L3Harris S4 Registration of securities issued in business combination transactions | LHX 4 Mar 20

EXHIBIT 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken you should immediately consult your commercial bank, broker, dealer, trust company or other nominee.

LETTER OF TRANSMITTAL

relating to

L3HARRIS TECHNOLOGIES, INC.

Offers to Exchange

All of the outstanding restricted 4.950% Senior Notes due 2021 Issued on July 2, 2019
For newly issued and registered 4.950% Senior Notes due 2021

All of the outstanding restricted 3.850% Senior Notes due 2023 Issued on July 2, 2019
For newly issued and registered 3.850% Senior Notes due 2023

All of the outstanding restricted 3.950% Senior Notes due 2024 Issued on July 2, 2019
For newly issued and registered 3.950% Senior Notes due 2024

All of the outstanding restricted 3.850% Senior Notes Due 2026 Issued on July 2, 2019
For newly issued and registered 3.850% Senior Notes due 2026

All of the outstanding restricted 4.400% Senior Notes Due 2028 Issued on July 2, 2019
For newly issued and registered 4.400% Senior Notes due 2028

Pursuant to the Prospectus
dated , 2020

This letter of transmittal relates to Exchange Offers (as defined herein) being made by L3Harris (as defined herein). Each Exchange Offer will expire at 5:00 p.m., New York City time, , 2020, unless extended (such date and time with respect to an Exchange Offer, as the same may be extended for such Exchange Offer, the “Expiration Date”).

Delivery to:

The Bank of New York Mellon Trust Company, N.A.
As Exchange Agent

The Exchange Agent for the Exchange Offers is:

The Bank of New York Mellon Trust Company, N.A.

By Facsimile
(For Eligible Institutions only)

(732) 667-9408
Attention: Eric Herr

By Registered, Certified or
Regular Mail, or By
Overnight Courier or By
Hand Delivery

c/o The Bank of New York Mellon
Corporation Corporate Trust
Operations - Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attention: Eric Herr

For Information or
Confirmation by Telephone or Email:

(315) 414-3362
CT_REORG_UNIT_INQUIRIES
@bnymellon.com

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION HEREOF VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE OR IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN, WILL NOT CONSTITUTE VALID DELIVERY. ORIGINALS OF ALL DOCUMENTS SENT BY FACSIMILE SHOULD BE PROMPTLY SENT TO THE EXCHANGE AGENT BY MAIL, BY HAND OR BY OVERNIGHT DELIVERY SERVICE. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.

The Exchange Offers

L3Harris Technologies, Inc. (“L3Harris”), is offering holders of each series of Original Notes (as defined below), in each case upon the terms and subject to the conditions set forth in the prospectus (as it may be amended or supplemented, the “Prospectus”) and this Letter of Transmittal (the “Letter of Transmittal”), the opportunity to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) such outstanding notes for newly issued and registered senior notes issued by L3Harris. Subject to the terms and conditions set forth in the Prospectus, L3Harris is making the following Exchange Offers in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”):

•

an offer to exchange (the “4.950% 2021 Notes Exchange Offer”) up to $500,875,000 in aggregate principal amount of 4.950% Senior Notes due February 15, 2021 issued by L3Harris (the “Original 4.950% 2021 Notes”) for up to an aggregate principal amount of $500,875,000 of new 4.950% Senior Notes due February 15, 2021 issued by L3Harris (the “Exchange 4.950% 2021 Notes”);

•

an offer to exchange (the “3.850% 2023 Notes Exchange Offer”) up to $740,871,000 in aggregate principal amount of 3.850% Senior Notes due June 15, 2023 issued by L3Harris (the “Original 3.850% 2023 Notes”) for up to an aggregate principal amount of $740,871,000 of new 3.850% Senior Notes due June 15, 2023 issued by L3Harris (the “Exchange 3.850% 2023 Notes”);

•

an offer to exchange (the “3.950% 2024 Notes Exchange Offer”) up to $326,529,000 in aggregate principal amount of 3.950% Senior Notes due May 28, 2024 issued by L3Harris (the “Original 3.950% 2024 Notes”) for up to an aggregate principal amount of $326,529,000 of new 3.950% Senior Notes due May 28, 2024 issued by L3Harris (the “Exchange 3.950% 2024 Notes”);

•

an offer to exchange (the “3.850% 2026 Notes Exchange Offer”) up to $534,777,000 in aggregate principal amount of 3.850% Senior Notes due December 15, 2026 issued by L3Harris (the “Original 3.850% 2026 Notes”) for up to an aggregate principal amount of $534,777,000 of new 3.850% Senior Notes due December 15, 2026 issued by L3Harris (the “Exchange 3.850% 2026 Notes”); and

•

an offer to exchange (the “4.400% 2028 Notes Exchange Offer”) up to $917,994,000 in aggregate principal amount of 4.400% Senior Notes due June 15, 2028 issued by L3Harris (the “Original 4.400% 2028 Notes”) for up to an aggregate principal amount of $917,994,000 of new 4.400% Senior Notes due June 15, 2028 issued by L3Harris (the “Exchange 4.400% 2028 Notes”).

The Original 4.950% 2021 Notes, the Original 3.850% 2023 Notes, the Original 3.950% 2024 Notes, the Original 3.850% 2026 Notes and the Original 4.400% 2028 Notes are referred to herein collectively as the

“Original Notes.” The Exchange 4.950% 2021 Notes, the Exchange 3.850% 2023 Notes, the Exchange 3.950% 2024 Notes, the Exchange 3.850% 2026 Notes and the Exchange 4.400% 2028 Notes are referred to herein collectively as the “Exchange Notes.” The Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

For each Original Note validly tendered at or before the Expiration Date and not validly withdrawn, the holder of such Original Note will receive an Exchange Note of the same series having a principal amount equal to the principal amount of the surrendered Original Note. In addition, each series of Exchange Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Original Notes accepted in the Exchange Offers. Except as set forth above, no accrued but unpaid interest will be paid with respect to Original Notes tendered for exchange.

The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Original Notes do not apply to the Exchange Notes.

If, pursuant to the Exchange Offers, a tendering holder would otherwise be entitled to receive a principal amount of Exchange Notes that is not equal to $2,000 or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded down to the nearest $2,000 or integral multiple of $1,000 in excess thereof, and such holder will receive pursuant to the Exchange Offers this rounded principal amount of Exchange Notes plus cash equal to the principal amount of Exchange Notes not received as a result of rounding down.

The Exchange Offers are described in “The Exchange Offers” in the Prospectus and in this Letter of Transmittal. All terms and conditions contained or otherwise referred to in the Prospectus are deemed to be incorporated in, and form a part of, this Letter of Transmittal. Therefore, you are urged to carefully read the Prospectus and the items referred to therein. The terms and conditions contained in the Prospectus, together with the terms and conditions governing this Letter of Transmittal and the instructions herein, are collectively referred to herein as the “terms and conditions.”

There is currently no trading market for the Exchange Notes, and L3Harris cannot assure you that any trading market will develop. L3Harris does not intend to apply for listing of the Exchange Notes on any securities exchange or for inclusion of the Exchange Notes in any automated quotation system. All of the Original Notes are held, and all of the Exchange Notes are expected to be delivered, in book-entry form through the facilities of The Depository Trust Company (“DTC”) and its participants, including Clearstream Banking and Euroclear Bank S.A./N.V., as operator of the Euroclear System. To exchange your Original Notes for Exchange Notes, you must instruct your commercial bank, broker, dealer, trust company or other nominee to further instruct the DTC participant through which your Original Notes are held to tender for exchange your Original Notes to DTC through the DTC Automated Tender Offer Program (“ATOP”) by the Expiration Date to receive the Exchange Notes. See “The Exchange Offers” in the Prospectus.

Each holder of Original Notes wishing to participate in the Exchange Offers, except holders of Original Notes executing their tenders through ATOP procedures of DTC, should complete, sign and submit this Letter of Transmittal to the exchange agent, The Bank of New York Mellon Trust Company, N.A. (the “Exchange Agent”), prior to the Expiration Date.

This Letter of Transmittal may be used to participate in the Exchange Offers if certificates representing Original Notes are to be physically delivered to the Exchange Agent or if Original Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offers are eligible. Unless you intend to tender your Original Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal, along with any physical certificates for the Original Notes specified herein, to indicate the action you desire to take with respect to the Exchange Offers.

Holders of Original Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute tenders through ATOP, for which the Exchange Offers are eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offers to DTC prior to the Expiration Date. DTC will verify acceptance of the Exchange Offers, execute a book-entry transfer of the tendered Original Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a

“book-entry confirmation,” which shall include an agent’s message. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Original Notes that the participant has received and agrees to be bound by the terms of this Letter of Transmittal as an undersigned hereof and that L3Harris may enforce such agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offers as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, holders who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.

In addition, each series of Exchange Notes will accrue interest from (and including) the most recent date on which interest has been paid on the corresponding series of Original Notes accepted in the Exchange Offers. As described more fully in the Prospectus, the Exchange Offers are subject to certain conditions. Subject to the completion of the Exchange Offers, L3Harris will accept any and all Original Notes that are validly tendered and not validly withdrawn by the Expiration Date; accordingly tenders of Original Notes are not subject to proration. Any holder that is a commercial bank, broker, dealer, trust company or other nominee holding Original Notes on behalf of more than one beneficial owner may submit to the Exchange Agent a list of the aggregate principal amount of Original Notes owned by each such beneficial owner, and the Exchange Agent, in determining the aggregate principal amount of Exchange Notes to be issued to such holder, will treat each such beneficial owner as a separate holder. Holders that anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold cash and securities custodially through DTC) to arrange for receipt of Exchange Notes to be delivered pursuant to the Exchange Offers and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal. Beneficial owners are urged to appropriately instruct their commercial bank, broker, dealer, custodian, trust company or other nominee at least five business days prior to the Expiration Date in order to allow adequate processing time for their instruction.

The Exchange Notes will be issued in exchange for Original Notes in the Exchange Offer, if consummated, on the Exchange Date, which shall be promptly following the Expiration Date and is expected to be within three business days after the Expiration Date (the “Exchange Date”). See “The Exchange Offers” in the Prospectus.

On the Exchange Date, Exchange Notes will be issued by deposit in book-entry form with DTC.

L3Harris may amend the terms of any Exchange Offer without amending the terms of any other Exchange Offer.

TENDER OF ORIGINAL NOTES

To effect a valid tender of Original Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the tables below entitled “Method of Delivery” and “Description of Original Notes Tendered” and sign this Letter of Transmittal where indicated.

Exchange Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “Method of Delivery,” on the Exchange Date.

L3Harris has not provided guaranteed delivery procedures in conjunction with the Exchange Offers or under the Prospectus or other materials provided therewith.

Failure to provide the information necessary to effect delivery of Exchange Notes will render such holder’s tender defective, and L3Harris will have the right, which it may waive, to reject such tender without notice.

METHOD OF DELIVERY
o	CHECK HERE IF PHYSICAL CERTIFICATES FOR TENDERED ORIGINAL NOTES ARE BEING DELIVERED HEREWITH.

o	CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC.

	PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED ORIGINAL NOTES ARE HELD AND/OR THE CORRESPONDING EXCHANGE NOTES ARE TO BE DELIVERED.

	Name of Tendering Institution:
	DTC Participant Number:
	Account Number:
	Transaction Code Number:

List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the principal amount of notes and any certificate numbers should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF ORIGINAL NOTES TENDERED
1 Names and Address(es) of Certificate Holder(s) (Please fill in Certificate Number(s)*)	2 Principal Amount of Original 4.950% 2021 Notes Tendered**	3 Principal Amount of Original 3.850% 2023 Notes Tendered**	4 Principal Amount of Original 3.950% 2024 Notes Tendered**	5 Principal Amount of Original 3.850% 2026 Notes Tendered**	6 Principal Amount of Original 4.400% 2028 Notes Tendered**

Need not be completed if Original Notes are being tendered by book-entry transfer.

Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented by the Original Notes indicated in columns 2, 3, 4, 5 and/or 6. See Instruction 2. Original Notes tendered hereby must be in denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. See Instruction 1.

Note: Signatures must be provided below.

If the undersigned is not a broker-dealer, the undersigned represents and acknowledges to L3Harris that (i) it has full power and authority to tender, exchange, sell, assign and transfer the Original Notes it is tendering and that L3Harris will acquire good, marketable and unencumbered title to the Original Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances or other obligations relating to their sale or transfer and not subject to any adverse claim when the Original Notes are accepted by L3Harris, (ii) the Exchange Notes acquired in connection with the Exchange Offers are being obtained in the ordinary course of business of the person receiving the Exchange Notes, (iii) it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes it will receive in the Exchange Offers and (iv) it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of L3Harris.

If the undersigned is a broker-dealer, the undersigned represents and acknowledges to L3Harris that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, and that it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act (other than in connection with a resale of an unsold allotment from the original sale of the Original Notes).

Please read the accompanying instructions carefully.

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the applicable Exchange Offer, the undersigned hereby tenders to L3Harris the aggregate principal amount of Original Notes indicated in the table above entitled “Description of Original Notes Tendered.” The undersigned understands that validly tendered Original Notes (or defectively tendered Original Notes with respect to which L3Harris has waived such defect or caused such defect to be waived) will be deemed to have been accepted by L3Harris if, as and when L3Harris gives oral or written notice thereof to the Exchange Agent. The undersigned understands that Original Notes properly tendered (and not validly withdrawn) and accepted in accordance with the terms and conditions will be exchanged for Exchange Notes.

The undersigned understands that any Original Notes tendered pursuant to the Exchange Offers may be withdrawn, subject to the procedures set forth in the Prospectus and herein, at any time on or prior to the Expiration Date. If any Original Notes are not accepted for exchange for any reason (or if Original Notes are validly withdrawn), such Original Notes will be returned, without expense, to the undersigned at the address shown above in the table entitled “Description of Original Notes Tendered” unless otherwise indicated herein, or in the case of book-entry delivery of Original Notes, to the undersigned’s account at DTC or such other account as designated herein promptly after the expiration or termination of the Exchange Offers.

Following the date upon which Original Notes are tendered hereby, and subject to and effective upon L3Harris’ acceptance for exchange of the principal amount of the Original Notes tendered hereby, upon the terms and conditions, the undersigned hereby:

irrevocably sells, assigns and transfers to or upon L3Harris’ order or the order of L3Harris’ nominee all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Original Notes tendered hereby, such that thereafter the holder shall have no contractual or other rights or claims in law or equity against L3Harris or any fiduciary, trustee, fiscal agent or other person connected with the Original Notes arising under, from or in connection with such Original Notes;

waives any and all rights with respect to the Original Notes tendered hereby, including, without limitation, any existing or past defaults and their consequences in respect of those Original Notes; and

releases and discharges L3Harris and the trustee with respect to the Indenture, dated as of September 3, 2003, from any and all claims that the undersigned may have, now or in the future, arising out of or related to the Original Notes tendered hereby, including, without limitation, any claims that the undersigned is entitled to receive additional principal or interest payments with respect to the Original Notes tendered hereby, other than accrued and unpaid interest on the Original Notes or as otherwise expressly provided in the Prospectus and in this Letter of Transmittal, or to participate in any redemption or defeasance of the Original Notes tendered hereby.

The undersigned understands that tenders of Original Notes pursuant to any of the procedures described in the Prospectus and in the instructions in this Letter of Transmittal and acceptance of such Original Notes by L3Harris will, following such acceptance, constitute a binding agreement between the undersigned and L3Harris upon the terms and conditions. All authority conferred or agreed to be conferred by this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

If the undersigned is a broker-dealer, the undersigned represents and acknowledges to L3Harris that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, and that it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act (other than in connection with a resale of an unsold allotment from the original sale of the Original Notes).

The undersigned also acknowledges that the Exchange Offers are being made by L3Harris based upon L3Harris’ understanding of interpretations by the staff of the SEC as set forth in no-action letters issued to third

parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offers may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holder is not an “affiliate”, as defined in Rule 405 under the Securities Act, of L3Harris; (ii) such Exchange Notes received by the undersigned are acquired in the ordinary course of the undersigned’s business; and (iii) such holder is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes.

However, L3Harris has not sought its own no-action letter and therefore the staff of the SEC has not considered the Exchange Offers in the context of a no-action letter. There can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offers as in other circumstances. If a holder of Original Notes is an affiliate of L3Harris, acquires the Exchange Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offers, such holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

The undersigned hereby represents, warrants and agrees that:

it has received the Prospectus;

it is the beneficial owner (as defined herein) of, or a duly authorized representative of one or more beneficial owners of, the Original Notes tendered hereby, and it has full power and authority to execute this Letter of Transmittal;

the Exchange Notes acquired in connection with the Exchange Offers are being obtained in the ordinary course of business of the person receiving the Exchange Note;

it has not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act of the Exchange Notes it will receive in the Exchange Offers;

it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of L3Harris;

the Original Notes being tendered hereby were owned as of the date of tender, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind, and L3Harris will acquire good, indefeasible and unencumbered title to those Original Notes, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind, when L3Harris accepts the same;

it will not sell, pledge, hypothecate or otherwise encumber or transfer any Original Notes tendered hereby from the date of this Letter of Transmittal, and any purported sale, pledge, hypothecation or other encumbrance or transfer will be void and of no effect;

the tender of Original Notes shall constitute an undertaking to execute any further documents and give any further assurances that may be required in connection with any of the foregoing, in each case on and subject to the terms and conditions described or referred to in the Prospectus;

the submission of this Letter of Transmittal to the Exchange Agent shall, subject to a holder’s ability to withdraw its tender on or prior to the Expiration Date, and subject to the terms and conditions of the Exchange Offers, constitute the irrevocable appointment of the Exchange Agent as its attorney and agent and an irrevocable instruction to that attorney and agent to complete and execute all or any forms of transfer and other documents at the discretion of that attorney and agent in relation to the Original Notes tendered hereby in favor of L3Harris or any other person or persons as L3Harris may direct and to deliver those forms of transfer and other documents in the attorney and agent’s discretion and the certificates and other documents of title relating to the registration of Original Notes and to execute all other documents and to do all other acts and things as may be in the opinion of that attorney and agent necessary or expedient for the purpose of, or in connection with, the acceptance of the applicable Exchange Offer, and to vest in L3Harris or its nominee(s) those Original Notes;

10.

the terms and conditions of the applicable Exchange Offer shall be deemed to be incorporated in, and form a part of, this Letter of Transmittal, which shall be read and construed accordingly; and

11.

it acknowledges that L3Harris, the Exchange Agent and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and warranties made by its submission of this Letter of Transmittal, or its agreement to the terms of this Letter of Transmittal pursuant to an agent’s message, are, at any time prior to the consummation of the Exchange Offers, no longer accurate, it shall promptly notify L3Harris and the Exchange Agent. If it is acquiring the Exchange Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representations and agreements on behalf of such account.

Unless otherwise indicated in the boxes entitled “Special Issuance Instructions” and “Special Delivery Instructions” below, please deliver, if applicable, substitute certificates representing Original Notes for any Original Notes not exchanged in the name of the undersigned at the address shown above in the box entitled “Description of Original Notes Tendered” or, in the case of a book-entry delivery of Original Notes, please credit the account maintained at DTC (specified above in the box entitled “Method of Delivery”). Similarly, unless otherwise instructed in the box entitled “Special Issuance Instructions” below, please deliver Exchange Notes in book-entry form to the DTC account of the undersigned or the undersigned’s custodian as specified in the box entitled “Method of Delivery” on the Exchange Date.

The undersigned understands that the delivery and surrender of the Original Notes is not effective, and the risk of loss of the Original Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent of this Letter of Transmittal (or a manually executed facsimile hereof), properly completed and duly executed, or a properly transmitted agent’s message, together with all accompanying evidences of authority and any other required documents in a form satisfactory to L3Harris. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tendered notes pursuant to the procedures described above will be determined by L3Harris in its sole discretion (whose determination shall be final and binding).

The representations, warranties and agreements of a holder tendering Original Notes will be deemed to be repeated and reconfirmed on and as of the Expiration Date and the Exchange Date. For purposes of this Letter of Transmittal, the “beneficial owner” of any Original Notes means any holder that exercises investment discretion with respect to those Original Notes.

If the terms of the Exchange Offers are amended in a manner determined by L3Harris to constitute a material change adversely affecting any holder, L3Harris will promptly disclose any such amendment in a manner reasonably calculated to inform holders of such amendment, and L3Harris will extend the Exchange Offers for a time period that it deems appropriate, depending upon the significance of the amendment and the manner of disclosure to the holders, if the Exchange Offers would otherwise expire during such time period.

SPECIAL ISSUANCE INSTRUCTIONS (See Instruction 4)		SPECIAL DELIVERY INSTRUCTIONS (See Instruction 4)

To be completed ONLY if certificates for Original Notes in a principal amount not tendered or not accepted are to be issued in the name of someone other than the undersigned, or if Original Notes are to be returned or Exchange Notes are to be issued by credit to an account maintained by DTC other than the account designated above. Issue certificates for Original Notes not tendered or not accepted to:		To be completed ONLY if certificates for Original Notes in a principal amount not tendered or not accepted are to be sent to someone other than the undersigned at an address other than that shown above. Deliver certificates for Original Notes not tendered or not accepted to:

Name:		Name:
	(Please Print)		(Please Print)
Address:		Address:


	(Include Zip Code)		(Include Zip Code)


(Taxpayer Identification Number)		(Taxpayer Identification Number)

(Such person(s) must also complete an IRS Form W-9, a Form W-8BEN, a Form W-8BEN-E, a Form W-8ECI or a Form W-8IMY, as applicable)		(Such person(s) must also complete an IRS Form W-9, a Form W-8BEN, a Form W-8BEN-E, a Form W-8ECI or a Form W-8IMY, as applicable)

Credit Exchange Notes tendered by book-entry transfer to:

o The DTC account set forth below:


(DTC Account Number)

IMPORTANT: This Letter of Transmittal or a facsimile hereof or an agent’s message in lieu thereof (together with the certificates for Original Notes or a book-entry confirmation and all other required documents) must be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE, HOLDERS
OF ORIGINAL NOTES MUST COMPLETE, EXECUTE, AND DELIVER THE LETTER
OF TRANSMITTAL OR A PROPERLY TRANSMITTED AGENT’S MESSAGE.

SIGN HERE

(To be Completed By All Tendering Holders of Original Notes Regardless of Whether Original Notes
Are Being Physically Delivered Herewith, Other Than Holders Effecting Delivery Through ATOP)

By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to L3Harris the principal amount of the Original Notes listed in the table on page 5 entitled “Description of Original Notes Tendered.”


Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date


Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date


Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date


Signature of Registered Holder(s) or Authorized Signatory (see guarantee requirement below)	Area Code and Telephone Number	Date

If a holder of Original Notes is tendering any Original Notes, this Letter of Transmittal must be signed by the registered holder(s) exactly as the name(s) appear(s) on (a) the certificate(s) for the Original Notes or (b) a securities position listing of DTC, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, please set forth at the line entitled “Capacity (full title)” and submit evidence satisfactory to the Exchange Agent and L3Harris of such person’s authority to so act. See Instruction 6.

Name(s):

(Please Type or Print)

Capacity (full title):

Address:

(Including Zip Code)

SIGNATURE GUARANTEE
(If required—See Instruction 6)

Signature(s) Guaranteed by

an Eligible Guarantor Institution:

(Authorized Signature)

(Title)

(Name of Firm)

(Address)

Dated:

INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFERS

1. Delivery of Letter of Transmittal. This Letter of Transmittal is to be completed by tendering holders of Original Notes if certificates representing Original Notes are to be physically delivered to the Exchange Agent or if Original Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP. Holders who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; thus, a Letter of Transmittal need not accompany tenders effected through ATOP.

Certificates for all physically tendered Original Notes or a confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Original Notes delivered electronically, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a manually executed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein prior to the Expiration Date.

Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offers by causing DTC to transfer Original Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Original Notes for purposes of the Exchange Offers.

Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to L3Harris or DTC.

The method of delivery of this Letter of Transmittal, the Original Notes and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. If delivery is by mail, registered mail, with return receipt requested and properly insured, is recommended. Instead of delivery by mail, it is recommended that the holder use an overnight or hand-delivery service. In all cases, sufficient time should be allowed to ensure timely delivery.

Neither L3Harris nor the Exchange Agent is under any obligation to notify any tendering holder of Original Notes of L3Harris’ acceptance of tendered Original Notes prior to the Expiration Date.

2. Partial Tenders (not applicable to note holders who tender by book-entry transfer). If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes to be tendered in the box above entitled “Description of Original Notes Tendered.” A reissued certificate representing the balance of non-tendered Original Notes will be sent to such tendering holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. ALL OF THE ORIGINAL NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. Delivery of the Exchange Notes. Exchange Notes to be issued according to the terms of the Exchange Offer, if consummated, will be delivered in book-entry form. The appropriate DTC participant name and number (along with any other required account information) needed to permit such delivery must be provided in the table on page 5 entitled “Method of Delivery.” Failure to do so will render a tender of the Original Notes defective, and L3Harris will have the right, which it may waive, to reject such delivery. Holders that anticipate participating in the Exchange Offers other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of Exchange Notes and to obtain the information necessary to complete the table.

4. Special Issuance and Special Delivery Instructions. Tendering holders of Original Notes should indicate in the applicable box the name and address to which substitute certificates representing Original Notes for any Original Notes not exchanged are to be issued or sent or, in the case of a book-entry delivery of Original Notes and/or Exchange Notes, the appropriate DTC participant name and number, if different from the name or address or the DTC participant name and number, as the case may be, of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. Holders tendering Original Notes by book-entry transfer may request

that Original Notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address or the account maintained at DTC, as the case may be, of the person signing this Letter of Transmittal.

5. Amount of Tenders. Tenders of Original Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No tender of Original Notes will be accepted if it results in the issuance of less than $2,000 principal amount of Exchange Notes. If, pursuant to the Exchange Offer, a tendering holder would otherwise be entitled to receive a principal amount of Exchange Notes that is not equal to $2,000 or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded down to the nearest $2,000 or integral multiple of $1,000 in excess thereof, and such holder will receive pursuant to the Exchange Offer this rounded principal amount of Exchange Notes plus cash equal to the principal amount of Exchange Notes not received as a result of rounding down. Tendering holders of Original Notes must tender Original Notes in minimum denominations of $2,000. Book-entry transfers to the Exchange Agent should be made in the exact principal amount of Original Notes tendered.

6. Signatures on Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates or on DTC’s security position listing as the holder of such Original Notes without any change whatsoever.

If any tendered Original Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal.

If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates.

When this Letter of Transmittal is signed by the registered holder or holders of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, any untendered or unexchanged Original Notes are to be reissued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Guarantor Institution (as defined below).

If this Letter of Transmittal is signed by a person other than the registered holder or holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Guarantor Institution.

An “Eligible Guarantor Institution” is one of the following firms or other entities identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (as the terms are used in Rule 17Ad-15):

a bank;

a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

a credit union;

a national securities exchange, registered securities association or clearing agency; or

a savings association.

If any of the Original Notes tendered are held by two or more registered holders, all of the registered holders must sign the Letter of Transmittal.

L3Harris will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a manually executed facsimile hereof) or directing DTC to transmit an agent’s message, you waive any right to receive notice of the acceptance of your Original Notes for exchange.

If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians or attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by L3Harris, evidence satisfactory to L3Harris of their authority to so act must be submitted with this Letter of Transmittal.

Beneficial owners whose tendered Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender their Original Notes.

7. Transfer Taxes. Holders who tender their Original Notes for Exchange Notes will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offers, the amount of any transfer taxes (whether imposed on the registered holder or any other person) will be payable by the holder. If satisfactory evidence of payment of any such transfer taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to the holder.

8. Validity of Tenders. All questions concerning the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Original Notes will be determined by L3Harris in its sole discretion, which determination will be final and binding. L3Harris reserves the absolute right to reject any and all tenders of Original Notes not in proper form or any Original Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. L3Harris also reserves the absolute right to waive any defect or irregularity in tenders of Original Notes, whether or not similar defects or irregularities are waived in the case of other tendered Original Notes. The interpretation of the terms and conditions by L3Harris shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as L3Harris shall determine. None of L3Harris, the Exchange Agent or any other person will be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give such notification.

Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the Exchange Agent that are not validly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the holders of Original Notes, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date or the withdrawal or termination of the Exchange Offers.

9. Waiver of Conditions; Amendment of Terms. L3Harris reserves the absolute right to amend or waive any of the conditions to the Exchange Offers at any time. L3Harris expressly reserves the right, subject to applicable law, to (i) delay accepting any Original Notes, to extend the Exchange Offers or to terminate the Exchange Offers and not accept any Original Notes, and (ii) amend, modify or waive in part or whole, at any time, or from time to time, the terms of the Exchange Offers in any respect, including waiver of any conditions to consummation of the Exchange Offers.

10. Withdrawal. Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offers—Withdrawal Rights.”

11. Requests for Assistance or Additional Copies. Questions and requests for assistance and requests for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent at its telephone numbers indicated in this Letter of Transmittal and in the Prospectus.

12. Tax Identification Number; Backup Withholding. Under U.S. federal income tax laws, an exchange of Original Notes for Exchange Notes will not be treated as a taxable exchange or other taxable event. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. federal income tax law generally requires that payment of principal and interest on a note to a holder be subject to backup withholding if the holder fails to provide its taxpayer identification number or certification of exempt status or has been notified by the Internal Revenue Service (the “IRS”) that payments to

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it are subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will generally be allowed as a credit against a holder’s U.S. federal income tax liability and may entitle a holder to a refund, provided that it furnishes the required information to the IRS on a timely basis.

To avoid backup withholding, a U.S. holder should notify the Exchange Agent of its correct TIN by completing an Internal Revenue Service Form W-9 and certifying on such Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, a U.S. holder is required to certify on the Form W-9 that the holder is not subject to backup withholding because (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the IRS that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that the holder is no longer subject to backup withholding. If the U.S. holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. holder should write “Applied For” in the space provided for the TIN in Part I of Form W-9, and sign and date the Form W-9. If the Exchange Agent is provided with an incorrect TIN or the holder makes false statements resulting in no backup withholding, the holder may be subject to penalties imposed by the IRS.

To prevent backup withholding, a non-U.S. holder should (i) submit a properly completed IRS Form W-8 BEN, IRS Form W-8BEN-E or other applicable Form W-8 to the Exchange Agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained on the web at www.irs.gov.

In order to tender, a holder of Original Notes should send or deliver a properly completed and signed Letter of Transmittal and any other required documents to the Exchange Agent at its address set forth below or tender pursuant to DTC’s ATOP procedures. Only manually signed copies of the Letter of Transmittal will be accepted.

The Exchange Agent for the Exchange Offers is:

The Bank of New York Mellon Trust Company, N.A.

By Facsimile
(For Eligible Institutions only)

(732) 667-9408
Attention: Eric Herr

By Registered, Certified or
Regular Mail, or By
Overnight Courier or By
Hand Delivery

c/o The Bank of New York Mellon Corporation Corporate Trust Operations - Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attention: Eric Herr

For Information or
Confirmation by Telephone or Email:

(315) 414-3362
CT_REORG_UNIT_INQUIRIES
@bnymellon.com

Originals of all documents sent by facsimile should be promptly sent to the Exchange Agent by mail, by hand or by overnight delivery service.

L3Harris (LHX) S-4Registration of securities issued in business combination transactions