L3 Technologies, Inc. (NYSE:LLL) (“L3”) announced today that it has priced a public offering of $1,800,000,000 in senior notes. These senior notes are comprised of $800,000,000 of L3’s 3.85% senior notes, due 2023 and $1,000,000,000 of L3’s 4.40% senior notes, due 2028 (collectively, the “Senior Notes Offerings”). The Senior Notes Offerings are expected to close on June 6, 2018, subject to customary closing conditions.

L3 intends to use the net proceeds from the Senior Notes Offerings, together with available cash, to fund the concurrent cash tender offers (the “Tender Offers”) for any and all of the $1,000,000,000 outstanding aggregate principal amount of its 5.20% Senior Notes due 2019 and any and all of the $800,000,000 outstanding aggregate principal amount of its 4.75% Senior Notes due 2020 and any related redemption of notes not tendered in the Tender Offers.

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., SunTrust Robinson Humphrey, Inc., Deutsche Bank Securities Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are acting as joint book-running managers for the Senior Notes Offerings.

The Senior Notes Offerings are being made pursuant to an effective shelf registration statement (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”). The Senior Notes Offerings may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, or by calling Barclays Capital Inc. toll-free at 1-888-603-5847 or by calling SunTrust Robinson Humphrey, Inc. toll-free at 1-800-685-4786. An electronic copy of the registration statement and prospectus supplement, together with the base prospectus, is available on the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Headquartered in New York City, L3 Technologies employs approximately 31,000 people worldwide and is a leading provider of a broad range of communication, electronic and sensor systems used on military, homeland security and commercial platforms. L3 is also a prime contractor in aerospace systems, security and detection systems, and pilot training. The company reported 2017 sales of $9.6 billion.

To learn more about L3, please visit the company’s website at www.L3T.com. L3 uses its website as a channel of distribution of material company information. Financial and other material information regarding L3 is routinely posted on the company’s website and is readily accessible. Unless otherwise specified in the prospectus supplement, information posted to our website does not constitute part of the Senior Notes Offerings.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will,” “could” and similar expressions are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company’s Safe Harbor Compliance Statement for Forward-Looking Statements included in the company’s recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

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