Employee FAQ
1)
Why are we merging with Harris Corporation?
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We are merging with Harris because we believe, and the Board agrees, this is in the best interests of our employees, customers and our shareholders.
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The combination of L3 and Harris will create the non-traditional 6
th
Prime that we have been working towards and our customers have been waiting for.
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As a result of the merger, we will greatly accelerate our growth strategy and diversify our capabilities.
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The combined company will have increased scale, while remaining agile, innovative and mission-focused.
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Together we will have over $16 billion in revenue, approximately 48,000 employees and will serve more than 100 countries worldwide.
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2)
Who is Harris?
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Harris is a leading technology innovator, solving customers’ toughest mission-critical challenges by providing solutions that connect, inform and protect.
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Harris has a reputation for quality and integrity, and shares our dedication to innovation. L3 and Harris’ vision, mission and values are closely aligned.
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The company is headquartered in Melbourne, Florida and has approximately 17,000 employees operating across three business segments: Communication Systems, Electronic
Systems, and Space & Intelligence Systems.
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3)
What does today’s news mean for employees?
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This is an exciting opportunity for employees to become part of a larger, more diversified global technology company serving the defense and commercial aerospace
markets.
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The new company will maintain L3’s entrepreneurial spirit with stronger capabilities and broader scale.
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L3 employees will be part of an even stronger, healthier company with the enhanced resources to support next-gen R&D and better serve our customers.
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Our highly-engaged workforces are critical to the success of L3 and Harris, and will be the foundation of our long-term success as a combined company.
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4)
What will the combined company be called, and where will it be
headquartered?
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Our new company will be named L3 Harris Technologies, Inc., and will be a true partnership of two well-respected, technologically advanced and highly innovative
organizations.
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The company will be headquartered in Melbourne, Florida.
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5)
Who will lead the combined company?
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We have taken a very deliberate and thoughtful approach to succession planning.
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Bill Brown, the current President and CEO at Harris, will serve as CEO of the combined company for the first two years after the deal closes, during which time Chris
will serve as President and Chief Operating Officer.
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After the first two years, Chris Kubasik will become President and CEO.
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The company’s 12-member board of directors will be comprised of six representatives from each company’s current board.
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6)
When will the merger be completed?
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The transaction is expected to close in mid-2019. L3 and Harris will continue to operate as separate companies until the merger closes.
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During this time, it is critical that we all stay focused on our day-to-day responsibilities and serving our customers.
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7)
What will the integration entail?
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Chris and Bill will co-head the integration planning process to bring together the best people, capabilities and technologies.
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We will be communicating with everyone in the coming weeks and months as the integration planning process moves forward.
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For legal reasons, we must all be careful not to discuss private or sensitive
information with
Harris employees during the integration period unless directed to do so.
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If you have questions about our company policy for interacting with Harris employees during the integration planning process, please refer to the Employee Protocols
& Guidelines checklist available on the L3 Intranet.
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8)
Will there be a reduction in force or facilities consolidation?
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As of now, no decisions have been made and both businesses will continue to operate as separate entities until the close of the transaction. As part of the integration
review process, we will examine the employee workforce and facilities of both companies to determine where it may be appropriate to consolidate operations. We are committed to communicating in a timely and transparent manner as we
move forward and decisions are made.
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9)
What changes should we expect? When will we know more?
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Over the coming weeks and months as decisions are made, we will communicate openly and transparently along the way.
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For now, we should all remain focused on our day-to-day responsibilities and delivering high quality products and services to customers.
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10)
What impact will the merger have on my compensation and benefits?
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Both businesses will continue to operate as separate entities until the close of the transaction and your compensation and benefits will generally remain the same other
than normal changes as part of our annual open enrollment and annual merit cycle. The integration team will examine various disparate benefit programs and make recommendations on opportunities to ensure employees continue to have
competitive salaries and high-quality benefits. We are committed to communicating in a timely and transparent manner as we move forward and decisions are made.
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11)
Will there be any changes to my health plans benefits?
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Until the merger closes, which is expected in mid-2019, your health plan and other benefits will generally remain the same, subject to routine updates as part of our
annual benefit review.
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We are not planning any material changes to L3 employee health plan benefits at this time, and employees should continue to follow normal enrollment procedures.
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If there is migration to the other party’s plans after the merger closes, both L3 and Harris have generally agreed to give the other party’s employees service credit
for eligibility, vesting and accrual purposes (except for benefit accruals under pension plans).
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12)
What should employees be doing?
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For now, nothing will change.
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We encourage all employees to remain focused on delivering the highest quality products and services our customers have come to expect.
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13)
Where can I find more information about the merger?
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Additional information has been posted on the
L3 Intranet,
as well as to our corporate website.
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We have created a transaction microsite to provide additional details and we encourage you to visit the
Merger Transaction Website.
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We will keep you informed and provide relevant updates on the L3 Intranet and microsite as developments occur.
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14)
Where can I ask additional questions?
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Please email questions to
merger.questions@l3t.com
and we will continue to update this FAQ document to keep employees
current on new developments.
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15)
What should I do if I am contacted by the media or other parties?
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Please direct any media inquiries to Jennifer Barton
Jennifer.Barton@l3t.com
and investor
inquiries to John Kim
John.Kim@l3t.com
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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 securities
or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.
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 will file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include the Joint Proxy Statement of
L3 and Harris and a Prospectus of Harris, as well as other relevant documents regarding the proposed transaction. A definitive Joint Proxy Statement/Prospectus will also be sent to L3 stockholders and Harris stockholders. This communication
is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that either or both of L3 or Harris or any of their respective affiliates may file with the SEC or make available to their respective
stockholders. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
A free copy of the Joint Proxy Statement/Prospectus, as well as other filings containing information about L3
and Harris, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from L3 by accessing L3’s website at https://www.l3t.com/ or from Harris by accessing Harris’s
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 proposed transaction. Information regarding L3’s directors and executive officers is contained in L3’s Annual Report on Form 10-K for the year ended
December 31, 2017 and its Proxy Statement on Schedule 14A, dated March 26, 2018, which are filed with the SEC. Information regarding Harris’s directors and executive officers is contained in Harris’s Annual Report on Form 10-K for the year
ended June 29, 2018 and its Proxy Statement on Schedule 14A, dated September 6, 2018, which are filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the
transaction may be obtained by reading the Joint Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENT
Certain of the matters discussed in this communication are forward-looking statements within the meaning of 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 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’s 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 may be instituted against L3, Harris or their respective directors; the risk that the stockholder approvals of L3 or Harris may not be obtained on the expected schedule or at all; 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’s 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’s operating results and businesses generally; the risk that the announcement of the proposed transaction could have adverse effects on the market price of the common stock of either or
both of L3’s and Harris’s 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’s
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’s 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 “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in L3’s and Harris’s most recent reports on Form 10-K for the years ended December 31, 2017 and June 29, 2018, respectively, and any material updates to these factors contained in any
of L3’s and Harris’s 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.