and the captions “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in L3’s and Harris’ most recent reportson Form 10-K for the years ended December 31, 2018 and June 29, 2018, respectively, and any material updatesto 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, actualresults will be different due to the inherent uncertainties of estimates, forecasts and projections and may be betteror worse than projected and such differences could be material. Annualized, pro forma, projected and estimatednumbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Given theseuncertainties, you should not place any reliance on these forward-looking statements. ###
Integration Management Office (IMO) L3 Technologies, Inc. and Harris Corporation