---

•	election of the 11 nominees for director named in the accompanying Proxy Statement for a one-year term;

•	an advisory vote to approve the compensation of our named executive officers;

•	ratification of the appointment of our independent registered public accounting firm for fiscal year 2019; and

•	such other business as may properly come before the meeting or any adjournments or postponements thereof.

---

1.	to elect as directors the 11 nominees named in the accompanying Proxy Statement for a one-year term expiring at the 2019 Annual Meeting of Shareholders;

2.	to hold an advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

3.	to ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019; and

4.	to consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

---

---

---

•	The voting matters for the 2018 Annual Meeting of Shareholders

•	Our nominees for election as director

•	Our corporate governance

•	Our key fiscal 2018 financial results and total shareholder return results

•	Our executive compensation program and fiscal 2018 compensation decisions

---

---

•	Independent directors currently comprise approximately 92% of our Board and 100% of each of its standing committees.

•	All directors are elected annually using a majority voting standard in uncontested elections, with offer to tender resignation required for not receiving more “for” than “against” votes.

•	Our Lead Independent Director is broadly empowered with defined responsibilities and authority.

•	Independent directors regularly hold executive sessions led by our Lead Independent Director, as well as executive sessions of all directors led by our Chairman and CEO.

•	Our Board and each of its standing committees conduct an annual self-assessment for continuous improvement in performance and effectiveness.

•	Our Board membership criteria applicable to all nominees by our Board include consideration of diversity of viewpoints, background, experience, gender, race, ethnicity and similar demographics, as well as avoiding potential overboarding (more than 4 other public company boards, under our guidelines).

•	Our director retirement policy requires that a director not stand for re-election if he or she would be age 72 or older at the time of election.

•	A focus area of our Board has been Board refreshment, with the addition of 3 new directors in the last 2 years and preparation for 4 director retirements in the next 3 years, which will lower average director tenure.

•	Our Board reviews and evaluates management development and succession plans.

•	Our stock ownership guidelines for non-employee directors provides for owning at least $500,000 of our stock or stock equivalent units within 5 years after election or appointment to our Board.

•	We prohibit short sales, hedging, other derivative transactions and pledging of our common stock by directors and executive officers.

•	We have an annual “say-on-pay” advisory vote and seek input of our large shareholders on key aspects of our executive compensation program. (See “Executive Compensation Summary” below in this proxy summary for additional summarized governance practices and features of our executive compensation program.)

•	Our strong ethics and business conduct program reflects our commitment to adherence to our Code of Conduct and broader compliance principles, to responsible corporate citizenship and sustainability and to our belief that we should conduct all business dealings with honesty, integrity and responsibility.

•	Our Board, based on shareholder engagement, adopted a robust proxy access By-Law provision in fiscal 2018 that is broadly consistent with other S&P 500 companies and allows eligible shareholders to nominate and include in our proxy materials candidates for election to our Board.

•	Our Board has adopted a By-Law provision that shareholders holding at least 25% of our common stock have the right to call a special meeting.

---

•	Grow revenue in all three business segments;

•	Drive flawless execution while maintaining margins through operational excellence; and

•	Maximize cash flow with balanced capital deployment.

---

---

•	William M. Brown, Chairman, President and Chief Executive Officer;

•	Rahul Ghai, Senior Vice President and Chief Financial Officer;

•	Sheldon J. Fox, Senior Vice President, Operations and Information Technology;

•	Dana A. Mehnert, Senior Vice President, Chief Global Business Development Officer; and

•	Scott T. Mikuen, Senior Vice President, General Counsel and Secretary.

---

---

•	Vote “For” election of one or more of the nominees;

•	Vote “Against” election of one or more of the nominees; or

•	“Abstain” from voting as to the election of one or more of the nominees.

---

---

---

---

---

---

---

---

---

•	Demonstrated ability and sound judgment that usually will be based on broad experience;

•	Personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience;

•	Willingness to objectively appraise management performance;

•	Current knowledge and contacts in the markets in which we do business and in our industry or other industries relevant to our businesses, giving due consideration to potential conflicts of interest;

•	Ability and willingness to commit adequate time to Board and committee matters, including attendance at Board, committee and annual shareholder meetings;

•	The number of other boards of which the individual is a member;

•	Compatibility of the individual’s experience, qualifications, skills, attributes and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Harris and the interests of our shareholders; and

•	Diversity of viewpoints, background, experience, gender, race, ethnicity and similar demographics.

---

---

•	overseeing the conduct of our business and our strategy and reviewing and approving our key strategic and financial objectives and operating plans and other significant actions;

•	overseeing the management of our business and other enterprise risks;

•	establishing and maintaining an effective governance structure, including appropriate board composition, planning for board succession and appointing directors to fill Board vacancies between annual meetings of shareholders;

•	selecting the CEO and electing our corporate officers, evaluating CEO and other executive officer performance, determining executive compensation, planning for CEO succession and monitoring management’s succession planning for other executive officers;

•	overseeing our ethics and compliance programs; and

•	overseeing our processes for maintaining the integrity of our financial statements and other public disclosures.

---

•	The director was an employee, or an immediate family member of the director was employed as an executive officer, of Harris, provided that serving as an interim chairman, chief executive officer or other executive officer does not disqualify the director from being considered independent after that employment relationship has ended;

•

The director, or an immediate family member of the director, received more than $120,000 during any 12-month period in direct compensation from Harris, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service with Harris); except that compensation received by an immediate family member of the director for services as a non-executive employee of Harris or compensation received by the director for service as an interim chairman, chief executive officer or other executive officer need not be considered in determining independence under this test;

•	The director, or an immediate family member of the director, is or was employed as an executive officer of another company where any of Harris’ present executive officers at the same time served on that company’s compensation committee; or

•

The director currently is an executive officer of or employed by another company, or an immediate family member of the director currently is employed as an executive officer of such other company, that has made payments to, or received payments from, Harris for property or services (not including contributions to tax exempt organizations) in an amount which, in any single fiscal year of such other company, exceeds the greater of (a) $1 million or (b) 2% of such other company’s consolidated annual gross revenues.

•

The director is a current partner with or employed by the present internal or external auditor of Harris, an immediate family member of the director is a current partner of such a firm, an immediate family member of the director is a current employee of such firm and personally works on the Harris audit, or the director or an immediate family member of the director was within the last three years a partner or employee of such firm and personally worked on the Harris audit within such three-year period.

•

If a director of Harris is an executive officer or an employee, or an immediate family member of a director of Harris is an executive officer, of another company that makes payments to, or receives payments from, Harris for property or services in an amount which, in any single fiscal year of such other company, does not exceed the greater of (a) $1 million or (b) 2% of such other company’s consolidated annual gross revenues;

•	If a director of Harris or an immediate family member of a director of Harris is an executive officer of another company that is indebted to Harris, or to which Harris is indebted, and the total amount of the borrower’s indebtedness to the other company is less than 2% of the consolidated assets of the company where the director or immediate family member serves as an executive officer;

•	If a director of Harris is an executive officer of another company in which Harris owns an equity interest, and the amount of the equity interest is less than 5% of the total equity of such other company;

•

If a director of Harris, or the spouse of a director of Harris, serves as a director, officer or trustee of a tax exempt organization, and within the preceding three years, Harris’ or the Harris Foundation’s discretionary contributions to such organization in any single fiscal year of such organization are less than the greater of (a) $1 million or (b) 2% of such organization’s consolidated annual gross revenues; or

•	If a director or a director’s immediate family members own Harris shares.

---

•	Full Board – elements of risk related to Company-wide and business unit annual operating plans, three-year strategic plans, cybersecurity, merger and acquisition opportunities, market environment updates, regular financial and operations updates and other strategic discussions.

•	Audit Committee – elements of risk related to financial reporting, internal audit, internal control over financial reporting, auditor independence and related areas of accounting, taxation, law and regulation.

•	Governance and Corporate Responsibility Committee – elements of risk related to corporate governance issues and various aspects of U.S. and international regulatory compliance, ethics, business conduct, social responsibility, environmental, health and safety matters and export/import controls.

•	Finance Committee – elements of risk related to liquidity, financial arrangements, capital structure, ability to access capital markets and the financial and investment aspects of our defined contribution and defined benefit plans.

•	Management Development and Compensation Committee – elements of risk related to compensation policies and practices and talent management and succession planning.

---

•	Assisting our Board in overseeing the goals and objectives of our ethics and business conduct program consistent with sound, ethical business practices and legal requirements;

•	Assisting our Board in overseeing the goals and objectives of our environmental, health and safety programs;

•	Assisting our Board in overseeing the goals and objectives of our charitable, civic, educational and philanthropic activities; and

•	Reviewing and taking appropriate action concerning strategic issues and trends relating to corporate citizenship and responsibility, including social and political trends and public policy issues that may have an impact on our operations, financial performance or public image.

•	Improving workplace safety, with reported injuries 45 percent below the industry average;

•	Reducing waste as well as water and energy usage;

•	Donating millions of dollars and contributing 63,000 employee hours to community programs – with a special emphasis on science, technology, engineering and math (“STEM”) education;

•	Improving inclusion – increasing the number of women in our executive ranks to 33 percent, with women comprising about one-third and people of color approximately 40 percent of our new college graduate and intern pool; and

•	Receiving multiple workplace awards, including being named a top five aerospace and defense company workplace.

---

---

---

•	engaged Board members who are independent (other than our current Chairman, President and CEO) and who conduct candid and constructive discussions and deliberations.

•	the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings;

---

•	Presiding at all meetings of our Board at which our Chairman is not present, including executive sessions of our independent directors;

•	Serving as liaison between our Chairman and our independent directors;

•	Approving the information sent to our Board and the meeting agendas for our Board;

•	Approving our Board meeting schedules to assure sufficient time for discussion of all agenda items;

•	Calling meetings of our independent directors;

•	Ensuring that he or she is available, when appropriate, for consultation and direct communication consistent with our policies regarding shareholder communications, if requested by major shareholders;

•	Providing timely feedback from executive sessions of our independent directors to our CEO or other members of senior management;

•	Playing a key role in the annual CEO evaluation process, together with the Chairperson of our Management Development and Compensation Committee (or the Chairperson of our Governance and Corporate Responsibility Committee if the same individual is serving as Lead Independent Director and Chairperson of our Management Development and Compensation Committee);

•	Playing a key role in our Board’s annual self-evaluation process and related matters, together with the Chairperson of our Governance and Corporate Responsibility Committee (or the Chairperson of our Management Development and Compensation Committee if the same individual is serving as Lead Independent Director and Chairperson of our Governance and Corporate Responsibility Committee);

•	Guiding and playing a key role in the CEO succession planning process;

•	Assisting with the recruitment of director candidates, when applicable;

•	Serving as spokesperson for our Board, when appropriate, it being understood that our CEO is the primary spokesperson for our Board and us; and

•	Other responsibilities and authority as our Board may determine from time to time.

---

•	Directly appointing, compensating, retaining, terminating and overseeing the work of our independent registered public accounting firm;

•	Pre-approving, or adopting appropriate procedures to pre-approve, all audit services, internal control-related services and non-audit services to be provided by our independent registered public accounting firm;

•

Reviewing and discussing with our independent registered public accounting firm, our internal audit department and our management (i) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the selection or application of accounting principles, (ii) the effect of regulatory and accounting initiatives or actions applicable to us, as well as off-balance sheet structures, on our financial statements, and (iii) any major issues concerning the adequacy of our internal controls and any special steps adopted in light of any material control deficiencies;

•	Discussing guidelines and policies governing the process by which our management assesses and manages exposure to risk, including key credit risks, liquidity risks, market risks, financial risks and operational risks;

•	Reviewing and discussing our earnings press releases, including the use of “pro forma,” “adjusted” or other non-GAAP financial measures, and the types of financial information and earnings guidance provided, and the types of presentations made, by us to analysts and rating agencies; and

•	Reviewing and discussing with our independent registered public accounting firm, our internal audit department and our management quarterly and year-end operating results, reviewing our interim financial statements prior to their inclusion in our Quarterly Reports on Form 10-Q, and recommending to our Board the inclusion of our annual financial statements in our Annual Reports on Form 10-K.

---

•	Identifying individuals determined by the Committee to be qualified to become a Board member consistent with criteria approved by our Board, and recommending that our Board select the nominees for election or re-election, as applicable, and fill vacancies on our Board;

•	Adopting a policy and procedure for consideration of each candidate to serve as a director recommended by our shareholders;

•	Developing and recommending to our Board our Corporate Governance Guidelines and monitoring trends and evolving practices in corporate governance;

•	Periodically assessing the adequacy of our corporate governance framework, including our Restated Certificate of Incorporation and By-Laws, and recommending changes to our Board for approval, as appropriate;

•	Developing, reviewing and recommending to our Board director compensation and benefit plans;

•	Reviewing and making recommendations to our Board concerning the structure, size, composition and operation of our Board and its committees;

•	Recommending establishment or elimination of committees of our Board and committee assignments;

•	In consultation with each committee chairperson and our Lead Independent Director (if one has been designated), setting meeting schedules for our Board and developing, reviewing and recommending to our Board the schedule of regular meetings of our Board and its committees;

•	Reviewing and approving or ratifying related person transactions in accordance with relevant policies;

•	Reviewing and making recommendations to our Board regarding shareholder proposals and a process for shareholder communications with our Board;

•	Facilitating our Board’s annual self-evaluation of its performance and effectiveness;

•	Retaining (after considering the independence and any potential conflicts of interest of director compensation consultants) and terminating director compensation consultants, including approving such consultants’ fees and other retention terms;

•	Assisting our Board in overseeing the goals and objectives of our ethics and business conduct program consistent with sound, ethical business practices and legal requirements;

•	Assisting our Board in overseeing the goals and objectives of our environmental, health and safety programs;

•	Assisting our Board in overseeing the goals and objectives of our charitable, civic, educational and philanthropic activities; and

•	Reviewing and taking appropriate action concerning strategic issues and trends relating to corporate citizenship and responsibility, including social and political trends and public policy issues that may have an impact on our operations, financial performance or public image.

---

•	Reviewing plans for our management training, development, organizational structure and succession, and recommending to our Board for its approval individuals for election as executive officers and other corporate officers;

•	Overseeing and reviewing our overall compensation philosophy and establishing the compensation and benefits of our executive officers;

•	Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and together with all independent directors of our Board, determining and approving our CEO’s annual salary, cash and equity incentives and other benefits based on this evaluation;

•	Reviewing and approving the annual salary, cash and equity incentives and other benefits of our other executive officers;

•	Reviewing and approving the use and the terms of employment, separation, severance and change in control agreements and any special arrangements in the event of termination of employment, death or retirement of executive officers (together, in the case of our CEO, with all independent directors of our Board);

•	Administering our equity-based compensation plans;

•	Determining stock ownership guidelines for our CEO, executive officers and other corporate officers and overseeing compliance with such guidelines;

•	Reviewing and discussing the “Compensation Discussion and Analysis” section in this proxy statement with our management and making a recommendation to our Board on the inclusion of the “Compensation Discussion and Analysis” section in this proxy statement; and

•	Retaining (after considering the independence and any potential conflicts of interest of compensation consultants) and terminating executive compensation consultants, including approving such consultants’ fees and other retention terms.

---

---

•	$105,000 annual cash retainer, payable on a quarterly basis, for service as a member of our Board (increased from $80,000 in lieu of attendance fee of $2,000 per Board meeting, effective January 1, 2018);

•	$25,000 annual cash retainer, payable on a quarterly basis, for service as Lead Independent Director;

•	$25,000 annual cash retainer, payable on a quarterly basis, for service as Chairperson of our Audit Committee (increased from $20,000, effective January 1, 2018);

•	$20,000 annual cash retainer, payable on a quarterly basis, for service as Chairperson of our Management Development and Compensation Committee (increased from $15,000, effective January 1, 2018);

•	$15,000 annual cash retainer, payable on a quarterly basis, for service as Chairperson of each committee of our Board other than our Audit Committee or Management Development and Compensation Committee; and

•	an annual cash retainer for service as a member (other than Chairperson) of each committee of our Board in an amount equal to 50% of the annual cash retainer for service as Chairperson of the applicable committee (instituted in lieu of attendance fee of $2,000 per committee meeting, effective January 1, 2018).

---

---

---

(1)	Reflects total cash compensation earned in fiscal 2018 for Board, committee, committee Chairperson and Lead Independent Director retainers and Board and committee meeting attendance fees (meeting attendance fees were discontinued, effective January 1, 2018).

(2)

Reflects the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”), with respect to: (a) Harris stock equivalent units awarded in fiscal 2018 and credited to the director’s account under our Directors’ Deferred Compensation Plan and (b) a one-time restricted share award granted to Ms. Bailey in connection with joining our Board in fiscal 2018 for a number of shares of our common stock having an aggregate grant date fair value approximately equal to $72,500 (492 shares granted on May 3, 2018), which award vests ratably over three years, as described above under “Equity Awards to New Non-Employee Directors.”

(3)	Stock options are not an element of compensation for our non-employee directors, and consequently, our non-employee directors hold no Harris stock options.

(4)	There were no above-market or preferential earnings in our director deferred compensation plans.

(5)

As noted above, non-employee directors may participate in the Harris Foundation gift matching program up to an annual maximum of $10,000 per director. Although our directors participate on the same basis as our employees, SEC rules require disclosure of the amount of a director’s participation in a gift matching program. The amounts shown for Messrs. Growcock, Hay, Stoffel and Tookes include $10,000 of gift matching payments made during fiscal 2018.

---

•	Compensation programs must directly align the interests of our executives with those of our shareholders.

•	Compensation and benefits must be competitive within the market to attract, motivate and retain executives that drive our desired business results.

•	To motivate achievement of our financial goals and strategic objectives, a significant portion of compensation will be at-risk and based on our financial performance and the executive’s personal performance.

•	An executive’s realized pay will be aligned with the executive’s performance through above-target compensation for above-target performance and below-target compensation for below-target performance.

---

•	Reflect sound pay practices;

•	Align with our pay-for-performance philosophy;

•	Align further the interests of our executive officers with the long-term interests of our shareholders;

•	Appropriately balance risk and reward; and

•	Reinforce the creation of sustainable, long-term shareholder value.

•	Vote “For” approval;

•	Vote “Against” approval; or

•	“Abstain” from voting on this proposal.

---

•	William M. Brown, Chairman, President and Chief Executive Officer;

•	Rahul Ghai, Senior Vice President and Chief Financial Officer;

•	Sheldon J. Fox, Senior Vice President, Operations and Information Technology;

•	Dana A. Mehnert, Senior Vice President, Chief Global Business Development Officer; and

•	Scott T. Mikuen, Senior Vice President, General Counsel and Secretary.

•	Alignment with Shareholders’ Interests — We believe an executive’s interests are more directly aligned with our shareholders’ interests when compensation programs appropriately balance short- and long-term financial performance, are impacted by our stock price performance and require meaningful ownership of our stock.

•	Competitiveness at Target Performance Level — We believe an executive’s total compensation should be competitive at the target performance level to attract qualified executives, motivate performance and retain, develop and reward executives who possess the abilities and skills needed to build long-term shareholder value.

•	Motivate Achievement of Financial Goals and Strategic Objectives — We believe an effective way to incentivize an executive to create long-term shareholder value is to make a significant portion of an executive’s overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives and on the value of our stock.

•

Align Realized Pay with Performance — We believe that although an executive’s total compensation should be tied to achievement of financial goals and strategic objectives and should be competitive at the target performance level, performance that exceeds target should be appropriately rewarded. We also believe there should be downside risk of below-target compensation if our financial performance is below target and if we do not achieve our financial goals and strategic objectives.

---

---

•	Prior to or early in that fiscal year, determining executive compensation plan design changes as well as compensation levels for executive officers (typically finalized at our regularly scheduled Compensation Committee and Board meetings in late August, early in the new fiscal year); and

•

Following the end of that fiscal year, conducting annual performance reviews and approving payouts of at-risk, performance-based elements of compensation to executive officers (typically finalized at our regularly scheduled Compensation Committee and Board meetings in late August, after financial results are released and audited financial statements are available for the recently completed fiscal year).

---

---

•	base salary;

•	annual cash incentive award compensation;

•	equity-based long-term incentive compensation (which included performance share units, stock options and restricted stock units for fiscal 2018);

•	health, welfare and other personal benefits; and

•	change in control, severance, retirement and other post-employment pay and benefits.

---

•	base salary;

•	annual cash incentive opportunity under our Annual Incentive Plan;

•	eligibility for annual grants of equity-based long-term incentives; and

•	eligibility to participate in our retirement and employee welfare and benefit plans in accordance with their terms.

•	base salary;

•	annual cash incentive opportunity under our Annual Incentive Plan;

•	eligibility for annual grants of equity-based long-term incentive; and

•	eligibility to participate in our retirement and employee welfare and benefit plans in accordance with their terms.

---

•	our financial performance against specific financial performance measures; and

•	named executive officer performance against individual objectives and contribution to our overall results.

•	upside potential of above-target payouts if our financial performance is above target; and

•	downside risk of below-target payouts if our financial performance is below target.

---

•

Performance share units - although the value of all forms of equity-based compensation is directly impacted by both increases and decreases in the price of our common stock, performance share unit awards motivate our executives to achieve our multi-year financial and operating goals because the number of units ultimately earned depends on the level of our performance against internal and external financial measures, generally over a three-year period. Under such awards, each new fiscal year begins a new three-year performance cycle for which we establish financial performance measures and relative weighting and associated targets, against which performance is measured and payouts are determined.

•	Stock options - stock options motivate our executives to increase shareholder value because the options have value only to the extent the price of our common stock on the date of exercise exceeds our stock price on the grant date, and thus compensation is realized only if our stock price increases over the term of the award and the option is exercised by the executive.

•	Restricted stock units - restricted stock unit awards primarily facilitate retention and succession planning because the restrictions on these awards typically expire at the end of a three-year period.

---

•	An exercise price equal to the closing price of our stock on the grant date;

•	Vest in equal installments of one-third each on the first, second and third anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date;

•	Expire 10 years from the grant date; and

•	Accelerated vesting upon a change in control or other events as discussed elsewhere in this proxy statement.

---

---

•	Grow revenue in all three segments;

•	Drive flawless execution while maintaining margins through operational excellence; and

•	Maximize cash flow with balanced capital deployment.

---

•	Fiscal 2018 base salary rates;

•	Fiscal 2018 cash incentive compensation award financial performance measures (and relative weighting and associated targets) and individual targets and payouts;

•	Target values for fiscal 2018 grants of long-term equity compensation awards (which were allocated 50% as performance share unit awards, 25% as stock options and 25% as restricted stock unit awards); and

•	Payouts in respect of fiscal 2016 awards of performance share units for the fiscal 2016-2018 performance period.

1.	for Mr. Brown and for our other named executive officers on average, respectively, the percentage of fiscal 2018 total target direct compensation represented by each major element of target direct compensation at the time of approval, indicating the percentage of fiscal 2018 total target direct compensation that was at risk in the form of performance-based cash incentive and equity awards; and

2.

Mr. Brown’s target direct compensation (including each major element thereof) for each of fiscal 2016 through fiscal 2018, at the time of approval in each such fiscal year, relative to 1-year, 2-year and 3-year cumulative TSR performance based on our fiscal year periods ending with fiscal 2016, 2017 and 2018, respectively, for Harris, companies in the Standard & Poor’s 500 and our compensation comparison peer group for fiscal 2018.

---

---

---

1.	fiscal 2018 Annual Incentive Plan financial performance measures and relative weighting and associated targets and the payout percentages for financial results as a percentage of each performance measure’s associated target; and

2.	annual cash incentive compensation award targets under our Annual Incentive Plan as a percentage of base salary rates for fiscal 2018, as compared with fiscal 2017.

1.	financial performance measures and relative weighting and associated targets, reported financial results, adjusted financial results, adjusted financial results as a percentage of target, resulting payout percentages for adjusted financial results and weighted adjusted financial performance measure achievement; and

2.	award targets, weighted adjusted financial measure achievement, actual cash payouts and actual cash payouts as a percentage of target.

---

•	a fiscal 2018 consolidated operating income target of $1.168 billion (the same as the consolidated operating income target under our Annual Incentive Plan for fiscal 2018); and

•	the creation of a payout pool for eligible employees in an amount equal to 50% of our fiscal 2018 consolidated operating income in excess of such target.

---

•	50% as performance share units;

•	25% as stock options; and

•	25% as restricted stock units.

---

•	three-year EPS CAGR for the fiscal 2018-2020 performance period, weighted at 50%; and

•	average annual ROIC for the fiscal 2018-2020 performance period, weighted at 50%.

---

---

1.

financial performance measures and relative weighting and associated targets (original and adjusted), reported financial results, adjusted financial results, adjusted financial results as a percentage of adjusted target, resulting payout percentages for adjusted financial results, relative TSR payout adjustments, relative TSR adjusted payout percentages and weighted adjusted payout percentages; and

2.	units initially granted, weighted relative TSR adjusted payout percentages and actual share payouts.

---

---

---

•	Unpaid base salary through the date of termination;

•	A pro-rated annual bonus (as determined under the change in control severance agreement);

•	Any unpaid accrued vacation pay;

•	To the extent permitted under Section 409A of the Internal Revenue Code, any other benefits or awards that have been earned or became payable pursuant to the terms of any compensation plan but that have not been paid to the executive;

•	Two times the executive’s highest annual rate of base salary during the 12-month period prior to the date of termination; and

•	Two times the greatest of the executive’s: (1) highest annual bonus in the three years prior to the change in control, (2) target bonus for the year in which the change in control occurred or (3) target bonus for the year in which the executive’s employment is terminated.

•	Annual cash incentive awards are fully earned and to be paid out promptly following the change in control or, in certain instances, following the end of the fiscal year, in each case at not less than target level;

•	Performance share units are deemed fully earned and fully vested immediately and to be paid at the end of the applicable performance period at not less than target level, subject to accelerated payout or forfeiture in certain circumstances;

•	Restricted stock units and shares of restricted stock immediately vest and are to be paid as soon as practicable but not later than 60 days following the change in control, or in certain events, promptly following the expiration of the initial restriction period; and

•	Unvested options immediately vest and become exercisable until their regularly scheduled expiration date.

---

•	CEO — five times base salary rate;

•	Senior corporate officers and segment Presidents (including the other named executive officers) — three times base salary rate; and

•	Other corporate officers — two times base salary rate.

---

---

---

•	An emphasis on long-term compensation that utilizes a balanced portfolio of compensation elements, such as cash and equity, and delivers rewards based on sustained performance over time;

•	Our Compensation Committee’s power to set short- and long-term performance objectives for our incentive plans, which we believe are appropriately correlated with shareholder value and which use multiple financial metrics to measure performance;

•	Our performance share unit awards focus on financial performance measures spanning overlapping three-year performance periods. This creates a focus on driving sustained performance over multiple performance periods, which mitigates the potential for executives to take excessive risks to drive one-time, short-term performance spikes in any one performance period;

•	The use of equity awards with vesting periods to foster retention and align our executives’ interests with those of our shareholders;

•	Capping potential payouts under both short- and long-term incentive plans to eliminate the potential for any windfalls;

•	A “clawback” policy that allows us to recover all or a portion of any performance-based compensation if our financial statements are restated as a result of errors, omissions or fraud;

•	Share ownership guidelines; and

•	A broad array of competitive benefit programs that offer employees and executives an opportunity to build meaningful retirement assets and benefit protections throughout their careers.

---

(1)

The “Salary” column reflects the base salary amount (not base salary rate) for each of our named executive officers for the respective fiscal year. Amounts shown include any portion of base salary deferred and contributed by our named executive officers to our Retirement Plan or our SERP. See the Fiscal 2018 Nonqualified Deferred Compensation Table on page 74 and related notes for information regarding contributions by our named executive officers to our SERP.

(2)

The “Stock Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 for the respective fiscal year with respect to performance share units and restricted stock units granted to our named executive officers. Amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of performance share units, except the 22,700 performance share units granted to Mr. Brown in fiscal 2016 as part of his special one-time share-based retention and Exelis integration award, were calculated based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in the Standard & Poor’s 500, less a discount because dividends are not paid on performance share units during the performance period. The grant date fair value of the 22,700 performance share units granted to Mr. Brown in fiscal 2016 as part of his special one-time share-based retention and Exelis integration award was determined as of the grant date using the closing market price of our common stock on the grant date, less a discount because dividends are not paid on performance share units during the performance period. The grant date fair values of restricted stock units were determined as of the grant date using the closing market price of our common stock on the grant date. Although dividends also are not paid during the restriction period on fiscal 2018 restricted stock units granted to our named executive officers in August 2017, the grant date fair values of restricted stock units do not reflect any discounts. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions.

---

(3)

The “Option Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 for the respective fiscal year with respect to stock options granted to our named executive officers. Amounts reflect our accounting for these option grants and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of these option grants were calculated at the grant date using the Black-Scholes-Merton option-pricing model. The grant date fair values per share of our common stock underlying these option grants were as follows: (a) $18.59 per share for fiscal 2018 stock option grants in August 2017; (b) $13.82 per share for fiscal 2017 stock option grants in August 2016; and (c) $12.67 per share for fiscal 2016 stock option grants in August 2015. The assumptions used for the valuations are set forth in Note 14 and Note 15 to our audited consolidated financial statements in our Annual Report on Form 10-K for fiscal 2018 and our Annual Reports on Form 10-K for fiscal 2017 and 2016, respectively. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions. See the Grants of Plan-Based Awards in Fiscal 2018 Table on page 68 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to stock options granted in fiscal 2018 and the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70 and related notes for information with respect to stock options and performance stock options granted prior to fiscal 2018.

(4)

The “Non-Equity Incentive Plan Compensation” column reflects payouts to our named executive officers of cash amounts earned under our Annual Incentive Plan and, when applicable, our Performance Reward Plan for services performed in the respective fiscal year (there were no payouts under our Performance Reward Plan in fiscal 2018, 2017 or 2016). Payouts were determined by our independent directors, in the case of Mr. Brown, and our Compensation Committee, in the case of our other named executive officers, in August 2018, August 2017 and August 2016, respectively, and paid shortly thereafter. Amounts shown include any portion of these payouts deferred and contributed by the recipient to our Retirement Plan or our SERP. See the Fiscal 2018 Nonqualified Deferred Compensation Table on page 74 and related notes for information regarding contributions by our named executive officers to our SERP. For additional information about our Annual Incentive Plan and Performance Reward Plan and these payouts, see the “Compensation Discussion and Analysis” section of this proxy statement and the Grants of Plan-Based Awards in Fiscal 2018 Table on page 68 and related notes.

(5)	The following table describes the components of the “All Other Compensation” column for fiscal 2018:

(a)	Reflects the dollar value of premiums paid by us on life insurance for our named executive officers under our broad-based group basic life insurance benefit.

(b)	Reflects our contributions credited to accounts of our named executive officers under our Retirement Plan, which is a tax-qualified, defined contribution plan.

(c)	Reflects our credits to accounts of our named executive officers under our SERP, which is an unfunded, nonqualified defined contribution retirement plan. For additional information regarding our SERP, see the Fiscal 2018 Nonqualified Deferred Compensation Table on page 74 and related notes.

(d)

The amount for Mr. Brown was for personal use of Harris-owned aircraft. The incremental cost to us of personal use of Harris-owned aircraft is calculated based on our average variable operating costs, which include fuel, maintenance, weather-monitoring, on-board catering, trip-related hangar/parking, landing/ramp fees and other miscellaneous variable costs. Our total annual variable operating costs are divided by the annual number of miles the Harris-owned aircraft flew to derive an average variable cost per mile, which is then multiplied by the miles flown for personal use to derive the incremental cost. The methodology excludes fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, purchase costs of the aircraft and non-trip related hangar expenses. The taxable benefit associated with personal use of Harris-owned aircraft is imputed at “Standard Industry Level” rates to the applicable named executive officers, who do not receive any gross-up for payment of taxes for such imputed income. The amount related to the loss of tax deduction to us due to the personal use of Harris-owned aircraft under the Internal Revenue Code is not included.

(e)

Reflects the dollar value of dividend equivalents paid in cash to our named executive officers with respect to performance share units ultimately earned for the fiscal 2016-2018 three-year performance period, including Mr. Brown’s special one-time Exelis integration performance share unit award. The value of such dividend equivalents was not factored into the grant date fair value of the underlying performance share units.

(6)	Mr. Ghai joined us on March 2, 2015 and became a named executive officer upon being named Senior Vice President and Chief Financial Officer effective February 11, 2016. The “All Other Compensation” and “Total” column amounts for Mr. Ghai for fiscal 2017 have been corrected to include immigration expenses of $1,540 we paid on behalf of Mr. Ghai in fiscal 2017.

---

---

(1)

The “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column shows the range of cash payouts that were possible in respect of awards under our Annual Incentive Plan (no payout is made for performance below threshold) and our Performance Reward Plan in respect of fiscal 2018 performance (no payout is made for performance at or below target). Amounts actually earned for fiscal 2018 were determined by our independent directors, in the case of Mr. Brown, and our Compensation Committee, in the case of our other named executive officers, in August 2018 and paid shortly thereafter and are reported under the “Non-Equity Incentive Plan Compensation” column in the Fiscal 2018 Summary Compensation Table on page 65. For additional information related to our Annual Incentive Plan and our Performance Reward Plan, including financial performance measures and associated weighting and targets, see the “Compensation Discussion and Analysis” section of this proxy statement.

(2)	The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earned in respect of grants under performance share unit awards under our Equity Incentive Plan in fiscal 2018 for the three-year performance period of fiscal 2018-2020.

---

(3)

The “All Other Stock Awards: Number of Shares of Stock or Units” column shows restricted stock units granted in fiscal 2018. For these grants, cash dividend equivalents are not paid during the restriction period on restricted stock units, and instead, each restricted stock unit paid out will receive accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the restriction period, with payment of such dividend equivalents to be made in cash at the time of the actual payout of restricted stock units after completion of the restriction period. In the case of death or disability, subject to a minimum one-year holding period, or upon a change in control, these restricted stock units will immediately vest. In the case of retirement after age 55 with 10 or more years of full-time service, or involuntary termination of employment by us other than for misconduct, subject to a minimum one-year holding period, these restricted stock units will vest and be pro-rated. For additional information related to the terms and conditions of restricted stock units granted by us, see the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70 and related notes.

(4)

The “All Other Option Awards: Number of Securities Underlying Options” column shows the number of shares of our common stock underlying stock options granted in fiscal 2018, which expire no later than 10 years from the grant date. These options vest in equal installments of one-third each on the first, second and third anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date. In the case of death or disability, subject to a minimum one-year holding period, or in the case of a change in control, these options will immediately vest and become exercisable. For additional information related to the terms and conditions of the stock options granted by us, see the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70 and related notes.

(5)	The “Exercise or Base Price of Option Awards” column shows the exercise price per share for the stock options at the time of grant, which was the closing market price per share of our common stock on the grant date or, if the grant is made on a weekend or holiday, the closing market price per share of our common stock on the preceding business day.

(6)

The “Grant Date Fair Value of Stock and Option Awards” column shows the aggregate grant date fair value computed in accordance with ASC 718 of performance share units (at target), restricted stock units and stock options granted in fiscal 2018. In accordance with SEC rules, the amounts in this column reflect the grant date fair value without reduction for estimates of forfeitures related to service-based vesting conditions.

---

(1)

All options granted are nonqualified stock options. The exercise price for all stock option grants is the closing market price of a share of our common stock on the grant date, except that the grants made to Mr. Brown by the independent directors of our Board on August 25, 2012, August 23, 2014 and August 27, 2016 were annual grants made on a Saturday using the closing market price on the prior business day in accordance with the terms of our equity incentive plan. The exercise price may be paid in cash and/or shares of our common stock, or an option holder may use “broker assisted cashless exercise” procedures. If an option holder’s employment is terminated as a result of death, then subject to a minimum one-year vesting period, such option holder’s unvested options immediately fully vest and all options will be exercisable by such option holder’s beneficiaries for up to 12 months following the date of death but

---

(2)	The following table details the regular vesting schedule for all unvested stock options for each named executive officer. In general, options expire 10 years from the grant date.

(3)

These are restricted stock unit awards granted on August 25, 2017 that will vest on August 25, 2020 if the holder is employed by us on such date. During the restriction period of restricted stock unit awards, the holder may not vote, sell, exchange, assign, transfer, pledge or otherwise dispose of the restricted stock units. Each restricted stock unit paid out will receive accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the restriction period, with payment of such dividend equivalents to be made at the time of the actual payout of restricted stock units after completion of the restriction period. In the event of involuntary termination other than for misconduct or retirement after age 55 with 10 or more years of full-time service prior to full vesting, subject to a minimum one-year holding period, restricted stock units will be pro-rated based on the period worked during the restriction period and paid out promptly (but subject to any delay required by U.S. Federal tax law). In the event of death or disability prior to full vesting, subject to a minimum one-year holding period, restricted stock units immediately fully vest. Upon a change in control, restricted stock units immediately vest and will be paid as soon as reasonably practicable, but not later than 60 days following the change in control, or in certain events, promptly following the expiration of the initial restriction period.

---

(4)	The market value shown was determined by multiplying the number of restricted stock units that have not vested by the $144.54 closing market price per share of our common stock on June 29, 2018, the last trading day of our fiscal 2018.

(5)

These are grants under performance share unit awards in: (a) fiscal 2017 for the three-year performance period of fiscal 2017-2019 and (b) fiscal 2018 for the three-year performance period of fiscal 2018-2020. For all of our named executive officers, the numbers of performance share units and related values as of June 29, 2018 represent the maximum possible payouts of the performance share units (200% of target), rather than payouts of the performance share units at target, in accordance with SEC rules requiring reporting of these amounts in this manner because our performance exceeded target during the last completed fiscal year or years over which performance is measured. Actual performance may cause our named executive officers to earn from 0% to 200% of the target award for such performance share units. Each performance share unit earned and paid out will receive accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the performance period, with payment of such dividend equivalents to be made at the time of the actual payout of performance share units ultimately earned as determined after completion of the performance period. In the event of death or disability, in each case, prior to full vesting, subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on target and the period worked during the performance period, and paid out promptly. Upon a change in control, performance share units are deemed fully earned and fully vested immediately and will be paid at the end of the performance period at not less than the target level, subject to accelerated payout or forfeiture in certain circumstances. For more information regarding performance share units, see the Grants of Plan-Based Awards in Fiscal 2018 Table on page 68 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement. This Outstanding Equity Awards at 2018 Fiscal Year End Table does not include the performance share units granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, because these performance share units became fully vested at the end of the performance period on June 29, 2018 and consequently are included in the Option Exercises and Stock Vested in Fiscal 2018 Table below under the “Stock Awards” column.

(6)	The market value shown was determined by multiplying the number of unearned performance share units (at maximum) by the $144.54 closing market price per share of our common stock on June 29, 2018, the last trading day of our fiscal 2018.

(1)	Value realized on exercise of stock options was determined by multiplying the number of options exercised by the difference between the weighted-average selling price of the shares of our common stock sold on the date of exercise and the exercise price, irrespective of any taxes owed upon exercise.

(2)

Consists of shares earned and acquired on vesting of performance share unit awards and shares acquired on vesting of restricted stock awards, as described further in the notes below, with value realized on vesting of performance share unit awards determined by multiplying the number of shares earned and vested by the $144.54 closing market price of our common stock on June 29, 2018, the last trading day of our fiscal 2018, and with value realized on vesting of restricted stock awards determined by multiplying the number of shares acquired on vesting by the closing market price of our common stock on the date of vesting, as described further in the notes below. Upon the vesting and release of performance share unit and restricted stock awards, shares are surrendered to satisfy income tax withholding requirements. Amounts shown for number of shares acquired and value realized on vesting, however, have not been reduced to reflect shares surrendered to cover such tax withholding obligations. The number of shares earned and acquired on vesting in fiscal 2018 in respect of performance share unit awards granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, as a percentage of the target number of units under such awards as granted in fiscal 2016, was 102.0%, except in the case of the performance share units that were granted as part of Mr. Brown’s special one-time share-based retention and Exelis integration award and that vested based on achievement of full-year run rate net synergies from the Exelis acquisition as measured against target full-year run rate net synergies established as part of our acquisition business case, for which the percentage was 200%. For additional information with respect to payouts in respect of performance share unit awards granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, see the “Compensation Discussion and Analysis” section of this proxy statement.

(3)

Consists of (a) 45,023 shares earned and vested in fiscal 2018 in respect of a “regular” performance share unit award in fiscal 2016 for the three-year performance period of fiscal 2016-2018; and (b) 45,400 shares earned and vested in fiscal 2018 in respect of performance share units that were granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018 as part of Mr. Brown’s special one-time share-based retention and Exelis integration award and that vested based on achievement of full-year run rate net synergies from the Exelis acquisition as measured against target full-year run rate net synergies established as part of our acquisition business case, in each case, as described further in note (2) above.

(4)

Consists of (a) 2,254 shares earned and vested in fiscal 2018 in respect of a performance share unit award in fiscal 2016 for the three-year performance period of fiscal 2016-2018, as further described in note (2) above; (b) 4,866 shares acquired on ratable vesting on May 6, 2018 of a restricted stock award of 14,600 shares granted on May 6, 2015, with value realized on vesting of $729,121 (4,866 shares multiplied by determined using the $149.84 closing market price of our common stock on Friday, May 4, 2018, the last trading day preceding the date of vesting, which was not a trading day); and (c) 2,510 shares acquired on vesting on June 1, 2018 of a restricted stock award granted on June 1, 2015, with value realized on vesting of $383,252 (2,510 shares multiplied by the $152.69 closing market price of our common stock on June 1, 2018).

(5)

Consists of (a) 7,400 shares earned and vested in fiscal 2018 in respect of a performance share unit award granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, as described further in note (2) above; (b) 869 shares surrendered on December 15, 2017 to satisfy income tax withholding requirements pursuant to retirement eligibility criteria in respect of a restricted stock award of 6,275 shares granted on June 1, 2015, with

---

(6)	Shares earned and vested in fiscal 2018 in respect of a performance share unit award granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, as described further in note (2) above.

(7)

Consists of (a) 6,436 shares earned and vested in fiscal 2018 in respect of a performance share unit award granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, as described further in note (2) above; (b) 435 shares surrendered on December 15, 2017 to satisfy income tax withholding requirements pursuant to retirement eligibility criteria in respect of a restricted stock award of 3,140 shares granted on June 1, 2015, with value realized on vesting of $62,679 (435 shares multiplied by the $144.09 closing market price of our common stock on December 15, 2017); and (c) 2,006 shares acquired on vesting on June 1, 2018 of the remainder of the restricted stock award granted on June 1, 2015, with value realized on vesting of $306,296 (2,006 shares multiplied by the $152.69 closing market price of our common stock on June 1, 2018).

---

(1)

Represents contributions to our SERP of salary, annual cash incentives or other eligible compensation that have been deferred and credited during fiscal 2018. The portion representing deferral of base salary is included in the Fiscal 2018 Summary Compensation Table on page 65 in the “Salary” column for fiscal 2018. The portion representing deferral of annual cash incentives relates to deferred Annual Incentive Plan payments in fiscal 2018 in respect of fiscal 2017 performance, the amount of which is included in the Fiscal 2018 Summary Compensation Table on page 65 in the “Non-Equity Incentive Plan Compensation” column for fiscal 2017. Any contributions by our named executive officers to our SERP of deferred Annual Incentive Plan payments in respect of fiscal 2018 performance will be contributions in fiscal 2019.

(2)	Represents contributions by us to our SERP credited during fiscal 2018, which are included in the Fiscal 2018 Summary Compensation Table on page 65 in the “All Other Compensation” column.

(3)	None of the earnings in this column are included in the Fiscal 2018 Summary Compensation Table on page 65 because no preferential or above-market amounts are paid on balances in our SERP.

(4)	Includes amounts reported as compensation in the Fiscal 2018 Summary Compensation Table for fiscal 2017 and 2016 as follows: Mr. Brown — $1,111,543; Mr. Ghai — $56,701; Mr. Fox — $282,101; Mr. Mehnert — $155,216; and Mr. Mikuen — $268,121.

---

•	A substantial and continual failure or refusal by him to perform his material duties under his employment agreement (other than any failure resulting from illness or disability);

•	A willful breach by him of any material provision of his employment agreement;

•	Any reckless or willful misconduct (including action or failures to act) by him that causes material harm to our business or reputation;

•	Any unexcused, repeated or prolonged absence from work by him (other than as a result of, or in connection with, sickness, injury or disability) during a period of 90 consecutive days;

•	A conviction of him for the commission of a felony (including entry of a nolo contendere plea) or an indictment of him for the commission of a felony under the U.S. Federal securities laws;

•	Embezzlement or willful misappropriation by him of our property;

•	A willful and substantial violation by him of a material Harris policy that is generally applicable to all employees or all of our officers (including our Code of Conduct); or

•	A failure by him to cooperate in an internal investigation after being instructed by our Board to cooperate.

•	A reduction in his annual base salary or current annual cash incentive target award, other than a reduction also applicable in a substantially similar manner and proportion to our other senior executive officers;

•	Our removal of him from his position as Chief Executive Officer or President;

•	Our assignment to him of duties or responsibilities that are materially inconsistent with his positions with us;

•	Any requirement by us that he relocate his principal place of employment to a location other than our principal headquarters;

•	Our failure to nominate him for reelection to our Board upon expiration of his term at any annual meeting of our shareholders during the term of his employment;

•	Our failure to obtain an assumption of his employment agreement by a successor of Harris;

•	Our delivery of a notice not to renew his employment term pursuant to his employment agreement; or

•	Our termination of the indemnification agreement we have entered into with him without entering into a replacement or successor agreement, or making other appropriate indemnification arrangements in favor of him, on terms reasonably acceptable to him and no less favorable to him than to our other senior executives.

---

•	Pro-rated annual cash incentive compensation for the fiscal year of termination based on the achievement of performance objectives;

•	Severance payments, paid in substantially equal monthly installments over a 24-month period, in an aggregate amount equal to two times the sum of his then-current base salary and target annual cash incentive compensation for the year of termination;

•	COBRA continuation medical benefits for a period of 18 months following the termination date;

•	The stock options forming part of his “transition-related” equity awards will remain outstanding for the one-year period following termination, but in no event beyond the normal expiration period;

•

Each other time-based vesting stock option will continue to vest in accordance with its ordinary vesting schedule for the two-year period following the date of termination, at which time any remaining unvested portion of the stock options will be forfeited, and to the extent vested, will remain outstanding for the 27-month period following the termination date, but in no event beyond the normal expiration period;

•

Each performance share unit will remain outstanding and eligible to vest for the remainder of the applicable performance period if the termination date is prior to the end of the applicable performance period, with vesting subject to attainment of the applicable performance goals and to pro-ration based on the portion of the applicable performance period which has elapsed as of the termination date (with the remainder of the award forfeited); and

•	Each other equity award will be treated in the manner set forth in the applicable plan and award agreement.

•	Accrued but unpaid base salary and unpaid vacation time through the date of termination;

•	Earned but unpaid annual cash incentive compensation under our Annual Incentive Plan (or any successor plan) for the prior fiscal year;

•	Reimbursement of reasonable business expenses incurred prior to the date of termination; and

•	Other or additional compensation benefits, if any, in accordance with the terms of our applicable plans or employee benefit programs for terminated employees.

•	Hold a 5% or greater equity, voting or profit participation interest in, or associate with, an enterprise that competes with us; or

•	Solicit any customer or any employee to leave us.

---

•	The executive terminates employment for “good reason;” or

•	We terminate the executive’s employment for any reason other than for “cause” (all terms as defined in the change in control severance agreement and summarized below).

•	Any person becomes the beneficial owner of 20% or more of the combined voting power of our outstanding common stock;

•	A change in the majority of our Board not approved by two-thirds of our incumbent directors;

•

The consummation of a merger, consolidation or reorganization, unless immediately following such transaction: (1) more than 60% of the total voting power resulting from the transaction is represented by shares that were our voting securities immediately prior to the transaction; (2) no person becomes the beneficial owner of 20% or more of the total voting power of our outstanding voting securities as a result of the transaction; and (3) at least a majority of the members of the board of directors of the company resulting from the transaction were our incumbent directors at the time of our Board’s approval of the execution of the initial agreement providing for the transaction;

•	Our shareholders approve a plan of complete liquidation or dissolution of Harris; or

•	We consummate a sale or disposition of all or substantially all of our assets.

•	A reduction in the executive’s annual base salary or current annual incentive target award;

•	The assignment of duties or responsibilities that are inconsistent in any material adverse respect with the executive’s position, duties, responsibility or status with us immediately prior to the change in control;

•	A material adverse change in the executive’s reporting responsibilities, titles or offices with us as in effect immediately prior to the change in control;

•	Any requirement that the executive: (1) be based more than 50 miles from the facility where the executive was located at the time of the change in control or (2) travel on Harris business to an extent substantially greater than the travel obligations of the executive immediately prior to the change in control; or

•	Failure by us to continue in effect any employee benefit or compensation plans or provide the executive with employee benefits as in effect for the executive immediately prior to the change in control.

•	A material breach by the executive of the duties and responsibilities of the executive’s position; or

•	The conviction of the executive of, or plea of nolo contendere by the executive to, a felony involving willful misconduct that is materially injurious to us.

•	Unpaid base salary through the date of termination;

•	A pro-rated annual bonus (as determined under the change in control severance agreement);

•	Any unpaid accrued vacation pay;

•	To the extent permitted under Section 409A of the Internal Revenue Code, any other benefits or awards that have been earned or became payable pursuant to the terms of any compensation plan but that have not yet been paid to the executive;

•	Two times the executive’s highest annual rate of base salary during the 12-month period prior to the date of termination; and

•	Two times the greatest of the executive’s (1) highest annual bonus in the three years prior to the change in control, (2) target bonus for the year in which the change in control occurred or (3) target bonus for the year in which the executive’s employment is terminated.

---

•	Receipt of the same level of medical, dental, accident, disability and life insurance and any similar benefits as are in effect on the date of termination (or the highest level of coverage provided to active executives immediately prior to the change in control, if more favorable), for the two years following the date of termination, but in no event later than age 65;

•	Reimbursement for any relocation expense related to the pursuit of other business opportunities incurred within two years following the date of termination;

•	Reimbursement for recruitment or placement services of up to $4,000; and

•	Reimbursement for professional financial or tax planning services of up to $5,000 per year for the calendar year in which the termination occurs and the next calendar year.

•	Do not provide for a tax gross-up of excise taxes;

•	Do provide for a “best net after-tax” payment approach that reduces payments and benefits to an executive if the reduction would result in the executive receiving higher payments and benefits on a net after-tax basis;

•	Do provide that we will reimburse the executive for any legal fees and costs with respect to any dispute arising under the agreement; and

•

Do provide that, not later than the date on which a change in control occurs, we are required to contribute to an irrevocable “rabbi trust” in cash or other liquid assets, an amount equal to the total payments expected to be paid under the agreements, assuming that the employment of the executives is terminated, plus the amount of trust administration and trustee fees reasonably expected to be incurred (in recognition that in certain situations payments under the agreements will be required to be deferred for up to six months following the triggering event to comply with Section 409A of the Internal Revenue Code).

•	Accrued salary and pay for unused vacation;

•	Distributions of vested plan balances under our Retirement Plan or SERP; and

•	Earned but unpaid bonuses.

---

•	Unvested options are forfeited and vested options may be exercised until the sooner of 90 days following such termination or the regularly scheduled expiration date;

•	Performance share units are forfeited; and

•	Subject to a minimum one-year vesting or holding period, restricted stock units and shares of restricted stock will be pro-rated based on the period worked during the restriction period and paid out promptly following involuntary termination (but subject to any delay required by U.S. Federal tax laws).

•	Account balances in our Retirement Plan and SERP become fully vested;

•	Subject to being employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during the fiscal year, with payment continuing to be made following the fiscal year end based on our performance;

•	Subject to a minimum one-year vesting period, options immediately fully vest (at target, in the case of performance stock options) and will be exercisable by the beneficiaries for up to 12 months following the date of death but not later than the regularly scheduled expiration date;

•	Subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on target and on the period worked during the performance period and paid out promptly; and

•	Subject to a minimum one-year holding period, restricted stock units and shares of restricted stock immediately fully vest.

•	Account balances in our Retirement Plan and SERP become fully vested;

•	Subject to being employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during the fiscal year, with payment continuing to be made following the fiscal year end based on our performance;

•	Subject to a minimum one-year vesting period, options immediately fully vest (at target, in the case of performance stock options) and will be exercisable until the regularly scheduled expiration date;

•	Subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on target and on the period worked during the performance period and paid out promptly; and

•	Subject to a minimum one-year holding period, restricted stock units and shares of restricted stock immediately fully vest.

---

•	Account balances in our Retirement Plan and SERP become fully vested;

•	Subject to being employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during the fiscal year, with payment continuing to be made following the fiscal year end based on our performance;

•	After age 55 with 10 or more years of full-time service, but before age 62, options cease vesting and options exercisable at the time of retirement continue to be exercisable until the regularly scheduled expiration date, but unvested options (including unvested performance stock options) are forfeited;

•	After age 62 with 10 or more years of full-time service, subject to a minimum one-year vesting period, options continue to vest in accordance with their vesting schedule and continue to be exercisable until the regularly scheduled expiration date, except unvested performance stock options, which are forfeited;

•	After age 55 with 10 or more years of full-time service, subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on the period worked during the performance period, with payment continuing to be made at the end of the performance period based on our performance; and

•	After age 55 with 10 or more years of full-time service, subject to a minimum one-year holding period, restricted stock units and shares of restricted stock are paid pro-rata based on the period worked during the restriction period, promptly following retirement (but subject to any delay required by U.S. Federal tax law).

•	Annual cash incentive compensation awards under our Annual Incentive Plan are fully earned and paid out promptly following the change in control or, in certain instances, following the end of the fiscal year, in each case at not less than the target level;

•	All options immediately vest (in the case of performance stock options, at target or at such greater level of performance as our Board or Compensation Committee may authorize) and become exercisable until the regularly scheduled expiration date;

•	All performance share units are deemed fully earned and fully vested immediately and will be paid at the end of the performance period at not less than the target level, subject to accelerated payout or forfeiture in certain circumstances; and

•	All restricted stock units and shares of restricted stock immediately vest and will be paid as soon as practicable, but not later than 60 days following the change in control, or in certain events, promptly following the expiration of the initial restriction period.

---

•	The applicable provisions in the agreements and other arrangements between the named executive officer and us, which are summarized in the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 75;

•	We have assumed that the termination event occurred as of June 29, 2018, the last day of our fiscal 2018, and that the value of our common stock was $144.54 per share based on the closing market price on such date;

•	Cash severance includes multiples of salary and annual incentive compensation, but does not include paid or unpaid salary or annual incentive compensation or cash incentives earned for fiscal 2018 because a named executive officer is entitled to annual incentive compensation if employed on June 29, 2018;

•	We have not included the value of any options that were vested prior to June 29, 2018;

•	We have assumed that all unvested, in-the-money options that were not automatically forfeited on June 29, 2018 vested and were exercised on such day;

•

The value of accelerated performance share units is based on the target number of performance share units previously granted, includes the dollar value of dividend equivalents paid in cash with respect to such accelerated performance share units and does not include performance share units for the performance period ended June 29, 2018 because a named executive officer is entitled to such performance share units if employed on June 29, 2018 (see the Option Exercises and Stock Vested in Fiscal 2018 Table on page 72 of this proxy statement for the value associated with such performance share units);

•	The value of accelerated restricted stock units includes the dollar value of dividend equivalents paid in cash with respect to such accelerated restricted stock units;

•	We have not included any payment of the aggregate balance shown in the Fiscal 2018 Nonqualified Deferred Compensation Table on page 74 of this proxy statement;

•	We have included the estimated value of continuation of health and welfare benefits and perquisites, where applicable; and

•

For a termination by us without cause or by the named executive officer for good reason following a change in control, the “Other Benefits” line includes $4,000 for placement services, $10,000 ($5,000 per year for two years) for financial or tax planning services, $300,000 for estimated relocation assistance and an estimate of reimbursement for taxes associated with relocation assistance, in each case pursuant to the change in control severance agreement.

---

---

---

---

•	The integrity of Harris’ financial statements;

•	Harris’ compliance with relevant legal and regulatory requirements;

•	Harris’ internal control over financial reporting;

•	The qualifications and independence of Harris’ independent registered public accounting firm; and

•	The performance of Harris’ internal audit function and independent registered public accounting firm.

•	Reviewed and discussed with management and EY Harris’ internal control over financial reporting, including a review of management’s report on its assessment and EY’s audit of the effectiveness of Harris’ internal control over financial reporting and any significant deficiencies or material weaknesses;

•	Considered, reviewed and discussed the audited financial statements with management and EY, including a discussion of the quality of the accounting principles, the reasonableness thereof, significant adjustments, if any, and the clarity of disclosures in the financial statements, as well as critical accounting policies and other financial accounting and reporting principles and practices;

•	Discussed with EY the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees, and No. 2410, Related Parties;

•	Received, reviewed and discussed the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit Committee concerning independence, and has discussed with EY its independence;

•	Reviewed the services provided by EY other than its audit services and considered whether the provision of such other services by EY is compatible with maintaining its independence, discussed with EY its independence, and concluded that EY is independent from Harris and its management; and

•

Reviewed the contents of SEC-required certification statements from the CEO and Chief Financial Officer and also discussed and reviewed the process and internal controls for providing reasonable assurances that the financial statements included in the Harris Annual Report on Form 10-K for the fiscal year ended June 29, 2018 are true in all important respects, and that the report contains all appropriate material information of which they are aware.

---

•	Vote “For” ratification;

•	Vote “Against” ratification; or

•	“Abstain” from voting on this proposal.

---

---

---

*	Less than 1%.

†	Also serves as a director and Chairman of our Board.

(1)

Includes shares over which the individual or his or her immediate family members hold or share voting and/or investment power and excludes shares listed under the “Shares Under Exercisable Options” and “Stock Equivalent Units” columns. For each non-employee director other than Ms. Bailey and Messrs. Albaugh and Fradin, also includes 333 unvested restricted units in respect of an award of 1,000 restricted units granted on February 10, 2016 that vest ratably over three years, provided the non-employee director continuously serves as a director on our Board through the applicable vesting date, and are payable in shares of our common stock. Unvested restricted units may not be sold or otherwise transferred; will be immediately forfeited in the event the non-employee director’s service as a director on our Board terminates for any reason other than death, disability, retirement, resignation or failure to be re-nominated or elected to our Board (excluding, in the case of such failure to be re-nominated or elected, a termination of service due to cause or misconduct); and will become fully vested upon a change in control of Harris. For Ms. Bailey, includes 492 unvested restricted shares granted on May 3, 2018, and for each of Messrs. Albaugh and Fradin, also includes 483 unvested restricted shares in respect of an award of 725 restricted shares granted on November 2, 2016, in each case, that vest ratably over three years, provided the non-employee director continuously serves as a director on our Board through the applicable vesting date, as discussed above under “Director Compensation and Benefits.” For our named executive officers and other executive officers, includes shares owned through our retirement plan.

(2)	Includes shares underlying options granted by us that are exercisable as of August 31, 2018 and shares underlying options that become exercisable within 60 days thereafter.

(3)	Represents the total of shares listed under the “Shares Owned” and “Shares Under Exercisable Options” columns.

(4)

For non-employee directors, represents stock equivalent units credited under our 1997 Directors’ Plan and our Directors’ Deferred Compensation Plan discussed above under “Director Compensation and Benefits.” Stock equivalent units deferred under our 1997 Directors’ Plan and our Directors’ Deferred Compensation Plan are settled in cash following a director’s resignation, retirement or death, may not be voted and may be reallocated into other investment alternatives, as discussed above under “Director Compensation and Benefits.”

(5)

The shares reported as beneficially owned by all directors and executive officers, as a group, include 1,458 shares of restricted stock awarded to certain directors and executive officers for which the restriction period had not expired and as to which such directors and executive officers have sole voting power, but no investment power. No directors or executive officers have pledged any shares of our common stock, nor are any such persons permitted to make any such pledge under our policies.

---

(1)	Based on information contained in Amendment No. 2 to Schedule 13G filed with the SEC on February 14, 2018 by T. Rowe Price Associates, Inc. indicating that, as of December 31, 2017, T. Rowe Price Associates, Inc. had sole voting power over 5,129,473 shares, shared voting power over 0 shares, sole dispositive power over 14,548,924 shares and shared dispositive power over 0 shares.

(2)	Based on information contained in Amendment No. 7 to Schedule 13G filed with the SEC on February 9, 2018 by The Vanguard Group indicating that, as of December 31, 2017, The Vanguard Group had sole voting power over 169,603 shares, shared voting power over 33,816 shares, sole dispositive power over 13,015,251 shares and shared dispositive power over 199,193 shares.

(3)	Based on information contained in Amendment No. 9 to Schedule 13G filed with the SEC on January 25, 2018 by BlackRock, Inc. indicating that, as of December 31, 2017, BlackRock, Inc. had sole voting power over 7,632,428 shares, shared voting power over 0 shares, sole dispositive power over 8,600,628 shares and shared dispositive power over 0 shares.

•

no earlier than April 13, 2019 and no later than May 13, 2019 (no earlier than 150 days and no later than 120 days before September 10, 2019, the anniversary of the date we mailed our proxy statement for the 2018 Annual Meeting of Shareholders), in the case of a nomination submitted for inclusion in Harris-sponsored proxy materials for that meeting pursuant to the proxy access provision of our By-Laws; and

•	no earlier than June 28, 2019 and no later than July 28, 2019 (not more than 120 nor less than 90 days prior to October 26, 2019, the first anniversary date of the 2018 Annual Meeting of Shareholders), in the case of a

---

•	no later than May 13, 2019, in the case of a proposal submitted for inclusion in Harris-sponsored proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended; and

•

no earlier than June 28, 2019 and no later than July 28, 2019 (not more than 120 nor less than 90 days prior to October 26, 2019, the first anniversary date of the 2018 Annual Meeting of Shareholders), in the case of a proposal submitted pursuant to our By‑Laws and not pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (in which case we are not required to include the proposal in Harris-sponsored proxy materials for that meeting).

---

•	Over the Internet;

•	By telephone;

•	By mail; or

•	In person at the Annual Meeting.

---

•	By sending a written notice of revocation to our Secretary at Harris Corporation, Attention: Secretary, 1025 West NASA Boulevard, Melbourne, Florida 32919;

•	By duly signing and delivering a proxy/voting instruction card that bears a later date;

•	By subsequently voting over the Internet or by telephone as described above; or

•	By attending the Annual Meeting and voting in person by ballot.

---

•	FOR election of all 11 of the nominees for director named in this proxy statement for a one-year term expiring at the 2019 Annual Meeting of Shareholders (see Proposal 1);

•	FOR approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (see Proposal 2); and

•	FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019 (see Proposal 3).

---

---

---

---

---