FWP

Filed pursuant to Rule 433

April 22, 2015

Relating to

Preliminary Prospectus Supplement dated April 22, 2015 to

Prospectus dated February 27, 2013

Registration Statement No. 333-186929

Harris Corporation

$500,000,000 1.999% Notes due 2018

$400,000,000 2.700% Notes due 2020

$600,000,000 3.832% Notes due 2025

$400,000,000 4.854% Notes due 2035

$500,000,000 5.054% Notes due 2045

Pricing Term Sheet

 

Issuer:    Harris Corporation
Expected Ratings
(Moody’s /S&P / Fitch)*:		    Baa3 / BBB- / BBB-
Security Type:    Senior unsecured notes (collectively, the “Notes”)
Trade Date:    April 22, 2015

Settlement Date (T+3):

    April 27, 2015

Use of Proceeds:

    We estimate that we will receive net proceeds of approximately $2,383.6 million from the sale of the Notes in this offering (after deducting underwriting discounts but before our estimated offering expenses). The net proceeds from the sale of the Notes in this offering, together with borrowings under our New Term Loan and cash on hand, will be used to fund the cash consideration and other amounts payable under the Merger Agreement, and to pay fees and expenses associated with the foregoing. We intend to use the remaining proceeds, together with cash on hand, to redeem the $400 million outstanding aggregate principal amount of our 5.95% Notes due 2017 and the $350 million outstanding aggregate principal amount of our 6.375% Notes due 2019 and to pay accrued but unpaid interest and premium thereon.
   1.999% Notes
due 2018		    2.700% Notes
due 2020		    3.832% Notes
due 2025		    4.854% Notes
due 2035		    5.054% Notes
due 2045

Principal Amount:

    $500,000,000    $400,000,000    $600,000,000    $400,000,000    $500,000,000

Maturity Date:

    April 27, 2018    April 27, 2020    April 27, 2025    April 27, 2035    April 27, 2045

Interest Payment Dates:

    Semi-annually
on April 27 and
October 27,
commencing
on October 27,

2015

    Semi-annually
on April 27 and
October 27,
commencing
on October 27,

2015

    Semi-annually
on April 27 and
October 27,
commencing
on October 27,

2015

    Semi-annually
on April 27 and
October 27,
commencing
on October 27,

2015

    Semi-annually
on April 27 and
October 27,
commencing
on October 27,

2015

Coupon:

    1.999%    2.700%    3.832%    4.854%    5.054%

Public Offering Price:

    100.000%    100.000%    100.000%    100.000%    100.000%

Benchmark Treasury:

 0.750% due
4/15/2018		 1.375% due
3/31/2020		 2.000% due
2/15/2025		 3.000% due
11/15/2044		 3.000% due
11/15/2044

Benchmark Price / Yield:

 99-18 /
0.899%		 99-28 1/4 /
1.400%		 100-05 /
1.982%		 107-02 /
2.654%		 107-02 /
2.654%

Spread to Benchmark

Treasury:

 + 110 bps + 130 bps + 185 bps + 220 bps + 240 bps

Yield to Maturity:

 1.999% 2.700% 3.832% 4.854% 5.054%

Net Proceeds (Before

Expenses) to Issuer:

 $497,750,000 $397,600,000 $596,100,000 $396,500,000 $495,625,000

Optional Redemption:

 At any time
prior to April
27, 2018,
Make-Whole
Call at Treasury
+ 20 bps		 At any time
prior to March
27, 2020, Make-
Whole Call at
Treasury + 20
bps

On or after
March 27, 2020,
Par Call		 At any time
prior to January
27, 2025, Make-
Whole Call at
Treasury + 30
bps

On or after
January 27,
2025, Par Call		 At any time
prior to October
27, 2034,
Make-Whole
Call at Treasury
+ 35 bps

On or after
October 27,
2034, Par Call		 At any time
prior to October
27, 2044, Make-
Whole Call at
Treasury + 40
bps

On or after
October 27,
2044, Par Call

Special Mandatory

Redemption:

 If the Merger
described in the
preliminary
prospectus is
not completed
on or prior to
November 5,
2015, or if,
prior to such
date, the
Merger
Agreement is
terminated,
101%.		 If the Merger
described in the
preliminary
prospectus is not
completed on or
prior to
November 5,
2015, or if, prior
to such date, the
Merger
Agreement is
terminated,
101%.		 Not Applicable If the Merger
described in the
preliminary
prospectus is
not completed
on or prior to
November 5,
2015, or if,
prior to such
date, the
Merger
Agreement is
terminated,
101%.		 Not Applicable

Minimum Denominations:

 $2,000 x $1,000 $2,000 x $1,000 $2,000 x $1,000 $2,000 x $1,000 $2,000 x $1,000

CUSIP / ISIN:

 413875AP0 /
US413875AP08		 413875AQ8 /
US413875AQ80		 413875AR6 /
US413875AR63		 413875AS4 /
US413875AS47		 413875AT2 /
US413875AT20

Joint Book-Running

Managers:

 Morgan Stanley & Co. LLC

Citigroup Global Markets Inc.

HSBC Securities (USA) Inc.

SunTrust Robinson Humphrey, Inc.

Wells Fargo Securities, LLC

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-12 of the preliminary prospectus supplement.

* Note: A securities rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You should rely on the prospectus, prospectus supplement and any relevant free writing prospectus or pricing supplement for complete details. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, copies of the prospectus and the prospectus supplement may be obtained by contacting Morgan Stanley & Co. LLC toll free at 1-866-718-1649 or Citigroup Global Markets Inc. toll free at 1-800-831-9146.

 

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