Form 10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2014

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file numbers 001-14141 and 333-46983

L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

(Exact names of registrants as specified in their charters)


Delaware		13-3937434 and 13-3937436
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Nos.)

600 Third Avenue, New York, NY		10016
(Address of principal executive offices)		(Zip Code)

(212) 697-1111

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant, L-3 Communications Holdings, Inc., is a large accelerated filer, accelerated filer, non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant, L-3 Communications Corporation, Inc., is a large accelerated filer, accelerated filer, non-accelerated filer, or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Act). ¨ Yes x No

There were 85,010,528 shares of L-3 Communications Holdings, Inc. common stock with a par value of $0.01 outstanding as of the close of business on July 24, 2014.

EXPLANATORY NOTE

For convenience purposes in this filing on Form 10-Q, “L-3 Holdings” refers to L-3 Communications Holdings, Inc., and “L-3 Communications” refers to L-3 Communications Corporation, a wholly-owned operating subsidiary of L-3 Holdings. “L-3”, “Company”, “we”, “us” and “our” refer to L-3 Holdings and its subsidiaries, including L-3 Communications.

We are filing this Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2014 (the “Report” or this “Form 10-Q”) following the completion of the internal review of our Aerospace Systems segment, which is discussed below. We delayed the filing of this Form 10-Q with the Securities and Exchange Commission (“SEC”) in order to complete the internal review of our Aerospace Systems segment. Concurrently with the filing of this Form 10-Q, we are filing Amendments No. 1 to our Annual Report on Form10-K for the fiscal year ended December 31, 2013 (the “Form 10-K/A”) and Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2014 (the “Form 10-Q/A,” and together with the Form 10-K/A, the “Amendments”). The Amendments and this Form 10-Q incorporate the findings from the internal review, which include a discussion of identified material weaknesses in our internal control over financial reporting that existed at December 31, 2013, March 28, 2014 and June 27, 2014 and revisions to previously issued financial statements.

We are revising our previously issued financial statements in the Amendments to update for: (1) accounting adjustments due to the internal review at our Aerospace Systems segment, (2) accounting error related to a sales-type lease transaction for flight simulator systems within our Electronic Systems segment, and (3) previously identified immaterial errors already recognized in our financial statements but not recorded in the appropriate periods. The accounting errors related to the sales-type lease and immaterial out of period amounts are not related to the internal review at our Aerospace Systems segment.

Controls and Procedures: As part of the internal review of our Aerospace Systems segment, discussed below, we identified material weaknesses in our internal controls over financial reporting (“ICFR”). The material weaknesses, further discussed in Item 4, Controls and Procedures, on page 61, are: (1) the Company did not maintain an effective control environment at its Aerospace Systems segment, with respect to: (i) inadequate execution of existing controls around the annual review and approval of contract (revenue arrangement) estimates; (ii) not following established Company accounting policies, controls and procedures, and (iii) intentional override of numerous transactional and monitoring internal controls at our Army Sustainment division; and (2) Company personnel did not perform reviews of certain employee concerns regarding violations of our accounting policies and ICFR in a sufficient and effective manner.

Internal Review of Aerospace Systems Segment: We conducted an internal review related to instances of misconduct and accounting errors at our Aerospace Systems segment. This review was conducted with the assistance of outside legal and accounting advisors, and has been completed. As a result of the internal review, we identified and recorded aggregate pre-tax charges as follows: (1) $60 million for 2013, (2) $25 million for 2012, (3) $5 million for 2011, and (4) $4 million for periods prior to 2011. Furthermore, this quarterly report on Form 10-Q and the Form 10-Q/A also include aggregate pre-tax charges related to the internal review of Aerospace Systems segment. The aggregate pre-tax charge related to the internal review of Aerospace Systems segment for the three months ended March 28, 2014 is approximately $20 million, and for the three months ended June 27, 2014 is approximately $55 million.

(2) accounting errors of $48 million in connection with the valuation of inventories and receivables, as well as the correction for certain accruals on other logistics support contracts. The Platform Systems sector adjustments are primarily due to: (1) losses of $37 million on two aircraft modification contracts and two contracts for rotary wing sub-assemblies and parts, and (2) write-offs of deferred costs of $15 million to design and test aerostructures for a new commercial aircraft.

Sales-Type Lease Transaction: We routinely perform on-site accounting and internal control review procedures on a rotational basis. As part of a previously planned review of our Simulation & Training business in the Electronic Systems segment and unrelated to the internal review at the Aerospace Systems segment, we evaluated the accounting treatment related to a sales-type lease transaction with the U.S. Army for rotary wing flight simulator systems. The period of performance under this contract began in 2004 and ends in 2023. Based on the results of this evaluation, we have adjusted our previously issued financial statements to: (1) increase interest income accretion on the net investment related to this sales-type lease transaction by an estimated aggregate amount of approximately $5 million for 2013, $3 million for each of 2012 and 2011 and $12 million for periods prior to 2011, and (2) decrease sales by approximately $7 million for 2013 and decrease cost of sales by approximately $7 million for 2013 and $5 million for periods prior to 2011. Furthermore, this quarterly report on Form 10-Q for the three and six month periods ended June 27, 2014 and the Form 10-Q/A also include an increase in interest income accretion of $2 million and a decrease in sales of approximately $8 million and related decrease in cost of sales by approximately $7 million.

Out of Period Amounts: We had identified various out of period amounts included in our previously issued financial statements that were deemed to be immaterial individually and in the aggregate. In prior periods, in accordance with Accounting Standards Codification (“ASC”) 650-10-S99 and S55 (formerly Staff Accounting Bulletins (“SAB”) No. 99 and No. 108), Accounting Changes and Error Corrections, we concluded that these errors were, individually, and in the aggregate, not material, quantitatively or qualitatively, to the financial statements in the period recorded or to the relevant prior periods. Accordingly, we recorded these errors in our financial statements in the period that the error was identified. We are, on a voluntary basis, revising our previously issued financial statements to correct for these errors already recognized in our financial statements but not recorded in the appropriate periods to reflect them in the appropriate period. These out of period amounts were not discovered as part of the internal review of the Aerospace Systems segment discussed above, but rather represent previously identified errors “resulting from mathematical mistakes, mistakes in application of generally accepted accounting principles, or oversight or misuse of facts that existed at the time the financial statements were prepared,” as defined in ASC 250-10-20 Accounting Changes and Error Corrections. We are, therefore, not treating these amounts as changes in estimates. These errors consist of: (1) increases in development and material costs related to Broadband Communication Systems that were recorded in the first quarter of 2013 but should have been recorded in the fourth quarter of 2012, (2) a sub-contractor subscription deposit that was recorded as sales and income in the fourth quarter of 2012 but should have been amortized to sales and income during 2013, (3) costs accrued in the fourth quarter of 2012 for goods or services received in the first quarter of 2013, (4) several unrecorded liabilities that were recorded in the first quarter of 2013 but should have been recorded in the fourth quarter of 2012, (5) a correction of accrued vacation that was recorded in the fourth quarter of 2013 but should have been recorded in the fourth quarter of 2012 and the first, second and third quarters of 2013, and (6) a warranty reserve reduction recorded in the third quarter of 2012 that should have been recorded in the fourth quarter of 2011.

With respect to each of these immaterial out of period amounts included in the Company’s previously issued financial statements, the table below presents the: (1) nature of the adjustments, (2) applicable segment, and (3) amount of increase (or decrease) to sales and operating income for the quarters ended December 31, September 27, June 28, and March 29, 2013.


		December 31, 2013				September 27, 2013						June 28, 2013					March 29, 2013
Nature of Adjustment	Applicable Segment	Sales		Operating Income		Sales			Operating Income			Sales		Operating Income			Sales			Operating Income
		($ in millions)
Higher development and material costs for networked communications systems	Communication Systems	$	—	$	—	$	—		$	—		$	—	$	—		$	10		$	10

Sub-contractor subscription deposit	Aerospace Systems		5		—		7			1			7		1			7			1

Costs accruals for goods/services received	Aerospace Systems		—		—		—			—			—		—			5			1

Unrecorded liabilities	Aerospace Systems		—		—		—			—			—		—			(2	)		—

Accrued vacation	Aerospace Systems		—		6		—			(2	)		—		(2	)		—			(2	)

Overstated revenue	Aerospace Systems		4		—		(4	)		—			—		—			—			—

Warranty reserve	Electronic Systems		—		—		—			—			—		—			—			—

Total		$	9	$	6	$	3		$	(1	)	$	7	$	(1	)	$	20		$	10

The table below presents the impact of the matters discussed above on sales and pre-tax income in total, for the six month period ended June 27, 2014, years ended December 31, 2013, 2012, and 2011, and for the years ended prior to December 31, 2011.


	Total						Six Months 2014						2013						2012						2011						Prior to 2011
	Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income
	(in millions)
Army C-12 Contract	$	(32	)	$	(69	)	$	(3	)	$	(15	)	$	(25	)	$	(35	)	$	(3	)	$	(16	)	$	(1	)	$	(3	)	$	—		$	—
Other Logistics Support Contracts		(5	)		(48	)		—			(20	)		(2	)		(11	)		(2	)		(11	)		—			(2	)		(1	)		(4	)

Logistics Solutions		(37	)		(117	)		(3	)		(35	)		(27	)		(46	)		(5	)		(27	)		(1	)		(5	)		(1	)		(4	)
Platform Systems		(21	)		(52	)		(12	)		(40	)		(12	)		(14	)		3			2			—			—			—			—

Total Internal Review of Aerospace Systems Segment		(58	)		(169	)		(15	)		(75	)		(39	)		(60	)		(2	)		(25	)		(1	)		(5	)		(1	)		(4	)
Sales-Type Lease Transaction		(15	)		29			(8	)		1			(7	)		5			—			3			—			3			—			17
Out of Period Amounts		—			—			—			—			39			14			(36	)		(18	)		(3	)		4			—			—

Total Revisions	$	(73	)	$	(140	)	$	(23	)	$	(74	)	$	(7	)	$	(41	)	$	(38	)	$	(40	)	$	(4	)	$	2		$	(1	)	$	13

iii

The table below presents the impact of the matters discussed above on sales and pre-tax income for the quarters ended June 27 and March 28, 2014, December 31, September 27, June 28, and March 29, 2013.


	June 27, 2014						March 28, 2014						December 31, 2013						September 27, 2013						June 28, 2013						March 29, 2013
	Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income
	(in millions)
Army C-12 Contract	$	(1	)	$	(11	)	$	(2	)	$	(4	)	$	(24	)	$	(20	)	$	3		$	(2	)	$	(3	)	$	(7	)	$	(1	)	$	(6	)
Other Logistics Support Contracts		—			(15	)		—			(5	)		(1	)		(2	)		(1	)		(5	)		—			(2	)		—			(2	)

Logistics Solutions		(1	)		(26	)		(2	)		(9	)		(25	)		(22	)		2			(7	)		(3	)		(9	)		(1	)		(8	)
Platform Systems		(6	)		(29	)		(6	)		(11	)		(2	)		(2	)		1			—			(6	)		(6	)		(5	)		(6	)

Total Internal Review of Aerospace Systems Segment		(7	)		(55	)		(8	)		(20	)		(27	)		(24	)		3			(7	)		(9	)		(15	)		(6	)		(14	)
Sales-Type Lease Transaction		(3	)		1			(5	)		—			(3	)		1			(1	)		2			(1	)		1			(2	)		1
Out of Period Amounts		—			—			—			—			9			6			3			(1	)		7			(1	)		20			10

Total Revisions	$	(10	)	$	(54	)	$	(13	)	$	(20	)	$	(21	)	$	(17	)	$	5		$	(6	)	$	(3	)	$	(15	)	$	12		$	(3	)

For additional information regarding the effect the adjustments above had on previously issued financial statements, see Note 3, on page 10.

In accordance with ASC 650-10-S99 and S55, we performed an analysis to determine if the impact of the amounts disclosed above were material to previously issued financial statements. Based on that analysis, we believe that previously issued financial statements are not materially misstated on either a quantitative or qualitative basis. However, we believe that correcting these errors in this Form 10-Q would, in the aggregate, cause a material misstatement to forecasted pre-tax income and net income for the fiscal year ending December 31, 2014. Accordingly, we are correcting these errors by revising our previously issued financial statements to record all the adjustments in the tables above in the appropriate period.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended June 27, 2014


		Page No.
	PART I — FINANCIAL INFORMATION

ITEM 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of June 27, 2014 (Unaudited) and December 31, 2013		1
	Unaudited Condensed Consolidated Statements of Operations for the Quarterly and First Half periods ended June 27, 2014 and June 28, 2013		2
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Quarterly and First Half periods ended June 27, 2014 and June 28, 2013		4
	Unaudited Condensed Consolidated Statements of Equity for the First Half periods ended June 27, 2014 and June 28, 2013		5
	Unaudited Condensed Consolidated Statements of Cash Flows for the First Half periods ended June 27, 2014 and June 28, 2013		6
	Notes to Unaudited Condensed Consolidated Financial Statements		7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		41
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk		61
ITEM 4.	Controls and Procedures		61

	PART II — OTHER INFORMATION
ITEM 1.	Legal Proceedings		64
ITEM 1A.	Risk Factors		64
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		65
ITEM 6.	Exhibits		65
Signature			66

PART I — FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)


	(Unaudited) June 27, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	299		$	500
Billed receivables, net of allowances of $23 in 2014 and $26 in 2013		1,059			991
Contracts in process		2,633			2,431
Inventories		373			359
Deferred income taxes		145			147
Other current assets		196			166

Total current assets		4,705			4,594

Property, plant and equipment, net		1,033			1,042
Goodwill		7,838			7,796
Identifiable intangible assets		274			285
Deferred debt issue costs		30			24
Other assets		236			247

Total assets	$	14,116		$	13,988

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, trade	$	553		$	541
Accrued employment costs		541			545
Accrued expenses		385			458
Advance payments and billings in excess of costs incurred		627			576
Income taxes		21			31
Other current liabilities		367			383

Total current liabilities		2,494			2,534

Pension and postretirement benefits		711			727
Deferred income taxes		599			635
Other liabilities		395			406
Long-term debt		3,938			3,630

Total liabilities		8,137			7,932

Commitments and contingencies (see Note 18)
Equity:
L-3 shareholders’ equity:
L-3 Communications Holdings, Inc.’s common stock: $.01 par value; 300,000,000 shares authorized, 85,274,892 shares outstanding at June 27, 2014 and 85,828,485 shares outstanding at December 31, 2013 (L-3 Communications Corporation’s common stock: $.01 par value, 100 shares authorized, issued and outstanding)		5,694			5,653
L-3 Communications Holdings, Inc.’s treasury stock (at cost), 69,015,808 shares at June 27, 2014 and 66,118,406 shares at December 31, 2013		(5,621	)		(5,288	)
Retained earnings		5,927			5,726
Accumulated other comprehensive loss		(96	)		(110	)

Total L-3 shareholders’ equity		5,904			5,981
Noncontrolling interests		75			75

Total equity		5,979			6,056

Total liabilities and equity	$	14,116		$	13,988

See notes to unaudited condensed consolidated financial statements

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)


	Second Quarter Ended
	June 27, 2014			June 28, 2013
Net sales:
Products	$	1,698		$	1,803
Services		1,321			1,386

Total net sales		3,019			3,189

Cost of sales:
Products		(1,552	)		(1,623	)
Services		(1,228	)		(1,276	)

Total cost of sales		(2,780	)		(2,899	)

Operating income		239			290
Interest expense		(39	)		(44	)
Interest and other income, net		4			7

Income before income taxes		204			253
Provision for income taxes		(63	)		(77	)

Net income	$	141		$	176
Net income attributable to noncontrolling interests		(4	)		(1	)

Net income attributable to L-3	$	137		$	175

Earnings per share attributable to L-3 Holdings’ common shareholders:
Basic	$	1.59		$	1.95

Diluted	$	1.53		$	1.92

Cash dividends paid per common share	$	0.60		$	0.55

L-3 Holdings’ weighted average common shares outstanding:
Basic		86.1			89.9

Diluted		89.3			91.1

See notes to unaudited condensed consolidated financial statements

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)


	First Half Ended
	June 27, 2014			June 28, 2013
Net sales:
Products	$	3,347		$	3,624
Services		2,629			2,762

Total net sales		5,976			6,386

Cost of sales:
Products		(3,018	)		(3,245	)
Services		(2,433	)		(2,541	)

Total cost of sales		(5,451	)		(5,786	)

Operating income		525			600
Interest expense		(82	)		(87	)
Interest and other income, net		9			10

Income before income taxes		452			523
Provision for income taxes		(139	)		(155	)

Net income	$	313		$	368
Net income attributable to noncontrolling interests		(6	)		(2	)

Net income attributable to L-3	$	307		$	366

Earnings per share attributable to L-3 Holdings’ common shareholders:
Basic	$	3.57		$	4.06

Diluted	$	3.43		$	4.01

Cash dividends paid per common share	$	1.20		$	1.10

L-3 Holdings’ weighted average common shares outstanding:
Basic		86.1			90.1

Diluted		89.4			91.3

See notes to unaudited condensed consolidated financial statements

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Second Quarter Ended						First Half Ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
Net income	$	141		$	176		$	313		$	368
Other comprehensive income (loss):
Foreign currency translation adjustments		22			(18	)		6			(52	)
Unrealized gains (losses) on hedging instruments⁽¹⁾		8			(1	)		3			(4	)
Pension and postretirement benefit plans:
Amortization of net loss and prior service cost previously recognized⁽²⁾		2			14			5			27

Total other comprehensive income (loss)		32			(5	)		14			(29	)

Comprehensive income		173			171			327			339
Comprehensive income attributable to noncontrolling interests		(4	)		(1	)		(6	)		(2	)

Comprehensive income attributable to L-3	$	169		$	170		$	321		$	337

⁽¹⁾

Amounts are net of income taxes of $3 million and an income tax benefit of $1 million for the quarterly periods ended June 27, 2014 and June 28, 2013, respectively, and income taxes of $1 million and an income tax benefit of $2 million for the first half periods ended June 27, 2014 and June 28, 2013, respectively.

⁽²⁾	Amounts are net of income taxes of $2 million and $7 million for the quarterly periods ended June 27, 2014 and June 28, 2013, respectively, and income taxes of $3 million and $16 million for the first half periods ended June 27, 2014 and June 28, 2013, respectively.

See notes to unaudited condensed consolidated financial statements

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in millions, except per share data)


	L-3 Holdings’ Common Stock					Additional Paid-in Capital									Accumulated Other Comprehensive (Loss) Income
	Shares Outstanding			Par Value		Additional Paid-in Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Noncontrolling Interests			Total Equity
For the First Half Ended June 27, 2014:
Balance at December 31, 2013		85.8		$	1	$	5,652		$	(5,288	)	$	5,726		$	(110	)	$	75		$	6,056
Net income													307						6			313
Other comprehensive income																14						14
Distributions to noncontrolling interests																			(6	)		(6	)
Cash dividends paid on common stock ($1.20 per share)													(104	)								(104	)
Shares issued:
Employee savings plans		0.7					74															74
Exercise of stock options		1.1					101															101
Employee stock purchase plan		0.2					18															18
Stock-based compensation expense							29															29
Treasury stock purchased		(2.9	)							(333	)											(333	)
Retirement of Convertible Contingent Debt Securities							(160	)														(160	)
Other		0.4					(21	)					(2	)								(23	)

Balance at June 27, 2014		85.3		$	1	$	5,693		$	(5,621	)	$	5,927		$	(96	)	$	75		$	5,979

For the First Half ended June 28, 2013:
Balance at December 31, 2012		90.4		$	1	$	5,313		$	(4,488	)	$	5,175		$	(550	)	$	76		$	5,527
Net income													366						2			368
Other comprehensive loss																(29	)					(29	)
Distributions to noncontrolling interests																			(4	)		(4	)
Cash dividends paid on common stock ($1.10 per share)													(99	)								(99	)
Shares issued:
Employee savings plans		0.9					68															68
Exercise of stock options		0.5					31															31
Employee stock purchase plan		0.3					18															18
Stock-based compensation expense							28															28
Treasury stock purchased		(3.1	)							(248	)											(248	)
Other		0.4					(8	)					(2	)								(10	)

Balance at June 28, 2013		89.4		$	1	$	5,450		$	(4,736	)	$	5,440		$	(579	)	$	74		$	5,650

See notes to unaudited condensed consolidated financial statements

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	First Half Ended
	June 27, 2014			June 28, 2013
Operating activities:
Net income	$	313		$	368
Depreciation of property, plant and equipment		84			81
Amortization of intangibles and other assets		25			25
Deferred income tax provision		43			8
Stock-based employee compensation expense		29			28
Contributions to employee savings plans in L-3 Holdings’ common stock		74			61
Amortization of pension and postretirement benefit plans net loss and prior service cost		8			43
Amortization of bond discounts and deferred debt issue costs (included in interest expense)		3			3
Other non-cash items		(4	)		—
Changes in operating assets and liabilities, excluding amounts from acquisitions and divestitures:
Billed receivables		(61	)		(76	)
Contracts in process		(195	)		(51	)
Inventories		(14	)		(17	)
Other assets		8			(46	)
Accounts payable, trade		8			38
Accrued employment costs		(3	)		27
Accrued expenses		(71	)		(70	)
Advance payments and billings in excess of costs incurred		49			(41	)
Income taxes		(1	)		25
Excess income tax benefits related to share-based payment arrangements		(16	)		(2	)
Other current liabilities		(17	)		—
Pension and postretirement benefits		(16	)		3
All other operating activities		(31	)		(11	)

Net cash from operating activities		215			396

Investing activities:
Business acquisitions, net of cash acquired		(57	)		(1	)
Proceeds from the sale of a business and product line		5			4
Capital expenditures		(67	)		(110	)
Dispositions of property, plant and equipment		2			9
Other investing activities		—			(6	)

Net cash used in investing activities		(117	)		(104	)

Financing activities:
Proceeds from sale of senior notes		996			—
Retirement of CODES		(935	)		—
Borrowings under revolving credit facility		1,031			994
Repayment of borrowings under revolving credit facility		(1,031	)		(994	)
Common stock repurchased		(333	)		(248	)
Dividends paid on L-3 Holdings’ common stock		(107	)		(101	)
Proceeds from exercises of stock options		86			33
Proceeds from employee stock purchase plan		18			18
Excess income tax benefits related to share-based payment arrangements		16			2
Debt issue costs		(8	)		—
Other financing activities		(32	)		(8	)

Net cash used in financing activities		(299	)		(304	)

Effect of foreign currency exchange rate changes on cash and cash equivalents		—			(9	)

Net decrease in cash and cash equivalents		(201	)		(21	)
Cash and cash equivalents, beginning of the period		500			349

Cash and cash equivalents, end of the period	$	299		$	328

See notes to unaudited condensed consolidated financial statements

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

1. Description of Business

L-3 Communications Holdings, Inc. derives all of its operating income and cash flows from its wholly-owned subsidiary, L-3 Communications Corporation (L-3 Communications). L-3 Communications Holdings, Inc. (L-3 Holdings and, together with its subsidiaries, referred to herein as L-3 or the Company) is a prime contractor in aerospace systems and national security solutions. L-3 is also a leading provider of a broad range of communication and electronic systems and products used on military and commercial platforms. The Company’s customers include the United States (U.S.) Department of Defense (DoD) and its prime contractors, U.S. government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS), allied international governments, and domestic and international commercial customers.

In the first quarter of 2014, the Company completed a realignment of its segments to better align its organizational structure with customer priorities and increase operational efficiencies. As a result of the realignment, L-3’s structure consists of four segments: (1) Aerospace Systems, (2) Electronic Systems, (3) Communication Systems and (4) National Security Solutions (NSS). Aerospace Systems delivers integrated solutions for the global Intelligence, Surveillance and Reconnaissance (ISR) market and provides modernization, upgrade, sustainment, and maintenance and logistics support for a wide variety of aircraft and ground systems. Electronic Systems provides a broad range of components, products, subsystems, systems and related services for military and commercial customers in several niche markets across several business areas. These business areas include precision engagement & training, power & propulsion systems, sensor systems, marine systems international, aviation products, warrior systems and security & detection. Communication Systems delivers products and services for the global communications market, specializing in strategic and tactical airborne, space, ground and sea-based communication systems. NSS provides cybersecurity solutions, high-performance computing, enterprise information technology (IT) services, analytics and intelligence analysis to the DoD, U.S. Government intelligence agencies, federal civilian agencies and allied international governments.

Financial information with respect to the Company’s segments is included in Note 22 to the unaudited condensed consolidated financial statements and Note 23 to the audited consolidated financial statements included in its Form 10-K/A. Financial information for the quarterly and six month (first half) periods ended June 28, 2013 in these unaudited condensed consolidated financial statements has been revised for the segment realignment discussed above.

2. Basis of Presentation

These unaudited condensed consolidated financial statements for the quarterly and first half periods ended June 27, 2014 should be read in conjunction with the audited consolidated financial statements of L-3 Holdings and L-3 Communications included in their Form 10-K/A filed October 10, 2014.

Principles of Consolidation and Reporting

The accompanying financial statements comprise the consolidated financial statements of L-3 Holdings and L-3 Communications. L-3 Holdings’ only asset is its investment in the common stock of L-3 Communications, its wholly-owned subsidiary, and its only obligations are: (1) its guarantee of borrowings under the Amended and Restated Revolving Credit Facility of L-3 Communications and (2) its guarantee of other contractual obligations of L-3 Communications and its subsidiaries. As of the date of this report, L-3 Holdings’ obligation for its 3% Convertible Contingent Debt Securities (CODES) due 2035, which were issued by on July 29, 2005, have been fully retired. See Note 10 to these unaudited financial statements. L-3 Holdings’ obligations relating to the CODES were jointly, severally, fully and unconditionally guaranteed by L-3 Communications and certain of

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

its wholly-owned domestic subsidiaries. Accordingly, such debt was reflected as debt of L-3 Communications in its consolidated financial statements at December 31, 2013 in accordance with the accounting standards for pushdown accounting. All issuances of and conversions into L-3 Holdings’ equity securities, including grants of stock options, restricted stock, restricted stock units and performance units by L-3 Holdings to employees and directors of L-3 Communications and its subsidiaries, have been reflected in the consolidated financial statements of L-3 Communications. As a result, the consolidated financial positions, results of operations and cash flows of L-3 Holdings and L-3 Communications are substantially the same. See Note 24 for additional information regarding the unaudited financial information of L-3 Communications and its subsidiaries.

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the disclosures required by U.S. GAAP for a complete set of annual audited financial statements. The December 31, 2013 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation of the results for the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year.

It is the Company’s established practice to close its books for the quarters ending March, June and September on the Friday nearest to the end of the calendar quarter. The interim unaudited condensed consolidated financial statements included herein have been prepared and are labeled based on that convention. The Company closes its books for annual periods on December 31 regardless of what day it falls on.

Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and costs of sales during the reporting period. The most significant of these estimates and assumptions for L-3 relate to contract revenue, profit and loss recognition, fair values of assets acquired and liabilities assumed in business combinations, market values for inventories reported at lower of cost or market, pension and post-retirement benefit obligations, stock-based employee compensation expense, income taxes, including the valuation of deferred tax assets, litigation reserves and environmental obligations, accrued product warranty costs, and the recoverability, useful lives and valuation of recorded amounts of long-lived assets, identifiable intangible assets and goodwill. Changes in estimates are reflected in the periods during which they become known. Actual amounts will differ from these estimates and could differ materially.

Sales and profits on contracts that are covered by accounting standards for construction-type and production-type contracts and federal government contractors are recognized using percentage-of-completion (POC) methods of accounting. Approximately 47% of the Company’s net sales in 2013 were accounted for under contract accounting standards, of which approximately 38% were fixed-price type contracts and approximately 9% were cost-plus type contracts. For contracts accounted for under contract accounting standards, sales and profits are recognized based on: (1) a POC method of accounting (fixed-price contracts), (2) allowable costs incurred plus the estimated profit on those costs (cost-plus contracts), or (3) direct labor hours expended multiplied by the contractual fixed rate per hour plus incurred costs for material (time-and-material contracts).

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Sales and profits on fixed-price production contracts under which units are produced and delivered in a continuous or sequential process are recorded as units are delivered based on their contractual selling prices (the “units-of-delivery” method). Sales and profits on each fixed-price production contract under which units are not produced and delivered in a continuous or sequential process, or under which a relatively few number of units are produced, are recorded based on the ratio of actual cumulative costs incurred to total estimated costs at completion of the contract multiplied by the total estimated contract revenue, less cumulative sales recognized in prior periods (the “cost-to-cost” method). Under both POC methods of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance, which can exceed one year.

Accounting for the sales and profit on these fixed-price type contracts requires the preparation of estimates of: (1) the total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract’s statement of work, and (3) the measurement of progress towards completion. The estimated profit or loss at completion on a contract is equal to the difference between the total estimated contract revenue and the total estimated cost at completion. The profit recorded on a contract in any period using either the units-of-delivery method or cost-to-cost method is equal to the current estimated total profit margin multiplied by the cumulative sales recognized, less the amount of cumulative profit previously recorded for the contract.

Sales and profits on cost-plus type contracts that are covered by contract accounting standards are recognized as allowable costs are incurred on the contract, at an amount equal to the allowable costs plus the estimated profit on those costs. The estimated profit on a cost-plus type contract is fixed or variable based on the contractual fee arrangement. Incentive and award fees are the primary variable fee contractual arrangement types for the Company. Incentive and award fees on cost-plus type contracts are included as an element of total estimated contract revenues and are recorded to sales when a basis exists for the reasonable prediction of performance in relation to established contractual targets and the Company is able to make reasonably dependable estimates for them.

Sales and profits on time-and-material type contracts are recognized on the basis of direct labor hours expended multiplied by the contractual fixed rate per hour, plus the actual costs of materials and other direct non-labor costs.

Revisions or adjustments to estimates for a contract’s revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained, as facts and circumstances change and as new information is obtained, even though the scope of work required under the contract may not change. Revisions or adjustments may also be required if contract modifications occur. The impact of revisions in profit (loss) estimates for all types of contracts subject to POC accounting are recognized on a cumulative catch-up basis in the period in which the revisions are made. The revisions in contract estimates, if significant, can materially affect the Company’s results of operations and cash flows, as well as reduce the valuations of receivables and inventories, and in some cases result in liabilities to complete contracts in a loss position. Aggregate net changes in contract estimates increased consolidated operating income by $45 million, or 9%, for the first half period ended June 27, 2014 and $54 million, or 9%, for the first half period ended June 28, 2013.

For a more complete discussion of these estimates and assumptions, see the Form 10-K/A filed on October 10, 2014.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

3. Revisions to Previously Issued Financial Statements

The Company is revising its previously issued financial statements to update for: (1) accounting adjustments due to the internal review at its Aerospace Systems segment, (2) accounting related to a sales-type lease transaction for flight simulator systems within its Electronic Systems segment, and (3) previously identified immaterial errors already recognized in its financial statements but not recorded in the appropriate periods. The accounting errors related to the sales-type lease transaction and immaterial out of period amounts are not related to the internal review at its Aerospace Systems segment.

Internal Review of Aerospace Systems Segment: The Company conducted an internal review related to instances of misconduct and accounting errors at its Aerospace Systems segment. This review was conducted with the assistance of outside legal and accounting advisors, and has been completed. As a result of the internal review, the Company identified and recorded aggregate pre-tax charges as follows: (1) $60 million for 2013, (2) $25 million for 2012, (3) $5 million for 2011, and (4) $4 million for periods prior to 2011. Furthermore, this Form 10-Q and the Form 10-Q/A also include aggregate pre-tax charges related to the internal review of the Aerospace Systems segment. The pre-tax charge related to the internal review of the Aerospace Systems segment for the three months ended March 28, 2014 is approximately $20 million, and for the three months ended June 27, 2014 is approximately $55 million.

The adjustments related to the internal review only affected the Logistics Solutions and Platform Systems sectors of the Aerospace Systems segment. The cumulative aggregate adjustments attributable to the Logistics Solutions sector are approximately $117 million, and at the Platform Systems sector are approximately $52 million through June 27, 2014. The Logistics Solutions sector adjustments relate to: (1) losses of $69 million with respect to the U.S. Army C-12 fixed-price maintenance and logistics support contract due to cost overruns inappropriately deferred, sales invoices inappropriately prepared, and the failure to timely and accurately perform contract estimates at completion and valuation assessments of inventories and receivables, at the Army Sustainment Division, and (2) accounting errors of $48 million in connection with the valuation of inventories and receivables as well as the correction for certain accruals on other logistics support contracts. The Platform Systems sector adjustments are primarily due to: (1) losses of $37 million on two aircraft modification contracts and two contracts for rotary wing sub-assemblies and parts, and (2) write-offs of deferred costs of $15 million to design and test aerostructures for a new commercial aircraft.

Sales-Type Lease Transaction: The Company routinely performs on-site accounting and internal control review procedures on a rotational basis. As part of a previously planned review of the Simulation & Training business in its Electronic Systems segment and unrelated to the internal review at its Aerospace Systems segment, the Company evaluated the accounting treatment related to a sales-type lease transaction with the U.S. Army for rotary wing flight simulator systems. The period of performance under this contract began in 2004 and ends in 2023. Based on the results of this evaluation, the Company has adjusted its previously issued financial statements to: (1) increase interest income accretion on the net investment related to this sales-type lease transaction by an estimated aggregate amount of approximately $5 million for 2013, $3 million for each of 2012 and 2011, and $12 million for periods prior to 2011 and (2) decrease sales by approximately $8 million for 2014 and $7 million for 2013 and related decrease in cost of sales by approximately $7 million for each of 2014 and 2013 and $5 million for periods prior to 2011.

Out of Period Amounts: The Company identified various out of period amounts included in its previously issued financial statements that were deemed to be immaterial individually and in the aggregate. In prior periods, in accordance with Accounting Standards Codification (“ASC”) 650-10-S99 and S55 (formerly Staff Accounting

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Bulletins (“SAB”) No. 99 and No. 108), Accounting Changes and Error Corrections, the Company concluded that these errors were, individually, and in the aggregate, not material, quantitatively or qualitatively, to the financial statements in the period recorded or to the relevant prior periods. Accordingly, the Company recorded these errors in the financial statements in the period that the error was identified. The Company, on a voluntary basis, is revising its previously issued financial statements to correct for these errors already recognized in its financial statements but not recorded in the appropriate periods to reflect them in the appropriate period. These out of period amounts were not discovered as part of the internal review of the Aerospace Systems segment discussed above, but rather represent previously identified errors “resulting from mathematical mistakes, mistakes in application of generally accepted accounting principles, or oversight or misuse of facts that existed at the time the financial statements were prepared,” as defined in ASC 250-10-20 Accounting Changes and Error Corrections. The Company, therefore, is not treating these amounts as changes in estimates. These errors consist of: (1) increases in development and material costs related to Broadband Communication Systems that were recorded in the first quarter of 2013 but should have been recorded in the fourth quarter of 2012, (2) a sub-contractor subscription deposit that was recorded as sales and income in the fourth quarter of 2012 but should have been amortized to sales and income during 2013, (3) costs accrued in the fourth quarter of 2012 for goods or services received in the first quarter of 2013, (4) several unrecorded liabilities that were recorded in the first quarter of 2013 but should have been recorded in the fourth quarter of 2012, (5) a correction of accrued vacation that was recorded in the fourth quarter of 2013 but should have been recorded in the fourth quarter of 2012 and the first, second and third quarters of 2013, and (6) a warranty reserve reduction recorded in the third quarter of 2012 that should have been recorded in the fourth quarter of 2011.

With respect to each of these immaterial out of period amounts included in the Company’s previously issued financial statements, the table below presents the: (1) nature of the adjustments, (2) applicable segment and (3) amount of increase (or decrease) to sales and operating income for the quarters ended December 31, September 27, June 28, and March 29, 2013.


		December 31, 2013				September 27, 2013						June 28, 2013					March 29, 2013
Nature of Adjustment	Applicable Segment	Sales		Operating Income		Sales			Operating Income			Sales		Operating Income			Sales			Operating Income
		($ in millions)
Higher development and material costs for networked communications systems	Communication Systems	$	—	$	—	$	—		$	—		$	—	$	—		$	10		$	10

Sub-contractor subscription deposit	Aerospace Systems		5		—		7			1			7		1			7			1

Costs accruals for goods/services received	Aerospace Systems		—		—		—			—			—		—			5			1

Unrecorded liabilities	Aerospace Systems		—		—		—			—			—		—			(2	)		—

Accrued vacation	Aerospace Systems		—		6		—			(2	)		—		(2	)		—			(2	)

Overstated revenue	Aerospace Systems		4		—		(4	)		—			—		—			—			—

Warranty reserve	Electronic Systems		—		—		—			—			—		—			—			—

Total		$	9	$	6	$	3		$	(1	)	$	7	$	(1	)	$	20		$	10

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


	Total						Six Months 2014						2013						2012						2011						Prior to 2011
	Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income
	(in millions)
Army C-12 Contract	$	(32	)	$	(69	)	$	(3	)	$	(15	)	$	(25	)	$	(35	)	$	(3	)	$	(16	)	$	(1	)	$	(3	)	$	—		$	—
Other Logistics Support Contracts		(5	)		(48	)		—			(20	)		(2	)		(11	)		(2	)		(11	)		—			(2	)		(1	)		(4	)

Logistics Solutions		(37	)		(117	)		(3	)		(35	)		(27	)		(46	)		(5	)		(27	)		(1	)		(5	)		(1	)		(4	)
Platform Systems		(21	)		(52	)		(12	)		(40	)		(12	)		(14	)		3			2			—			—			—			—

Total Internal Review of Aerospace Systems Segment		(58	)		(169	)		(15	)		(75	)		(39	)		(60	)		(2	)		(25	)		(1	)		(5	)		(1	)		(4	)
Sales-Type Lease Transaction		(15	)		29			(8	)		1			(7	)		5			—			3			—			3			—			17
Out of Period Amounts		—			—			—			—			39			14			(36	)		(18	)		(3	)		4			—			—

Total Revisions	$	(73	)	$	(140	)	$	(23	)	$	(74	)	$	(7	)	$	(41	)	$	(38	)	$	(40	)	$	(4	)	$	2		$	(1	)	$	13


	June 27, 2014						March 28, 2014						December 31, 2013						September 27, 2013						June 28, 2013						March 29, 2013
	Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income
	(in millions)
Army C-12 Contract	$	(1	)	$	(11	)	$	(2	)	$	(4	)	$	(24	)	$	(20	)	$	3		$	(2	)	$	(3	)	$	(7	)	$	(1	)	$	(6	)
Other Logistics Support Contracts		—			(15	)		—			(5	)		(1	)		(2	)		(1	)		(5	)		—			(2	)		—			(2	)

Logistics Solutions		(1	)		(26	)		(2	)		(9	)		(25	)		(22	)		2			(7	)		(3	)		(9	)		(1	)		(8	)
Platform Systems		(6	)		(29	)		(6	)		(11	)		(2	)		(2	)		1			—			(6	)		(6	)		(5	)		(6	)

Total Internal Review of Aerospace Systems Segment		(7	)		(55	)		(8	)		(20	)		(27	)		(24	)		3			(7	)		(9	)		(15	)		(6	)		(14	)
Sales-Type Lease Transaction		(3	)		1			(5	)		—			(3	)		1			(1	)		2			(1	)		1			(2	)		1
Out of Period Amounts		—			—			—			—			9			6			3			(1	)		7			(1	)		20			10

Total Revisions	$	(10	)	$	(54	)	$	(13	)	$	(20	)	$	(21	)	$	(17	)	$	5		$	(6	)	$	(3	)	$	(15	)	$	12		$	(3	)

In accordance with ASC 650-10-S99 and S55, the Company performed an analysis to determine if the impact of the amounts disclosed above were material to its previously issued financial statements. Based on that analysis, the Company believes that its previously issued financial statements are not materially misstated on either a quantitative or qualitative basis. However, as a result of completing the review, the Company believes that correcting these errors in this quarterly report on Form 10-Q would, in the aggregate, cause a material misstatement to forecasted pre-tax income and net income for the fiscal year ending December 31, 2014. Accordingly, the Company is correcting these errors by revising its previously issued financial statements to record all the adjustments in the tables above in the appropriate period.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

The tables below present the Company’s: (1) As Previously Reported, (2) Adjustments, and (3) As Currently Reported Condensed Consolidated Statements of Operations for the quarterly and first half periods ended June 28, 2013 and the Operating Activities for the Statement of Cash Flows for the first half period ended June 28, 2013. The Adjustments correct for: (1) the results of the Aerospace Systems internal review, (2) the accounting related to a sales-type lease transaction within the Company’s Electronic Systems segment and (3) immaterial out of period amounts previously recorded in the Company’s financial statements but not recorded in the appropriate period to reflect them in the appropriate period.


				Adjustments for:
	As Previously Reported			Aerospace Systems Segment Internal Review			Sales- Type Lease Transaction			Out of Period Amounts			As Revised
	(in millions, except per share data)
Unaudited Condensed Consolidated Statement of Operations, for the second quarter ended June 28, 2013:
Net sales:
Products	$	1,810		$	(6	)	$	(1	)	$	—		$	1,803
Services		1,382			(3	)		—			7			1,386

Total net sales		3,192			(9	)		(1	)		7			3,189

Cost of sales:
Products		(1,623	)		(1	)		2			(1	)		(1,623	)
Services		(1,262	)		(6	)		—			(8	)		(1,276	)

Total cost of sales		(2,885	)		(7	)		2			(9	)		(2,899	)

Operating income		307			(16	)		1			(2	)⁽¹⁾		290
Interest expense		(44	)		—			—			—			(44	)
Interest and other income, net		5			—			1			1			7

Income before income taxes		268			(16	)		2			(1	)		253
Provision for income taxes		(82	)		6			(1	)		—			(77	)

Net income	$	186		$	(10	)	$	1		$	(1	)	$	176
Net income attributable to noncontrolling interests		(1	)		—			—			—			(1	)

Net income attributable to L-3	$	185		$	(10	)	$	1		$	(1	)	$	175

Earnings per share attributable to L-3 Holdings’ common shareholders:
Basic	$	2.06		$	(0.11	)	$	0.01		$	(0.01	)	$	1.95

Diluted	$	2.03		$	(0.11	)	$	0.01		$	(0.01	)	$	1.92

Cash dividends paid per common share	$	0.55		$	—		$	—		$	—		$	0.55

L-3 Holdings’ weighted average common shares outstanding:
Basic		89.9			—			—			—			89.9

Diluted		91.1			—			—			—			91.1

⁽¹⁾	Includes rounding of $1 million.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


				Adjustments for:
	As Previously Reported			Aerospace Systems Segment Internal Review			Sales- Type Lease Transaction			Out of Period Amounts			As Revised
	(in millions, except per share data)
Unaudited Condensed Consolidated Statement of Operations, for the first half ended June 28, 2013:
Net sales:
Products	$	3,623		$	(10	)	$	(3	)	$	14		$	3,624
Services		2,754			(4	)		—			12			2,762

Total net sales		6,377			(14	)		(3	)		26			6,386

Cost of sales:
Products		(3,243	)		(2	)		4			(4	)		(3,245	)
Services		(2,514	)		(13	)		—			(14	)		(2,541	)

Total cost of sales		(5,757	)		(15	)		4			(18	)		(5,786	)

Operating income		620			(29	)		1			8			600
Interest expense		(87	)		—			—			—			(87	)
Interest and other income, net		8			—			2			—			10

Income before income taxes		541			(29	)		3			8			523
Provision for income taxes		(161	)		10			(1	)		(3	)		(155	)

Net income	$	380		$	(19	)	$	2		$	5		$	368
Net income attributable to noncontrolling interests		(2	)		—			—			—			(2	)

Net income attributable to L-3	$	378		$	(19	)	$	2		$	5		$	366

Earnings per share attributable to L-3 Holdings’ common shareholders:
Basic	$	4.20		$	(0.21	)	$	0.02		$	0.05		$	4.06

Diluted	$	4.14		$	(0.20	)	$	0.02		$	0.05		$	4.01

Cash dividends paid per common share	$	1.10		$	—		$	—		$	—		$	1.10

L-3 Holdings’ weighted average common shares outstanding:
Basic		90.1			—			—			—			90.1

Diluted		91.3			—			—			—			91.3

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


	As Previously Reported			Net Adjustments			As Revised
	(in millions)
Unaudited Consolidated Statement of Cash Flows for first half ended June 28, 2013:

Operating activities:
Net income	$	380		$	(12	)	$	368
Depreciation of property, plant and equipment		81			—			81
Amortization of intangibles and other assets		25			—			25
Deferred income tax provision		13			(5	)		8
Stock-based employee compensation expense		28			—			28
Contributions to employee savings plans in L-3 Holdings’ common stock		61			—			61
Amortization of pension and postretirement benefit plans net loss and prior service cost		43			—			43
Amortization of bond discounts and deferred debt issue costs (included in interest expense)		3			—			3
Other non-cash items		—			—			—
Changes in operating assets and liabilities, excluding amounts from acquisitions and divestitures:
Billed receivables		(76	)		—			(76	)
Contracts in process		(10	)		(41	)		(51	)
Inventories		(17	)		—			(17	)
Other assets		(44	)		(2	)		(46	)
Accounts payable, trade		50			(12	)		38
Accrued employment costs		20			7			27
Accrued expenses		(64	)		(6	)		(70	)
Advance payments and billings in excess of costs incurred		(89	)		48			(41	)
Income taxes		27			(2	)		25
Excess income tax benefits related to share-based payment arrangements		(2	)		—			(2	)
Other current liabilities		(3	)		3			—
Pension and postretirement benefits		3			—			3
All other operating activities		(33	)		22			(11	)

Net cash (used in) from operating activities	$	396		$	—		$	396

4. Recently Issued Accounting Standards

Effective January 1, 2014, the Company adopted Financial Accounting Standards Board (FASB) issued amendments to an accounting standard that require an unrecognized tax benefit or portion of an unrecognized tax benefit to be presented as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except when certain conditions exist. The adoption of this standard did not impact the Company’s financial position, results of operations or cash flows.

In June 2014, the FASB issued Accounting Standard Update (ASU) 2014-12, which provides new guidance on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The update requires a reporting entity to treat a performance target

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

that affects vesting and that could be achieved after the requisite service period as a performance condition under Accounting Standards Codification Topic (ASC) 718 Compensation — Stock Compensation, and apply existing guidance as it relates to awards with performance conditions that affect vesting to account for such awards. The update is effective for the Company for the interim and annual periods beginning after December 15, 2015. The Company is currently evaluating the impact of the adoption of this standard, if any, on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. One of the core principles of the new standard is that a company should recognize revenue based on the satisfaction of performance obligations, which depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard will be effective for the Company for interim and annual reporting periods beginning January 1, 2017. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company is currently evaluating the expected impact of the adoption of this standard on our consolidated financial statements and the transition alternatives available.

In April 2014, the FASB issued an accounting standards update that provides new guidance on the accounting and reporting of discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally, the new guidance requires additional disclosures about discontinued operations. The update is effective for the Company for interim and annual periods beginning January 1, 2015. The adoption of this standard is not expected to impact the Company’s financial position, results of operations or cash flows and will only affect the treatment of future discontinued operations.

5. Acquisitions

The business acquisitions discussed below are included in the Company’s results of operations from their respective dates of acquisition.

2014 Business Acquisition

On March 4, 2014, the Company acquired Data Tactics Corporation, renamed L-3 Data Tactics, for a purchase price of $57 million, which was financed with cash on hand. The purchase price is subject to adjustment based on closing date net working capital. L-3 Data Tactics is a specialized provider of large-scale data analytics, cybersecurity and cloud computing solution services, primarily to the DoD. Based on the preliminary purchase price, the aggregate goodwill recognized for this business was $40 million, most of which is expected to be deductible for income tax purposes. The goodwill was assigned to the NSS reportable segment. The final purchase price allocation, which is expected to be completed by the fourth quarter of 2014, will be based on final purchase price, final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocations will have a material impact on its results of operations or financial position.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

2013 Business Acquisition

On December 19, 2013, the Company acquired Mustang Technology Group, L.P. (Mustang) business for a purchase price of $54 million, which was financed with cash on hand. The purchase price and purchase price allocation for Mustang was finalized as of June 27, 2014, with no significant changes from preliminary amounts. Mustang develops and manufactures radar-based sensors and systems used in precision-guided weapons, electronic warfare, unmanned systems and other military applications. Based on the final purchase price allocation, the aggregate goodwill recognized for this business was $41 million, most of which is expected to be deductible for income tax purposes. The goodwill was assigned to the Electronic Systems reportable segment.

Unaudited Pro Forma Statements of Operations Data

The following unaudited pro forma Statements of Operations data presents the combined results of the Company and its business acquisitions completed during the first half period ended June 27, 2014 and the year ended December 31, 2013, in each case assuming that the business acquisitions completed during these periods had occurred on January 1, 2013.


	Second Quarter Ended				First Half Ended
	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
	(in millions, except per share data)
Pro forma net sales	$	3,019	$	3,209	$	5,983	$	6,424
Pro forma net income attributable to L-3	$	137	$	176	$	306	$	367
Pro forma diluted earnings per share	$	1.53	$	1.93	$	3.42	$	4.02

The unaudited pro forma results disclosed in the table above are based on various assumptions and are not necessarily indicative of the results of operations that would have occurred had the Company completed these acquisitions on January 1, 2013.

6. Contracts in Process

The components of contracts in process are presented in the table below.


	June 27, 2014			December 31, 2013
	(in millions)
Unbilled contract receivables, gross	$	2,512		$	2,502
Unliquidated progress payments		(906	)		(1,035	)

Unbilled contract receivables, net		1,606			1,467

Inventoried contract costs, gross		1,106			1,044
Unliquidated progress payments		(79	)		(80	)

Inventoried contract costs, net		1,027			964

Total contracts in process	$	2,633		$	2,431

Inventoried Contract Costs. In accordance with contract accounting standards, the Company’s U.S. Government contractor businesses account for the portion of their general and administrative (G&A), independent research and development (IRAD) and bids and proposal (B&P) costs that are allowable and reimbursable indirect contract costs under U.S. Government procurement regulations on their U.S. Government

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

contracts (revenue arrangements) as inventoried contract costs. G&A, IRAD and B&P costs are allocated to contracts for which the U.S. Government is the end customer and are charged to costs of sales when sales on the related contracts are recognized. The Company’s U.S. Government contractor businesses record the unallowable portion of their G&A, IRAD and B&P costs to expense as incurred, and do not include them in inventoried contract costs.

The table below presents a summary of G&A, IRAD and B&P costs included in inventoried contract costs and the changes to them, including amounts charged to cost of sales by the Company’s U.S. Government contractor businesses for the periods presented.


	Second Quarter Ended						First Half Ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in millions)
Amounts included in inventoried contract costs at beginning of the period:	$	141		$	113		$	138		$	110
IRAD and B&P costs		73			80			145			153
Other G&A costs		215			232			419			437

Total contract costs incurred		288			312			564			590

Amounts charged to cost of sales		(278	)		(310	)		(551	)		(585	)

Amounts included in inventoried contract costs at end of the period	$	151		$	115		$	151		$	115

The table below presents a summary of selling, general and administrative expenses and research and development expenses for the Company’s commercial businesses, which are expensed as incurred and not included in inventoried contract costs.


	Second Quarter Ended				First Half Ended
	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
	(in millions)
Selling, general and administrative expenses	$	80	$	72	$	143	$	144
Research and development expenses		17		25		34		45

Total	$	97	$	97	$	177	$	189

7. Inventories

Inventories at Lower of Cost or Market. The table below presents the components of inventories at the lower of cost (first-in, first-out or average cost) or realizable value.


	June 27, 2014		December 31, 2013
	(in millions)
Raw materials, components and sub-assemblies	$	171	$	160
Work in process		126		125
Finished goods		76		74

Total	$	373	$	359

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

8. Goodwill and Identifiable Intangible Assets

Goodwill. In accordance with the accounting standards for business combinations, the Company records the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition (commonly referred to as the purchase price allocation). The table below presents the changes in goodwill by segment for the first half period ended June 27, 2014.


	Aerospace Systems		Electronic Systems			Communication Systems		NSS		Consolidated Total
	(in millions)
Balance at December 31, 2013	$	1,751	$	4,085		$	992	$	968	$	7,796
Business acquisition⁽¹⁾		—		(3	)		—		40		37
Foreign currency translation adjustments⁽²⁾		—		4			—		1		5

Balance at June 27, 2014	$	1,751	$	4,086		$	992	$	1,009	$	7,838

⁽¹⁾	The decrease in goodwill for the Electronic Systems segment is due to the final purchase price allocation for the Mustang business acquisition made in 2013. The increase in goodwill for the NSS segment is due to the L-3 Data Tactics business acquisition.

⁽²⁾

The increase in goodwill presented in the Electronic Systems segment was primarily due to the weakening of the U.S. dollar against the British pound, partially offset by the strengthening of the U.S. dollar against the Euro during the first half period ended June 27, 2014. The increase in goodwill presented in the NSS segment was due to the weakening of the U.S. dollar against the British pound during the first half period ended June 27, 2014.

The Company’s accumulated goodwill impairment losses were $58 million at June 27, 2014 and December 31, 2013, of which $43 million and $15 million were recorded in the Electronic Systems and Communication Systems segments, respectively.

Identifiable Intangible Assets. The table below presents information for the Company’s identifiable intangible assets that are subject to amortization.


			June 27, 2014						December 31, 2013
	Weighted Average Amortization Period		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in years)						(in millions)
Customer contractual relationships		19	$	476	$	269	$	207	$	466	$	253	$	213
Technology		11		168		112		56		168		108		60
Other		18		27		16		11		27		15		12

Total		17	$	671	$	397	$	274	$	661	$	376	$	285

The table below presents amortization expense recorded by the Company for its identifiable intangible assets.


	Second Quarter Ended				First Half Ended
	(in millions)
	June 27, 2014		June 28, 2013		June 27, 2014		June 28, 2013
Amortization Expense	$	11	$	10	$	21	$	19

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Based on gross carrying amounts at June 27, 2014, the Company’s estimate of amortization expense for identifiable intangible assets for the years ending December 31, 2014 through 2018 is presented in the table below.


	Year Ending December 31,
	2014		2015		2016		2017		2018
	(in millions)
Estimated amortization expense	$	43	$	41	$	34	$	33	$	26

9. Other Current Liabilities and Other Liabilities

The table below presents the components of other current liabilities.


	June 27, 2014		December 31, 2013
	(in millions)
Other Current Liabilities:
Accruals for pending and threatened litigation (see Note 18)	$	9	$	6
Estimated costs in excess of estimated contract value to complete contracts in process in a loss position		80		78
Accrued product warranty costs		76		75
Accrued interest		45		52
Deferred revenues		36		35
Other		121		137

Total other current liabilities	$	367	$	383

The table below presents the components of other liabilities.


	June 27, 2014		December 31, 2013
	(in millions)
Other Liabilities:
Non-current income taxes payable (see Note 11)	$	180	$	177
Deferred compensation		47		45
Accrued workers’ compensation		40		46
Accrued product warranty costs		23		24
Notes payable and capital lease obligations		10		15
Other		95		99

Total other liabilities	$	395	$	406

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

The table below presents the changes in the Company’s accrued product warranty costs.


	First Half Ended
	June 27, 2014			June 28, 2013
	(in millions)
Accrued product warranty costs:⁽¹⁾
Balance at January 1	$	99		$	99
Accruals for product warranties issued during the period		33			34
Settlements made during the period		(33	)		(39	)

Balance at end of period	$	99		$	94

⁽¹⁾

Warranty obligations incurred in connection with long-term production contracts that are accounted for under the POC cost-to-cost method are included within the contract estimates at completion and are excluded from the above amounts. The balances above include both the current and non-current amounts.

10. Debt

The components of debt and a reconciliation to the carrying amount of long-term debt is presented in the table below.


	June 27, 2014			December 31, 2013
	(in millions)
L-3 Communications:
Borrowings under Amended and Restated Revolving Credit Facility⁽¹⁾	$	—		$	—
3.95% Senior Notes due 2016		500			500
1.50% Senior Notes due 2017		350			—
5.20% Senior Notes due 2019		1,000			1,000
4.75% Senior Notes due 2020		800			800
4.95% Senior Notes due 2021		650			650
3.95% Senior Notes due 2024		650			—

Subtotal		3,950			2,950

L-3 Holdings:
3% Convertible Contingent Debt Securities due 2035 (CODES)		—			689

Principal amount of long-term debt		3,950			3,639
Unamortized discounts		(12	)		(9	)

Carrying amount of long-term debt	$	3,938		$	3,630

⁽¹⁾

During the first half period ended June 27, 2014, L-3 Communications’ aggregate borrowings and repayments under the Amended and Restated Revolving Credit Facility were $1,031 million. At June 27, 2014, L-3 Communications had the availability of all of its $1 billion Amended and Restated Revolving Credit Facility, which expires on February 3, 2017.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

L-3 Communications

Senior Notes: On May 28, 2014, L-3 Communications issued two series of Senior Notes, which are unsecured senior obligations of L-3 Communications. The terms of each series of Senior Notes are presented in the table below.


Note	Date of Issuance		Amount Issued		Bond Discount⁽¹⁾		Net Cash Proceeds⁽²⁾		Effective Interest Rate			Redemption at Treasury Rate⁽³⁾⁽⁴⁾
			(in millions)
1.50% Senior Notes due May 28, 2017 (2017 Notes)		May 28, 2014	$	350	$	1	$	347		1.55	%		10 bps
3.95% Senior Notes due May 28, 2024 (2024 Notes)		May 28, 2014	$	650	$	3	$	641		4.02	%		20 bps

⁽¹⁾	Bond discounts are recorded as a reduction to the principal amount of the notes and are amortized as interest expense over the term of the notes.

⁽²⁾	The net cash proceeds of $988 million (after deduction of the bond discount, underwriting expenses and commissions and other related expenses) were used primarily to fund the CODES Retirement as discussed below. The remaining net proceeds are available for general corporate purposes.

⁽³⁾

The 2017 Senior Notes may be redeemed at any time prior to their maturity and the 2024 Notes may be redeemed at any time prior to February 28, 2024 (three months prior to their maturity) at the option of L-3 Communications, in whole or in part, at a redemption price equal to the greater of (1) 100% of the principal amount, or (2) the present value of the remaining principal and interest payments discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate (as defined in the Indentures governing the Senior Notes), plus the spread indicated in the table above. In addition, the 2024 Senior Notes may be redeemed at any time on or after February 28, 2024, at the option of L-3 Communications, in whole or in part, at a redemption price equal to 100% of the principal amount.

⁽⁴⁾

Upon the occurrence of a change in control (as defined in the Indentures governing the Senior Notes), each holder of the notes will have the right to require L-3 Communications to repurchase all or any part of such holder’s notes at a price in cash equal to 101% of the aggregate principal amount plus accrued and unpaid interest, if any, but not including, the date of purchase.

L-3 Holdings

On May 13, 2014, the Company called for full redemption of all of its outstanding CODES effective on June 2, 2014 (the “Redemption Date”). The redemption price for the CODES was $1,000 per $1,000 principal amount of the CODES, plus accrued and unpaid interest to, but excluding, the Redemption Date. Holders of the CODES were entitled to convert all or a portion thereof (in integral multiples of $1,000) at any time prior to the close of business on the business day immediately preceding the Redemption Date (the “Redemption Conversion Period”). The conversion value of CODES of $935 million was calculated in accordance with the indenture governing the CODES based on the closing sales price of L-3 Holdings’ common stock and the conversion rate for each trading day in the 20 trading day period as follows: (1) for conversion notices received by May 16, 2014 (5 p.m.), the 20 trading day conversion period began on the third trading day following receipt of the conversion notice and (2) for conversion notices received after that time, the 20 trading day conversion period began on May 2, 2014 and ended on May 30, 2014, the trading day immediately preceding the Redemption Date. The Company settled the entire conversion value with respect to converted CODES in cash. As of the date of this report, the CODES have been retired. As a result of the conversion, the Company recorded a reduction to shareholders’ equity of $160 million related to the excess conversion value over the fair value of the debt component of the CODES, net of deferred tax liability.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Interest income recognized was $3 million for the quarterly period ended June 27, 2014. Interest expense recognized was $2 million for the first half period ended June 27, 2014 and $5 million and $10 million for the quarterly and first half periods ended June 28, 2013. The carrying amount of the equity component (conversion feature) of the CODES was $64 million at December 31, 2013.

11. Income Taxes

The Company and its subsidiaries file income tax returns in the U.S. Federal jurisdiction and various state and foreign jurisdictions. As of June 27, 2014, the statutes of limitations for the Company’s U.S. Federal income tax returns for the years ended December 31, 2010 through 2012 were open. The U.S. Internal Revenue Service (IRS) commenced audits of the Company’s U.S. Federal income tax returns for 2011 and 2010. The Company cannot predict the outcome of the audits at this time.

The effective tax rate for the first half period ended June 27, 2014 increased to 30.8% from 29.6% for the first half ended June 28, 2013. The increase was primarily due to a tax benefit in the first half period ended June 28, 2013 of $15 million related to the retroactive reinstatement in January 2013 of the U.S. Federal research and experimentation tax credit for 2012 and 2013, which did not recur in the first half period ended June 27, 2014.

As of June 27, 2014, the Company anticipates that unrecognized tax benefits will decrease by approximately $20 million over the next 12 months due to the potential resolution of unrecognized tax benefits involving several jurisdictions and tax periods. The actual amount of the decrease over the next 12 months could vary significantly depending on the ultimate timing and nature of any settlement.

Non-current income taxes payable include accrued potential interest of $13 million ($8 million after income taxes) at June 27, 2014 and $11 million ($7 million after income taxes) at December 31, 2013, and potential penalties of $7 million at June 27, 2014 and $8 million at December 31, 2013.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

12. Amounts Reclassified Out of Accumulated Other Comprehensive (Loss) Income

The amounts reclassified from Accumulated Other Comprehensive (Loss) Income (AOCI) for the first half periods ended June 27, 2014 and June 28, 2013 are presented in the table below.


	Foreign currency translation			Unrealized gains (losses) on hedging instruments			Unrecognized (losses) and prior service cost, net			Total accumulated other comprehensive (loss) income
	(in millions)
Balance at December 31, 2012	$	167		$	3		$	(720	)	$	(550	)
Other comprehensive loss before reclassifications, net of tax		(52	)		(5	)		—			(57	)
Amounts reclassified from other comprehensive income, net of tax		—			1			27			28

Net current period other comprehensive (loss) income	$	(52	)	$	(4	)	$	27		$	(29	)

Balance at June 28, 2013	$	115		$	(1	)	$	(693	)	$	(579	)

Balance at December 31, 2013	$	142		$	1		$	(253	)	$	(110	)
Other comprehensive income before reclassifications, net of tax		6			8			—			14
Amounts reclassified from other comprehensive (loss) income, net of tax		—			(5	)		5			—

Net current period other comprehensive income		6			3			5			14

Balance at June 27, 2014	$	148		$	4		$	(248	)	$	(96	)

Further details regarding the amounts reclassified from AOCI for the quarterly and first half periods ended June 27, 2014 and June 28, 2013 are presented in the table below.


	Amount Reclassified from AOCI												Affected Line Item in the Unaudited Condensed Consolidated Statements of Operations
	Second Quarter Ended						First Half Ended
Details About AOCI Components	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in millions)
(Loss) gain on hedging instruments	$	(2	)	$	1		$	(7	)	$	1		Cost of sales-products

		(2	)		1			(7	)		1		Income before income taxes
		—			—			2			—		Benefit for income taxes

	$	(2	)	$	1		$	(5	)	$	1		Net income

Amortization of defined benefit pension items:
Net loss	$	4		$	21		$	8		$	43		(a)

		4			21			8			43		Income before income taxes
		(2	)		(7	)		(3	)		(16	)	Provision for income taxes

	$	2		$	14		$	5		$	27		Net Income

Total reclassification for the period	$	—		$	15		$	—		$	28		Net Income

^(a)	Amounts related to pension and postretirement benefit plans were reclassified from AOCI and recorded as a component of net periodic benefit cost (see Note 19 for additional information).

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

13. Equity

On February 5, 2013, L-3 Holdings’ Board of Directors approved a share repurchase program that authorizes L-3 Holdings to repurchase up to $1.5 billion of its common stock through June 30, 2015. Repurchases of L-3 Holdings’ common stock under the share repurchase program are made at management’s discretion in accordance with applicable U.S. Federal securities laws in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including, but not limited to, the Company’s financial position, earnings, legal requirements, other investment opportunities (including acquisitions) and market conditions. L-3 Holdings repurchased 2.9 million shares of its common stock at an average price of $115.02 per share for an aggregate amount of $333 million from January 1, 2014 through June 27, 2014. All share repurchases of L-3 Holdings’ common stock have been recorded as treasury shares.

At June 27, 2014, the remaining dollar value of authorization under the share repurchase program was $535 million. From June 28, 2014 through July 24, 2014, L-3 Holdings repurchased 505,394 shares of its common stock at an average price of $120.68 per share for an aggregate amount of $61 million.

On May 6, 2014, L-3 Holdings’ Board of Directors declared a cash dividend of $0.60 per share, which resulted in the Company paying total cash dividends of $52 million on June 16, 2014. Also, on June 24, 2014, L-3 Holdings Board of Directors declared a quarterly cash dividend of $0.60 per share, payable on September 15, 2014, to shareholders of record at the close of business on August 18, 2014.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

14. L-3 Holdings’ Earnings Per Common Share

A reconciliation of basic and diluted earnings per share (EPS) is presented in the table below.


	Second Quarter Ended						First Half Ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in millions, except per share data)
Reconciliation of net income:
Net income	$	141		$	176		$	313		$	368
Net income attributable to noncontrolling interests		(4	)		(1	)		(6	)		(2	)

Net income attributable to L-3 Holdings’ common shareholders	$	137		$	175		$	307		$	366

Earnings per share attributable to L-3 Holdings’ common shareholders:
Basic:
Weighted average common shares outstanding		86.1			89.9			86.1			90.1

Basic earnings per share:
Net income	$	1.59		$	1.95		$	3.57		$	4.06

Diluted:
Common and potential common shares:
Weighted average common shares outstanding		86.1			89.9			86.1			90.1
Assumed exercise of stock options		2.9			3.6			3.2			3.5
Unvested restricted stock awards		1.6			1.8			1.6			1.8
Employee stock purchase plan contributions		0.2			0.2			0.1			0.2
Performance unit awards		0.1			0.1			0.2			0.1
Assumed purchase of common shares for treasury		(3.3	)		(4.5	)		(3.4	)		(4.4	)
Assumed conversion of the CODES⁽¹⁾		1.7			—			1.6			—

Common and potential common shares		89.3			91.1			89.4			91.3

Diluted earnings per share:
Net income	$	1.53		$	1.92		$	3.43		$	4.01

⁽¹⁾

L-3 Holdings’ CODES had no impact on diluted EPS for the quarterly and first half periods ended June 28, 2013 as the average market price of L-3 Holdings’ common stock during this period was less than the price at which the CODES would have been convertible into L-3 Holdings’ common stock. As of June 18, 2014, the final date of conversion, the conversion price during such period was $88.71. Although the CODES were retired during the quarterly period ended June 27, 2014, they were dilutive as the average market price of L-3 Holdings’ common stock during the period that the CODES were outstanding was greater than the price at which the CODES would have been convertible into L-3 Holdings’ common stock. See Note 10 regarding the retirement of the CODES.

The computation of diluted EPS excluded shares for stock options and employee stock purchase plan contributions of 0.5 million and 0.4 million for the quarterly and first half periods ended June 27, 2014, respectively, and shares for stock options of 1.7 million for both the quarterly and first half periods ended June 28, 2013, as they were anti-dilutive.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

15. Fair Value Measurements

The following table presents the fair value hierarchy level for each of the Company’s assets and liabilities that are measured and recorded at fair value on a recurring basis.


	June 27, 2014						December 31, 2013
Description	Level 1⁽¹⁾		Level 2⁽²⁾		Level 3⁽³⁾		Level 1⁽¹⁾		Level 2⁽²⁾		Level 3⁽³⁾
	(in millions)
Assets
Cash equivalents	$	88	$	—	$	—	$	299	$	—	$	—
Derivatives (foreign currency forward contracts)		—		11		—		—		6		—

Total assets	$	88	$	11	$	—	$	299	$	6	$	—

Liabilities
Derivatives (foreign currency forward contracts)	$	—	$	4	$	—	$	—	$	5	$	—

⁽¹⁾	Level 1 is based on quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Cash equivalents are primarily held in registered money market funds, which are valued using quoted market prices.

⁽²⁾

Level 2 is based on pricing inputs other than quoted prices in active markets, which are either directly or indirectly observable. The fair value is determined using a valuation model based on observable market inputs, including quoted foreign currency forward exchange rates and consideration of non-performance risk.

⁽³⁾	Level 3 is based on pricing inputs that are not observable and not corroborated by market data. The Company has no Level 3 assets or liabilities.

16. Financial Instruments

At June 27, 2014 and December 31, 2013, the Company’s financial instruments consisted primarily of cash and cash equivalents, billed receivables, trade accounts payable, Senior Notes, CODES and foreign currency forward contracts. The carrying amounts of cash and cash equivalents, billed receivables and trade accounts payable are representative of their respective fair values because of their short-term maturities or the expected settlement dates of these instruments. The carrying amounts and estimated fair values of the Company’s other financial instruments are presented in the table below.


	June 27, 2014				December 31, 2013
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(in millions)
Senior Notes⁽¹⁾	$	3,938	$	4,245	$	2,941	$	3,121
CODES⁽¹⁾		—		—		689		830
Foreign currency forward contracts⁽²⁾		7		7		1		1

⁽¹⁾	The Company measures the fair value of its Senior Notes and CODES using Level 2 inputs based primarily on current market yields for its existing debt traded in the secondary market. As of the date of this report, the CODES have been retired. See Note 10 for a description of the CODES Retirement.

⁽²⁾	See Note 17 for additional disclosures regarding the notional amounts and fair values of foreign currency forward contracts.

17. Derivative Financial Instruments

The Company’s derivative financial instruments include foreign currency forward contracts, which are entered into for risk management purposes, and an embedded derivative, at December 31, 2013, representing the contingent interest payment provision related to the CODES.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Foreign Currency Forward Contracts. The Company’s U.S. and foreign businesses enter into contracts with customers, subcontractors or vendors that are denominated in currencies other than their functional currencies. To protect the functional currency equivalent cash flows associated with certain of these contracts, the Company enters into foreign currency forward contracts. The Company’s activities involving foreign currency forward contracts are designed to hedge the changes in the functional currency equivalent cash flows due to movements in foreign exchange rates compared to the functional currency. The foreign currencies hedged are primarily the Canadian dollar, the U.S. dollar, the Euro, and the British pound. The Company manages exposure to counterparty non-performance credit risk by entering into foreign currency forward contracts with major financial institutions that are expected to fully perform under the terms of such contracts. Foreign currency forward contracts are recorded in the Company’s condensed consolidated balance sheets at fair value and are generally designated and accounted for as cash flow hedges in accordance with the accounting standards for derivative instruments and hedging activities. Gains and losses on designated foreign currency forward contracts that are highly effective in offsetting the corresponding change in the cash flows of the hedged transactions are recorded net of income taxes in AOCI and then recognized in income when the underlying hedged transaction affects income. Gains and losses on foreign currency forward contracts that do not meet hedge accounting criteria are recognized in income immediately. Notional amounts are used to measure the volume of foreign currency forward contracts and do not represent exposure to foreign currency losses. The table below presents the notional amounts of the Company’s outstanding foreign currency forward contracts by currency at June 27, 2014.


Currency	Notional Amounts
	(in millions)
Canadian dollar	$	198
U.S. dollar		107
Euro		71
British pound		11
Other		2

Total	$	389

At June 27, 2014, the Company’s foreign currency forward contracts had maturities through 2018.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Embedded Derivative. The embedded derivative related to the issuance of the CODES is recorded at fair value, which was zero at December 31, 2013. The table below presents the location of the Company’s derivative instruments recorded at fair value on the condensed consolidated balance sheets.


	June 27, 2014								December 31, 2013
	Other Current Assets		Other Assets		Other Current Liabilities		Other Liabilities		Other Current Assets		Other Assets		Other Current Liabilities		Other Liabilities
	(in millions)
Derivatives designated as hedging instruments:
Foreign currency forward contracts⁽¹⁾	$	7	$	4	$	2	$	2	$	5	$	1	$	3	$	2
Derivatives not designated as hedging instruments:
Foreign currency forward contracts⁽¹⁾		—		—		—		—		—		—		—		—
Embedded derivative related to the CODES⁽²⁾		—		—		—		—		—		—		—		—

Total derivative instruments	$	7	$	4	$	2	$	2	$	5	$	1	$	3	$	2

⁽¹⁾	See Note 15 for a description of the fair value hierarchy related to the Company’s foreign currency forward contracts.

⁽²⁾	See Note 10 for a description of the CODES Retirement.

The effect of gains or losses from foreign currency forward contracts was not material to the unaudited condensed consolidated statements of operations for the quarterly or first half periods ended June 27, 2014 and June 28, 2013. At June 27, 2014, the estimated amount of existing losses that are expected to be reclassified into income within the next 12 months is $2 million.

18. Commitments and Contingencies

Guarantees

In connection with the spin-off of Engility Holdings, Inc. (Engility), L-3 entered into a Distribution Agreement and several other agreements that govern certain aspects of L-3’s relationship with Engility, including employee matters, tax matters, transition services, and the future supplier/customer relationship between L-3 and Engility. These agreements generally provide cross-indemnities that, except as otherwise provided, are principally designed to place the financial responsibility for the obligations and liabilities of each entity with that respective entity. Engility has joint and several liability with L-3 to the U.S. Internal Revenue Service (IRS) for the consolidated U.S. Federal income taxes of L-3’s consolidated group for taxable periods in which Engility was a part of that group. However, the Tax Matters Agreement specifies the portion of this tax liability for which L-3 and Engility will each bear responsibility, and L-3 and Engility have agreed to indemnify each other against any amounts for which the other is not responsible. The Tax Matters Agreement also allocates responsibility between L-3 and Engility for other taxes, including special rules for allocating tax liabilities in the event that the spin-off is determined not to be tax-free. Though valid as between the parties, the Tax Matters Agreement is not binding on the IRS.

Procurement Regulations

A substantial majority of the Company’s revenues are generated from providing products and services under legally binding agreements or contracts with U.S. Government and international government customers. U.S.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Government contracts are subject to extensive legal and regulatory requirements, and, from time to time, agencies of the U.S. Government investigate whether such contracts were and are being conducted in accordance with these requirements. The Company is currently cooperating with the U.S. Government on several investigations from which civil, criminal or administrative proceedings have or could result and give rise to fines, penalties, compensatory and treble damages, restitution and/or forfeitures. The Company does not currently anticipate that any of these investigations will have a material adverse effect, individually or in the aggregate, on its consolidated financial position, results of operations or cash flows. However, under U.S. Government regulations, an indictment of the Company by a federal grand jury, or an administrative finding against the Company as to its present responsibility to be a U.S. Government contractor or subcontractor, could result in the Company being suspended for a period of time from eligibility for awards of new government contracts or task orders or in a loss of export privileges. A conviction, or an administrative finding against the Company that satisfies the requisite level of seriousness, could result in debarment from contracting with the federal government for a specified term. In addition, all of the Company’s U.S. Government contracts: (1) are subject to audit and various pricing and cost controls, (2) include standard provisions for termination for the convenience of the U.S. Government or for default, and (3) are subject to cancellation if funds for contracts become unavailable. International government contracts generally include comparable provisions relating to terminations for convenience or default, as well as other procurement clauses relevant to the international government.

Litigation Matters

The Company is also subject to litigation, proceedings, claims or assessments and various contingent liabilities incidental to its businesses, including those specified below. Furthermore, in connection with certain business acquisitions, the Company has assumed some or all claims against, and liabilities of, such acquired businesses, including both asserted and unasserted claims and liabilities.

In accordance with the accounting standard for contingencies, the Company records a liability when management believes that it is both probable that a liability has been incurred and the Company can reasonably estimate the amount of the loss. Generally, the loss is recorded at the amount the Company expects to resolve the liability. The estimated amounts of liabilities recorded for pending and threatened litigation are disclosed in Note 9. Amounts recoverable from insurance contracts or third parties are recorded as assets when deemed probable. At June 27, 2014, the Company did not record any amounts for recoveries from insurance contracts or third parties in connection with the amount of liabilities recorded for pending and threatened litigation. Legal defense costs are expensed as incurred. The Company believes it has recorded adequate provisions for its litigation matters. The Company reviews these provisions quarterly and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. While it is reasonably possible that an unfavorable outcome may occur in one or more of the following matters, unless otherwise stated below, the Company believes that it is not probable that a loss has been incurred in any of these matters. With respect to the litigation matters below for which it is reasonably possible that an unfavorable outcome may occur, an estimate of loss or range of loss is disclosed when such amount or amounts can be reasonably estimated. Although the Company believes that it has valid defenses with respect to legal matters and investigations pending against it, the results of litigation can be difficult to predict, particularly those involving jury trials. Accordingly, our current judgment as to the likelihood of our loss (or our current estimate as to the potential range of loss, if applicable) with respect to any particular litigation matter may turn out to be wrong. Therefore, it is possible that the financial position, results of operations or cash flows of the Company could be materially adversely affected in any particular period by the unfavorable resolution of one or more of these or other contingencies.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Class Actions. In August 2014, Zubair Patel, Alan Nguyen and Carmen Valentino filed separate, putative class action complaints in the United States District Court for the Southern District of New York against the Company and certain of its officers. Each complaint alleges violations of federal securities laws related to misconduct and accounting errors identified by the Company at its Aerospace Systems segment, and seeks monetary damages, pre- and post-judgment interest, and fees and expenses. The Company believes the lawsuits lack merit and intends to defend against them vigorously. The Company is unable to reasonably estimate any amount or range of loss that may be incurred in connection with these matters because the proceedings are in their early stages. For a discussion of the Company’s internal review relating to the accounting matters at issue, see Note 3.

Government Inquiries. On July 30, 2014, the Company voluntarily contacted the SEC to report information concerning its internal review related to misconduct and accounting errors identified by the Company at its Aerospace Systems segment. The Company is in contact with the SEC and the U.S. Department of Justice, has received subpoenas for documents and other materials from both agencies concerning these self-reported matters, and is fully cooperating. The Company is unable to reasonably estimate any amount or range of loss that may be incurred in connection with these inquiries because they are in their early stages.

Kalitta Air. On January 31, 1997, a predecessor of Kalitta Air filed a lawsuit in the U.S. District Court for the Northern District of California (the trial court) asserting, among other things, negligence and negligent misrepresentation against Central Texas Airborne Systems, Inc. (CTAS), a predecessor to L-3 Integrated Systems (L-3 IS), in connection with work performed by a predecessor to CTAS to convert two Boeing 747 aircraft from passenger configuration to cargo freighters. CTAS’ insurance carrier has accepted defense of this matter and has retained counsel, subject to a reservation of rights by the insurer to dispute its obligations under the applicable insurance policies in the event a judgment is ultimately rendered against CTAS. The work at issue in the lawsuit was performed using Supplemental Type Certificates (STCs) issued in 1988 by the Federal Aviation Administration (FAA). In 1996, following completion of the work, the FAA issued an airworthiness directive with respect to the STCs that effectively grounded the aircraft. Following two jury trials (in which Kalitta Air did not prevail) and related appeals to the U.S. Court of Appeals for the Ninth Circuit (the Court of Appeals), a third jury trial for this matter began on October 31, 2011, during which Kalitta Air sought damages of approximately $235 million plus an unspecified amount of pre-judgment interest that, in other contexts, has been claimed by Kalitta Air to exceed $240 million. Following the completion of the third trial on November 30, 2011, the jury rendered a verdict in favor of CTAS, finding no negligence on the part of CTAS. The trial court entered a judgment upon the verdict on March 20, 2012. Kalitta Air filed an appeal of the judgment with the Court of Appeals on July 23, 2012, which ruled against Kalitta Air and affirmed the trial court’s judgment on November 25, 2013. On April 3, 2014, Kalitta Air filed a petition with the U.S. Supreme Court seeking review of the Court of Appeals’ decision. The U.S. Supreme Court denied Kalitta Air’s petition on June 30, 2014.

Bashkirian Airways. On July 1, 2004, lawsuits were filed on behalf of the estates of 31 Russian children in the state courts of Washington, Arizona, California, Florida, New York and New Jersey against Honeywell, Honeywell TCAS, Thales USA, Thales France, the Company and Aviation Communications & Surveillance Systems (ACSS), which is a joint venture of L-3 and Thales. The suits relate to the crash over southern Germany of a Bashkirian Airways Tupelov TU 154M aircraft and a DHL Boeing 757 cargo aircraft. On-board the Tupelov aircraft were 9 crew members and 60 passengers, including 45 children. The Boeing aircraft carried a crew of two. Both aircraft were equipped with Honeywell/ACSS Model 2000, Change 7 Traffic Collision and Avoidance Systems (TCAS). Sensing the other aircraft, the on-board DHL TCAS instructed the DHL pilot to descend, and the Tupelov on-board TCAS instructed the Tupelov pilot to climb. However, the Swiss air traffic controller ordered the Tupelov pilot to descend. The Tupelov pilot disregarded the on-board TCAS and put the Tupelov aircraft into a descent striking the DHL aircraft in midair at approximately 35,000 feet. All crew and passengers of both planes were lost.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Investigations by the National Transportation Safety Board after the crash revealed that both TCAS units were performing as designed. The suits allege negligence and strict product liability based upon the design of the units and the training provided to resolve conflicting commands and seek approximately $315 million in damages, including $150 million in punitive damages. The Company’s insurers have accepted defense of this matter and have retained counsel. The matters were consolidated in the U.S. District Court for the District of New Jersey, which then dismissed the actions on the basis of forum non conveniens. Plaintiffs representing 30 of the estates re-filed their complaint against ACSS on April 23, 2007 with the Barcelona Court’s Registry in Spain. On March 9, 2010, the court ruled in favor of the plaintiffs and entered judgment against ACSS in the amount of approximately $6.7 million, all of which represented compensatory damages. Both ACSS and the plaintiffs appealed the judgment. In May 2012, the appellate court ruled in favor of the plaintiffs and entered judgment against ACSS in the amount of $48 million. ACSS filed an appeal of the judgment with the Supreme Court of Spain on September 28, 2012. On July 1, 2013, the Supreme Court agreed to consider the appeal, and the parties are awaiting the Supreme Court’s decision. The Company believes that the ruling and the damages awarded are inconsistent with the law and evidence presented and, accordingly, that it is not probable that the Company has incurred a loss with respect to this matter. As of the date of this filing, 18 out of the 30 plaintiffs have released their claims against ACSS in consideration for payments made by the Company’s insurance carriers.

HVC Alkmaar. On July 23, 2014, a notice of claim was received by our JovyAtlas business unit. The notice relates to losses resulting from a fire that occurred at an HVC Alkmaar bio-energy plant on July 21, 2013. The notice states that the fire resulted from the failure of an uninterruptible power supply (UPS) to provide sufficient power to act as a back-up energy supply, alleges that JovyAtlas was the manufacturer and service provider for the UPS and claims €11 million in estimated property damages and €35 million in estimated business interruption damages. The Company has tendered the notice of claim to its insurance carriers, who have commenced their own investigation.

19. Pension and Other Postretirement Benefits

The following table summarizes the components of net periodic benefit cost for the Company’s pension and other postretirement benefit plans.


	Pension Plans												Postretirement Benefit Plans
	Second Quarter Ended						First Half Ended						Second Quarter Ended						First Half Ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in millions)
Components of net periodic benefit cost:
Service cost	$	27		$	33		$	54		$	65		$	1		$	1		$	2		$	2
Interest cost		37			33			73			66			2			1			4			3
Expected return on plan assets		(49	)		(41	)		(97	)		(83	)		(1	)		(1	)		(2	)		(2	)
Amortization of prior service costs (credits)		—			—			1			—			—			—			(1	)		1
Amortization of net loss (gain)		5			21			9			43			(1	)		—			(1	)		(1	)
Curtailment loss		—			—			1			—			—			—			—			—

Net periodic benefit cost	$	20		$	46		$	41		$	91		$	1		$	1		$	2		$	3

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

Contributions. The Company contributed cash of $48 million to its pension plans and $3 million to its other postretirement benefit plans during the first half period ended June 27, 2014. The Company expects to contribute an additional $49 million to its pension plans and $7 million to its other postretirement benefit plans during the remainder of 2014.

20. Stock-Based Compensation

During the first half period ended June 27, 2014, the Company granted stock-based compensation under the Amended and Restated 2008 Long Term Performance Plan (2008 LTPP) in the form of stock options, restricted stock units and performance units further discussed below.

Stock Options. The Company granted 472,992 stock options with an exercise price of $113.67 per option, which was equal to the closing price of L-3 Holdings’ common stock on the date of grant. The options expire after 10 years from the date of grant and vest ratably over a three-year period on the annual anniversary of the date of grant. The options granted to our Chairman, President and Chief Executive Officer are also subject to performance-based vesting conditions. The weighted average grant date fair value for the options of $20.02 per option was estimated using the Black-Scholes option-pricing model. The weighted average assumptions used in the valuation model for this grant are presented in the table below.


Expected holding period (in years)	5.5
Expected volatility	24.4	%
Expected dividend yield	2.7	%
Risk-free interest rate	1.7	%

Restricted Stock Units. The Company granted 414,067 restricted stock units with a weighted average grant date fair value of $113.67 per share. Restricted stock units automatically convert into shares of L-3 Holdings’ common stock upon vesting, and are subject to forfeiture until certain restrictions have lapsed, including a three year cliff vesting period for employees and a one year cliff vesting period for non-employee directors, in each case starting on the date of grant.

Performance Units. The Company granted 47,467 performance units with a weighted average grant date fair value per unit of $113.67. The final payout for these units is based on the achievement of pre-determined EPS goals established by the compensation committee of the Company’s Board of Directors for the three-year period ending December 31, 2016. The payout can range from zero to 200% of the original number of units awarded, which are converted into shares of L-3 Holdings’ common stock based on the then existing closing price at the end of the performance period.

21. Supplemental Cash Flow Information


	First Half Ended
	June 27, 2014		June 28, 2013
	(in millions)
Interest paid on outstanding debt	$	86	$	86
Income tax payments		104		137
Income tax refunds		6		16

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

22. Segment Information

The Company has four reportable segments, as described in Note 1. The Company evaluates the performance of its operating segments and reportable segments based on their sales and operating income. All corporate expenses are allocated to the Company’s operating segments using an allocation methodology prescribed by U.S. Government regulations for government contractors. Accordingly, all costs and expenses are included in the Company’s measure of segment profitability.

The tables below present net sales, operating income, depreciation and amortization and total assets by reportable segment.


	Second Quarter Ended						First Half Ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(in millions)
Net Sales:
Aerospace Systems	$	1,062		$	1,133		$	2,136		$	2,324
Electronic Systems		1,123			1,162			2,221			2,299
Communication Systems		538			606			1,055			1,181
NSS		336			333			641			664
Elimination of intercompany sales		(40	)		(45	)		(77	)		(82	)

Consolidated total	$	3,019		$	3,189		$	5,976		$	6,386

Operating Income:
Aerospace Systems	$	39		$	104		$	132		$	231
Electronic Systems		133			127			258			244
Communication Systems		48			40			98			85
NSS		19			19			37			40

Consolidated total	$	239		$	290		$	525		$	600

Depreciation and amortization:
Aerospace Systems	$	9		$	9		$	19		$	18
Electronic Systems		30			29			59			59
Communication Systems		13			11			25			23
NSS		3			3			6			6

Consolidated total	$	55		$	52		$	109		$	106


	June 27, 2014		December 31, 2013
	(in millions)
Total Assets:
Aerospace Systems	$	3,133	$	3,087
Electronic Systems		7,115		6,928
Communication Systems		2,097		2,130
NSS		1,339		1,247
Corporate		432		596

Consolidated total	$	14,116	$	13,988

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

23. Employee Severance and Termination Costs

Consistent with the Company’s strategy to continuously improve its cost structure and right-size its businesses, especially in view of sequestration and other DoD budget reductions, L-3 is completing employment reduction actions across several of its businesses to reduce both direct and indirect costs, including overhead and general and administrative costs. As a result of these initiatives and due to the impact of sequestration at certain affected business units, the Company recorded $20 million in employee severance and other termination costs with respect to approximately 1,300 employees during the first half period ended June 27, 2014. During the year ended December 31, 2013, the Company recorded a total of $29 million in employee severance and other termination costs with respect to approximately 2,000 employees. Employee severance and other termination costs are reported within cost of sales on the unaudited condensed consolidated statement of operations. The remaining balance to be paid in connection with these initiatives was $16 million at June 27, 2014 and $11 million at December 31, 2013. Employee severance and other termination costs incurred by reportable segment for the first half periods ended June 27, 2014 and June 28, 2013 are presented in the table below.


	First Half Ended
	June 27, 2014		June 28, 2013
	(in millions)
Reportable Segment
Aerospace Systems	$	2	$	—
Electronic Systems		14		9
Communication Systems		3		4
NSS		1		1

Consolidated	$	20	$	14

24. Condensed Combining Financial Information of L-3 Communications and Its Subsidiaries

L-3 Communications is a 100% owned subsidiary of L-3 Holdings. The debt of L-3 Communications, including the Senior Notes and borrowings under amounts drawn against the Amended and Restated Revolving Credit Facility is guaranteed, on a joint and several, full and unconditional basis, by certain of its domestic subsidiaries (the “Guarantor Subsidiaries”) and, in the case of the Amended and Restated Revolving Credit Facility, by L-3 Holdings. The CODES, prior to the CODES Retirement, were guaranteed on a joint and several, full and unconditional basis, by L-3 Communications and the Guarantor Subsidiaries. See Note 11 to the audited consolidated financial statements for the year ended December 31, 2013, included in the Company’s Form 10-K/A. The foreign subsidiaries and certain domestic subsidiaries of L-3 Communications (the “Non-Guarantor Subsidiaries”) do not guarantee the debt of L-3 Communications or L-3 Holdings. None of the debt of L-3 Communications has been issued by its subsidiaries. There are no restrictions on the payment of dividends from the Guarantor Subsidiaries to L-3 Communications or from L-3 Communications to L-3 Holdings.

Under the terms of the indentures governing the Senior Notes, the guarantees of the Senior Notes will automatically and unconditionally be released and discharged: (1) upon the release of all guarantees of all other outstanding indebtedness of L-3 Communications Corporation, or (2) upon the determination that such guarantor is no longer a “domestic subsidiary.” In addition, the guarantees of the Senior Notes will be automatically and unconditionally released and discharged in the event of a sale or other disposition of all of the assets of any guarantor, by way of merger, consolidation or otherwise, or a sale of all of the capital stock of such guarantor.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)

The following unaudited condensed combining financial information presents the results of operations, financial position and cash flows of: (1) L-3 Holdings, excluding L-3 Communications and its consolidated subsidiaries (the “Parent”), (2) L-3 Communications, excluding its consolidated subsidiaries, (3) the Guarantor Subsidiaries, (4) the Non-Guarantor Subsidiaries, and (5) the eliminations to arrive at the information for L-3 on a consolidated basis.

As discussed in Note 3, the Company is revising its previously issued financial statements. As part of that revision, the Company has revised the accompanying condensed combining financial statements contained herein. The adjustments related to the internal review of the Aerospace Systems segment, excluding certain adjustments related to the Platform Systems segment, were recorded as adjustments to the Guarantor Subsidiaries financial statement amounts. Adjustments from the internal review that related to a foreign subsidiary of the Platform Systems segment, with a cumulative operating impact through June 27, 2014 of $28 million, were recorded to the Non-Guarantor Subsidiaries financial statement amounts. The adjustments for the accounting related to a sales-type lease transaction for flight simulator systems within its Electronic Systems segment have been recorded as adjustments to the L-3 Communications financial statement amounts. The adjustments for the previously identified immaterial errors were recorded as adjustments to the Guarantor Subsidiaries financial statement amounts.

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


	L-3 Holdings (Parent)		L-3 Communications		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated L-3
	(in millions)
Condensed Combining Balance Sheets:
At June 27, 2014:
Current assets:
Cash and cash equivalents	$	—	$	92	$	2	$	213	$	(8	)	$	299
Billed receivables, net		—		333		443		283		—			1,059
Contracts in process		—		998		1,237		398		—			2,633
Other current assets		—		383		156		175		—			714

Total current assets		—		1,806		1,838		1,069		(8	)		4,705
Goodwill		—		2,307		4,327		1,204		—			7,838
Other assets		—		803		528		242		—			1,573
Investment in and amounts due from consolidated subsidiaries		5,904		7,215		3,808		—		(16,927	)		—

Total assets	$	5,904	$	12,131	$	10,501	$	2,515	$	(16,935	)	$	14,116

Current liabilities	$	—	$	894	$	979	$	629	$	(8	)	$	2,494
Amounts due to consolidated subsidiaries		—		—		—		387		(387	)		—
Other long-term liabilities		—		1,395		194		116		—			1,705
Long-term debt		—		3,938		—		—		—			3,938

Total liabilities		—		6,227		1,173		1,132		(395	)		8,137

L-3 shareholders’ equity		5,904		5,904		9,328		1,383		(16,615	)		5,904
Noncontrolling interests		—		—		—		—		75			75

Total equity		5,904		5,904		9,328		1,383		(16,540	)		5,979

Total liabilities and equity	$	5,904	$	12,131	$	10,501	$	2,515	$	(16,935	)	$	14,116

At December 31, 2013:
Current assets:
Cash and cash equivalents	$	—	$	258	$	—	$	261	$	(19	)	$	500
Billed receivables, net		—		364		401		226		—			991
Contracts in process		—		925		1,152		354		—			2,431
Other current assets		—		344		159		169		—			672

Total current assets		—		1,891		1,712		1,010		(19	)		4,594
Goodwill		—		2,307		4,326		1,163		—			7,796
Other assets		—		838		532		228		—			1,598
Investment in and amounts due from consolidated subsidiaries		6,670		6,940		3,744		—		(17,354	)		—

Total assets	$	6,670	$	11,976	$	10,314	$	2,401	$	(17,373	)	$	13,988

Current liabilities	$	—	$	914	$	1,011	$	628	$	(19	)	$	2,534
Amounts due to consolidated subsidiaries		—		—		—		270		(270	)		—
Other long-term liabilities		—		1,451		193		124		—			1,768
Long-term debt		689		3,630		—		—		(689	)		3,630

Total liabilities		689		5,995		1,204		1,022		(978	)		7,932

L-3 shareholders’ equity		5,981		5,981		9,110		1,379		(16,470	)		5,981
Noncontrolling interests		—		—		—		—		75			75

Total equity		5,981		5,981		9,110		1,379		(16,395	)		6,056

Total liabilities and equity	$	6,670	$	11,976	$	10,314	$	2,401	$	(17,373	)	$	13,988

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


	L-3 Holdings (Parent)			L-3 Communications			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated L-3
	(in millions)

Condensed Combining Statements of Operations:
For the quarter ended June 27, 2014:
Total net sales	$	—		$	883		$	1,655		$	555		$	(74	)	$	3,019
Total cost of sales		(14	)		(798	)		(1,552	)		(504	)		88			(2,780	)

Operating (loss) income		(14	)		85			103			51			14			239
Interest expense		3			(38	)		—			(1	)		(3	)		(39	)
Interest and other income, net		—			3			—			1			—			4

(Loss) income before income taxes		(11	)		50			103			51			11			204
Benefit (provision) for income taxes		3			(18	)		(31	)		(14	)		(3	)		(63	)
Equity in net income of consolidated subsidiaries		145			105			—			—			(250	)		—

Net income		137			137			72			37			(242	)		141
Net income attributable to noncontrolling interests		—			—			—			—			(4	)		(4	)

Net income attributable to L-3	$	137		$	137		$	72		$	37		$	(246	)	$	137

Comprehensive income attributable to L-3	$	169		$	169		$	79		$	60		$	(308	)	$	169

For the quarter ended June 28, 2013:
Total net sales	$	—		$	992		$	1,721		$	572		$	(96	)	$	3,189
Total cost of sales		(14	)		(910	)		(1,571	)		(514	)		110			(2,899	)

Operating (loss) income		(14	)		82			150			58			14			290
Interest expense		(5	)		(44	)		—			—			5			(44	)
Interest and other income, net		—			3			1			3			—			7

(Loss) income before income taxes		(19	)		41			151			61			19			253
Benefit (provision) for income taxes		6			(16	)		(43	)		(18	)		(6	)		(77	)
Equity in net income of consolidated subsidiaries		188			150			—			—			(338	)		—

Net income		175			175			108			43			(325	)		176
Net income attributable to noncontrolling interests		—			—			—			—			(1	)		(1	)

Net income attributable to L-3	$	175		$	175		$	108		$	43		$	(326	)	$	175

Comprehensive income attributable to L-3	$	170		$	170		$	107		$	26		$	(303	)	$	170

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


	L-3 Holdings (Parent)			L-3 Communications			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated L-3
	(in millions)
Condensed Combining Statements of Operations:
For the first half ended June 27, 2014:
Total net sales	$	—		$	1,746		$	3,280		$	1,098		$	(148	)	$	5,976
Total cost of sales		(29	)		(1,567	)		(3,033	)		(999	)		177			(5,451	)

Operating (loss) income		(29	)		179			247			99			29			525
Interest expense		(2	)		(81	)		—			(1	)		2			(82	)
Interest and other income, net		—			8			—			1			—			9

(Loss) income before income taxes		(31	)		106			247			99			31			452
Benefit (provision) for income taxes		9			(33	)		(76	)		(30	)		(9	)		(139	)
Equity in net income of consolidated subsidiaries		329			234			—			—			(563	)		—

Net income		307			307			171			69			(541	)		313
Net income attributable to noncontrolling interests		—			—			—			—			(6	)		(6	)

Net income attributable to L-3	$	307		$	307		$	171		$	69		$	(547	)	$	307

Comprehensive income attributable to L-3	$	321		$	321		$	175		$	75		$	(571	)	$	321

For the first half ended June 28, 2013:
Total net sales	$	—		$	1,935		$	3,458		$	1,162		$	(169	)	$	6,386
Total cost of sales		(28	)		(1,771	)		(3,140	)		(1,044	)		197			(5,786	)

Operating (loss) income		(28	)		164			318			118			28			600
Interest expense		(10	)		(87	)		—			—			10			(87	)
Interest and other income, net		—			6			—			4			—			10

(Loss) income before income taxes		(38	)		83			318			122			38			523
Benefit (provision) for income taxes		11			(25	)		(94	)		(36	)		(11	)		(155	)
Equity in net income of consolidated subsidiaries		393			308			—			—			(701	)		—

Net income		366			366			224			86			(674	)		368
Net income attributable to noncontrolling interests		—			—			—			—			(2	)		(2	)

Net income attributable to L-3	$	366		$	366		$	224		$	86		$	(676	)	$	366

Comprehensive income attributable to L-3	$	337		$	337		$	224		$	31		$	(592	)	$	337

L-3 COMMUNICATIONS HOLDINGS, INC.

AND L-3 COMMUNICATIONS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS — (continued)


	L-3 Holdings (Parent)			L-3 Communications			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated L-3
	(in millions)
Condensed Combining Statements of Cash Flows:
For the first half ended June 27, 2014:
Operating activities:
Net cash from (used in) operating activities	$	1,375		$	107		$	152		$	3		$	(1,422	)	$	215

Investing activities:
Business acquisitions, net of cash acquired		—			(57	)		—			—			—			(57	)
Investments in L-3 Communications		(77	)		—			—			—			77			—
Other investing activities		—			(25	)		(24	)		(11	)		—			(60	)

Net cash used in investing activities		(77	)		(82	)		(24	)		(11	)		77			(117	)

Financing activities:
Proceeds from sale of senior notes		—			996			—			—			—			996
Retirement of CODES		(935	)		—			—			—			—			(935	)
Common stock repurchased		(333	)		—			—			—			—			(333	)
Dividends paid on L-3 Holdings common stock		(107	)		—			—			—			—			(107	)
Dividends paid to L-3 Holdings		—			(1,375	)		—			—			1,375			—
Investments from L-3 Holdings		—			77			—			—			(77	)		—
Other financing activities		77			111			(126	)		(40	)		58			80

Net cash used in financing activities		(1,298	)		(191	)		(126	)		(40	)		1,356			(299	)

Net (decrease) increase in cash		—			(166	)		2			(48	)		11			(201	)
Cash and cash equivalents, beginning of the period		—			258			—			261			(19	)		500

Cash and cash equivalents, end of the period	$	—		$	92		$	2		$	213		$	(8	)	$	299

For the first half ended June 28, 2013:
Net cash from operating activities	$	349		$	146		$	254		$	64		$	(417	)	$	396

Investing activities:
Business acquisitions, net of cash acquired		—			(1	)		—			—			—			(1	)
Investments in L-3 Communications		(37	)		—			—			—			37			—
Other investing activities		—			(53	)		(39	)		(11	)		—			(103	)

Net cash used in investing activities		(37	)		(54	)		(39	)		(11	)		37			(104	)

Financing activities:
Common stock repurchased		(248	)		—			—			—			—			(248	)
Dividends paid on L-3 Holdings common stock		(101	)		—			—			—			—			(101	)
Dividends paid to L-3 Holdings		—			(349	)		—			—			349			—
Investments from L-3 Holdings		—			37			—			—			(37	)		—
Other financing activities		37			94			(215	)		(50	)		179			45

Net cash used in financing activities		(312	)		(218	)		(215	)		(50	)		491			(304	)

Effect of foreign currency exchange rate changes on cash		—			—			—			(9	)		—			(9	)

Net decrease in cash		—			(126	)		—			(6	)		111			(21	)
Cash and cash equivalents, beginning of the period		—			246			—			242			(139	)		349

Cash and cash equivalents, end of the period	$	—		$	120		$	—		$	236		$	(28	)	$	328

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Overview and Outlook

Explanatory Note

We are filing this Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2014 (the “Report” or this “Form 10-Q”) following the completion of the internal review of our Aerospace Systems segment, which is described below. We delayed the filing of this Form 10-Q with the Securities and Exchange Commission in order to complete the internal review of our Aerospace Systems segment. Concurrently with the filing of this Form 10-Q, we are filing Amendments No. 1 to our Annual Report on Form10-K for the fiscal year ended December 31, 2013 (the “Form 10-K/A”) and Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2014 (the “Form 10-Q/A,” and together with the 2013 Form 10-K/A, the “Amendments”). The Amendments and this Form 10-Q incorporate the findings from the internal review, which include a discussion of identified material weaknesses in our internal control over financial reporting that existed at December 31, 2013 and March 28, 2014 and revisions to previously issued financial statements.

Controls and Procedures: As part of the internal review of our Aerospace Systems segment, discussed below, we identified material weaknesses in our internal controls over financial reporting (“ICFR”). The material weaknesses, further discussed in Item 4, Controls and Procedures on page 61, are: (1) the Company did not maintain an effective control environment at its Aerospace Systems segment, with respect to: (i) inadequate execution of existing controls around the annual review and approval of contract (revenue arrangement) estimates; (ii) not following established Company accounting policies, controls and procedures, and (iii) intentional override of numerous transactional and monitoring internal controls at our Army Sustainment division; and (2) Company personnel did not perform reviews of certain employee concerns regarding violations of our accounting policies and ICFR in a sufficient and effective manner.

We are revising our previously issued financial statements in the Amendments to update for: (1) accounting adjustments due to the internal review at our Aerospace Systems segment, (2) accounting error related to a sales-type lease transaction for flight simulator systems within our Electronic Systems segment, and (3) previously identified immaterial errors already recognized in its financial statements but not recorded in the appropriate periods. The accounting errors related to the sales-type lease and immaterial out of period amounts are not related to the internal review at our Aerospace Systems segment.

Internal Review of Aerospace Systems Segment: We conducted an internal review related to instances of misconduct and accounting errors at our Aerospace Systems segment. This review was conducted with the assistance of outside legal and accounting advisors, and has been completed. As a result of the internal review, we identified and recorded aggregate pre-tax charges as follows: (1) $60 million for 2013, (2) $25 million for 2012, (3) $5 million for 2011, and (4) $4 million for periods prior to 2011. Furthermore, this quarterly report on Form 10-Q for the three and six month periods ended June 27, 2014 and the three month period ended March 28, 2014 also include aggregate pre-tax charges related to the internal review of Aerospace Systems segment. The pre-tax charge related to the internal review of Aerospace Systems segment for the three months ended March 28, 2014 is approximately $20 million, and for the three months ended June 27, 2014 is approximately $55 million.

completion and valuation assessments of inventories and receivables, at our Army Sustainment Division, and (2) accounting errors of $48 million in connection with the valuation of inventories and receivables, as well as the correction for certain accruals on other logistics support contracts. The Platform Systems sector adjustments are primarily due to: (1) losses of $37 million on two aircraft modification contracts and two contracts for rotary wing sub-assemblies and parts, and (2) write-offs of deferred costs of $15 million to design and test aerostructures for a new commercial aircraft.

Sales-Type Lease Transaction: We routinely perform on-site accounting and internal control review procedures on a rotational basis. As part of a previously planned review of our Simulation & Training business in the Electronic Systems segment and unrelated to the internal review at the Aerospace Systems segment, we evaluated the accounting treatment related to a sales-type lease transaction with the U.S. Army for rotary wing flight simulator systems. The period of performance under this contract began in 2004 and ends in 2023. Based on the results of this evaluation, we have adjusted our previously issued financial statements to: (1) increase interest income accretion on the net investment related to this sales-type lease transaction by an estimated aggregate amount of approximately $5 million for 2013, $3 million for each of 2012 and 2011 and $12 million for periods prior to 2011, and (2) decrease sales by approximately $7 million for 2013 and decrease cost of sales by approximately $7 million for 2013 and $5 million for periods prior to 2011. Furthermore, our quarterly report on Form 10-Q for the three and six month periods ended June 27, 2014 and the Form 10-Q/A also include an increase in interest income accretion of $2 million and a decrease in sales of approximately $8 million and related decrease in cost of sales by approximately $7 million.


		December 31, 2013				September 27, 2013						June 28, 2013					March 29, 2013
Nature of Adjustment	Applicable Segment	Sales		Operating Income		Sales			Operating Income			Sales		Operating Income			Sales			Operating Income
												($ in millions)
Higher development and material costs for networked communications systems	Communication Systems	$	—	$	—	$	—		$	—		$	—	$	—		$	10		$	10

Sub-contractor subscription deposit	Aerospace Systems		5		—		7			1			7		1			7			1

Costs accruals for goods/services received	Aerospace Systems		—		—		—			—			—		—			5			1

Unrecorded liabilities	Aerospace Systems		—		—		—			—			—		—			(2	)		—

Accrued vacation	Aerospace Systems		—		6		—			(2	)		—		(2	)		—			(2	)

Overstated revenue	Aerospace Systems		4		—		(4	)		—			—		—			—			—

Warranty reserve	Electronic Systems		—		—		—			—			—		—			—			—


Total		$	9	$	6	$	3		$	(1	)	$	7	$	(1	)	$	20		$	10


	Total						Six Months 2014						2013						2012						2011						Prior to 2011
	Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income
																(in millions)
Army C-12 Contract	$	(32	)	$	(69	)	$	(3	)	$	(15	)	$	(25	)	$	(35	)	$	(3	)	$	(16	)	$	(1	)	$	(3	)	$	—		$	—
Other Logistics Support Contracts		(5	)		(48	)		—			(20	)		(2	)		(11	)		(2	)		(11	)		—			(2	)		(1	)		(4	)

Logistics Solutions		(37	)		(117	)		(3	)		(35	)		(27	)		(46	)		(5	)		(27	)		(1	)		(5	)		(1	)		(4	)
Platform Systems		(21	)		(52	)		(12	)		(40	)		(12	)		(14	)		3			2			—			—			—			—

Total Internal Review of Aerospace Systems Segment		(58	)		(169	)		(15	)		(75	)		(39	)		(60	)		(2	)		(25	)		(1	)		(5	)		(1	)		(4	)
Sales-Type Lease Transaction		(15	)		29			(8	)		1			(7	)		5			—			3			—			3			—			17
Out of Period Amounts		—			—			—			—			39			14			(36	)		(18	)		(3	)		4			—			—

Total Revisions	$	(73	)	$	(140	)	$	(23	)	$	(74	)	$	(7	)	$	(41	)	$	(38	)	$	(40	)	$	(4	)	$	2		$	(1	)	$	13


	June 27, 2014						March 28, 2014						December 31, 2013						September 27, 2013						June 28, 2013						March 29, 2013
	Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income			Sales			Pre-tax Income
	(in millions)
Army C-12 Contract	$	(1	)	$	(11	)	$	(2	)	$	(4	)	$	(24	)	$	(20	)	$	3		$	(2	)	$	(3	)	$	(7	)	$	(1	)	$	(6	)
Other Logistics Support Contracts		—			(15	)		—			(5	)		(1	)		(2	)		(1	)		(5	)		—			(2	)		—			(2	)

Logistics Solutions		(1	)		(26	)		(2	)		(9	)		(25	)		(22	)		2			(7	)		(3	)		(9	)		(1	)		(8	)
Platform Systems		(6	)		(29	)		(6	)		(11	)		(2	)		(2	)		1			—			(6	)		(6	)		(5	)		(6	)

Total Internal Review of Aerospace Systems Segment		(7	)		(55	)		(8	)		(20	)		(27	)		(24	)		3			(7	)		(9	)		(15	)		(6	)		(14	)
Sales-Type Lease Transaction		(3	)		1			(5	)		—			(3	)		1			(1	)		2			(1	)		1			(2	)		1
Out of Period Amounts		—			—			—			—			9			6			3			(1	)		7			(1	)		20			10

Total Revisions	$	(10	)	$	(54	)	$	(13	)	$	(20	)	$	(21	)	$	(17	)	$	5		$	(6	)	$	(3	)	$	(15	)	$	12		$	(3	)

For additional information regarding the effect the adjustments above had on previously issued financial statements, see Note 3, on page 10.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the revisions for the quarter ended June 28, 2013 (2013 Second Quarter) and the first half period ended June 28, 2013 (2013 First Half) as described under Note 3 to our unaudited condensed consolidated financial statements contained in this Form 10-Q, which accompany the financial statements in Part I, Item 1 of this Form 10-Q.

L-3’s Business

L-3 Holdings derives all of its operating income and cash flows from its wholly-owned subsidiary, L-3 Communications. L-3 Holdings is a prime contractor in aerospace systems and national security solutions. L-3 is also a leading provider of a broad range of communication and electronic systems and products used on military and commercial platforms. The Company’s customers include the United States (U.S.) Department of Defense (DoD) and its prime contractors, U.S. government intelligence agencies, the U.S. Department of Homeland Security (DHS), U.S. Department of State (DoS), allied international governments, and domestic and international commercial customers.

areas include precision engagement & training, power & propulsion systems, sensor systems, marine systems international, aviation products, warrior systems and security & detection. Communication Systems delivers products and services for the global communications market, specializing in strategic and tactical airborne, space, ground and sea-based communication systems. NSS provides cybersecurity solutions, high-performance computing, enterprise information technology (IT) services, analytics and intelligence analysis to the DoD, U.S. Government intelligence agencies, federal civilian agencies and allied international governments.

Financial information with respect to our segments is included in Results of Operations within this section, Note 22 to our unaudited condensed consolidated financial statements and Note 23 to our audited consolidated financial statements included in our Form 10-K/A. Financial information for the quarterly and first half periods ended June 28, 2013 in this section has been revised for the segment realignment discussed above.

For the year ended December 31, 2013, we generated sales of $12,622 million. Our primary customer was the DoD. The table below presents a summary of our consolidated 2013 sales by major category of end customer and the percent contributed by each to our consolidated 2013 sales.


	2013 Sales		% of 2013 Sales
	(in millions)
DoD	$	8,589		68	%
Other U.S. Government		597		5

Total U.S. Government		9,186		73	%
International (foreign governments)		1,747		14
Commercial — international		1,067		8
Commercial — domestic		622		5

Total sales	$	12,622		100	%

We currently expect the percentage of our consolidated sales to the U.S. Government to decline from 73% of our consolidated 2013 sales to approximately 70% of our consolidated 2014 sales. U.S. Government sales include sales to the DoD, which we expect to decrease from approximately 68% of our consolidated 2013 sales to 65% of our consolidated 2014 sales. We also expect sales to commercial and international customers to increase to approximately 30% of our 2014 sales compared to 27% of our consolidated 2013 sales.

Business Environment

U.S. Government Markets. Sales to U.S. Government customers represented 73% of our consolidated 2013 sales, and were primarily to DoD customers, which comprised 68% of our consolidated sales. Therefore, our annual sales are generally highly correlated to changes in U.S. Government spending levels, especially DoD budget levels.

The DoD budget peaked in the fiscal year ended September 30, 2010 (FY 2010) at $690 billion and has declined since. The total DoD budget for FY 2013 was $578 billion, which declined 10% compared to the FY 2012 budget, with the base budget 6% lower than FY 2012 and the Overseas Contingency Operations (OCO) budget 29% lower than FY 2012. The total DoD enacted budget for FY 2014 is $581 billion.

The enacted FY 2013 and FY 2014 DoD budgets comply with the sequestration cuts required by the Budget Control Act of 2011 (BCA), as amended by The American Taxpayer Relief Act (ATRA) and the Bipartisan Budget Act of 2013 (BBA). ATRA, enacted on January 2, 2013, delayed the effective date of the BCA sequester cuts by two months to March 1, 2013 and reduced the sequester cuts to the FY 2013 DoD budget by $9 billion. The BBA, enacted on December 26, 2013, reduced budget sequester cuts to the DoD base budget by approximately $22 billion for FY 2014 and $9 billion for FY 2015 and increased the FY 2014 OCO budget by $6 billion compared to the amount requested by the Obama Administration (“Administration”).

On March 4, 2014, the Administration submitted its FY 2015 DoD Proposed Budget Request (PBR). The FY 2015 base budget request of $496 billion complies with the BCA sequestration cut spending caps, as

amended by the BBA. The FY 2015 budget request also includes a $79 billion estimate for OCO. The total FY 2015 DoD budget request is $575 billion, a decline of 1% compared to the enacted FY 2014 DoD budget. On June 27, 2014, the Administration submitted to Congress an OCO Budget Amendment to update the FY 2015 DoD OCO request to $58.6 billion. For FY 2015, the Administration’s budget included a request for an additional $56 billion for the Opportunity, Growth and Security (OGS) Initiative. The OGS Initiative includes defense related funding for the DoD of $26.4 billion spread across military departments.

The table below presents the FY 2011 through FY 2014 enacted DoD budgets and the FY 2015 PBR. The FY 2015 PBR, submitted to Congress in March 2014 (as amended by the June 2014 OCO update), exceeds the BCA sequestration cut spending caps by $35 billion in FY 2016, $31 billion in FY 2017, $27 billion for FY 2018 and $22 billion for FY 2019. The table below excludes these amounts that exceed the BCA spending caps for FY 2016 to FY 2019 and the OGS Initiative of $26.4 billion.


	DoD Budget (includes Sequestration Cuts/BBA)						Annual Total Budget Change
Fiscal Year (Ending September 30)	Base		OCO		Total		Annual Total Budget Change
	(in billions)
2011	$	528	$	159	$	687		0	%
2012	$	530	$	115	$	645		-6	%
2013	$	496	$	82	$	578		-10	%
2014	$	496	$	85	$	581		1	%
2015	$	496	$	59	$	555		-4	%
2016	$	500	$	30	$	530		-5	%
2017	$	512	$	30	$	542		+2	%
2018	$	525	$	30	$	555		+2	%
2019	$	537	$	30	$	567		+2	%

While we believe that L-3 is well positioned to benefit from several of the DoD’s focus areas, declining DoD budgets will generally pressure and possibly reduce funding for some of our contracts, which could reduce our sales and operating income and negatively impact our results of operations and cash flows. Uncertainty continues to exist, even with the recent passage of the BBA, regarding how sequestration cuts will be implemented in future fiscal year DoD budgets and what challenges this may present for the defense industry, including L-3, our customers and suppliers. Furthermore, while members of Congress and the Administration continue to discuss various options to address sequestration and the U.S. Government’s overall fiscal challenges, we cannot predict the outcome of these efforts. We do not believe the FY 2014 sequester cuts to the DoD budget will have a significant negative impact on our results of operations or cash flows for the year ending December 31, 2014. However, depending on how future sequestration cuts are implemented, sequestration could have a material, negative impact on our results of operations and cash flows in the future. In addition, declining DoD budgets due to sequestration or other reductions could also potentially trigger non-cash goodwill impairment charges depending on how these reductions impact each of our reporting units. (See the discussion regarding goodwill in “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” included in our Form 10-K/A.)

International and Commercial Markets. Sales to end customers other than the U.S. Government represented 27% of our consolidated 2013 sales and we expect those sales to represent 30% of our consolidated 2014 sales. These sales are generally affected by international government security and military priorities, as well as the fiscal situations of our international government end customers, global economic conditions for our commercial end markets and our competitive success in winning new business and increasing market share.

Key Performance Measures

The primary financial performance measures that we use to manage our businesses and monitor results of operations are sales and operating income trends. Management believes that these financial performance measures are the primary growth drivers for our earnings and cash flow per common share. Generally, in evaluating our businesses and contract performance, we focus on net sales, operating income and operating margin, which we define as operating income as a percentage of sales, and not by type or amount of operating costs.

One of our primary business objectives is to increase sales organically and through select business acquisitions. We define organic sales growth as the increase or decrease in sales for the current period compared to the prior period, excluding sales in the: (1) current period from business acquisitions that are included in our actual results of operations for less than twelve months, and (2) prior period from business divestitures that are included in our actual results of operations for the twelve-month period prior to the divestiture date. We expect to supplement, strengthen and enhance our existing businesses by selectively acquiring businesses that: (1) add important new technologies and products, (2) provide access to select customers, programs and contracts and (3) provide attractive returns on investment. Another important financial performance measure that we use is operating margin, because sales growth combined with operating margin levels determine our operating income levels.

Sales Trend. For the quarter ended June 27, 2014 (2014 Second Quarter), consolidated net sales of $3,019 million decreased by $170 million, or 5%, due to a decrease in organic sales of $192 million, or 6%, partially offset by net sales from acquisitions of $21 million, or 1%, compared to the 2013 Second Quarter.

For the first half period ended June 27, 2014 (2014 First Half), consolidated net sales of $5,976 million decreased by $410 million, or 6%, due primarily to a decrease in organic sales of $445 million, or 7%, partially offset by net sales from acquisitions of $35 million, or 1%, compared to the 2013 First Half. See “—Results of Operations”, including segment results below for a discussion of sales.

For the year ended December 31, 2013, our largest contract (revenue arrangement) in terms of annual sales was the Fort Rucker Maintenance Support contract with the U.S. Army Aviation and Missile Life Cycle Management Command (AMCOM), which is included in our Aerospace Systems segment. Under this contract, which generated approximately 4% of our 2013 sales, we provide maintenance, logistics and other related sustainment support services for rotary wing aircraft assigned to Fort Rucker and satellite units in Alabama. Our period of performance, including unexercised annual options, continues through September 30, 2017.

We derived approximately 68% of our 2013 sales from DoD customers and, as a result, our sales trends are generally highly correlated to DoD budget levels. DoD budgets are a function of several factors and uncertainties beyond our control, including, but not limited to, changes in U.S. procurement policies, budget considerations, current and future economic conditions, presidential administration priorities, U.S. military engagements, changing national security and defense requirements, geo-political developments, actual fiscal year congressional appropriations for defense budgets, and sequestration and other DoD budget reductions. Any of these factors could result in a significant increase, decrease or redirection of DoD budgets and impact our future results of operations, including our sales and operating income growth rates. Additionally, our future results of operations will be affected by our ability to retain our existing business, including our revenue arrangements with DoD customers, and to successfully compete for new business, which largely depends on: (1) our successful performance on existing contracts, (2) the effectiveness and innovation of our technologies and research and development activities, (3) our ability to offer better program performance than our competitors at an affordable cost and (4) our ability to retain our employees and hire new ones, particularly those employees who have U.S. Government security clearances. We expect our 2014 consolidated sales to decline by approximately 4% compared to 2013, primarily due to the decline in DoD budgets.

Operating Income Trend. Operating income for the 2014 Second Quarter was $239 million, a decrease of 18% from $290 million for the 2013 Second Quarter. Our operating margin was 7.9% for the 2014 Second Quarter, a decrease of 120 basis points from 9.1% for the 2013 Second Quarter.

Operating income for the 2014 First Half was $525 million, a decrease of 13% from $600 million for the 2013 First Half. Our operating margin was 8.8% for the 2014 First Half, a decrease of 60 basis points from 9.4% for the 2013 First Half. See “—Results of Operations”, including segment results below for a discussion of operating margin.

While we continue to undertake cost management actions, such as reducing our indirect costs, resizing select business units, and improving our productivity and contract performance in an effort to maintain or even increase operating margin, these efforts may not be successful. Changes in the competitive environment and DoD procurement practices, reductions to the DoD budget, lower consolidated sales and changes in our annual pension expense and severance costs could result in lower operating margin. Furthermore, select business acquisitions and select new business, including contract renewals and new contracts, could have lower operating margins than L-3’s operating margins on existing business and contracts. We expect our 2014 annual consolidated operating margin to decrease as compared to 2013, primarily due to lower expected pension expense.

Other Events

Debt Issuance CODES Retirement. On May 28, 2014, L-3 Communications issued $350 million in principal amount of 1.50% Senior Notes that mature on May 28, 2017 (2017 Senior Notes) and $650 million in principal amount of 3.95% Senior Notes that mature on May 28, 2024 (2024 Senior Notes). The 2017 Senior Notes and 2024 Senior Notes (together referred to as the “Senior Notes”) were issued at a bond discount of $1 million and $3 million, respectively. The net cash proceeds of $988 million from this Senior Notes offering were used primarily to fund the CODES Retirement as discussed below. The remaining net proceeds are available for general corporate purposes.

On May 13, 2014, the Company called for full redemption of all of its outstanding CODES effective on June 2, 2014 (the “Redemption Date”). The redemption price for the CODES was $1,000 per $1,000 principal amount of the CODES, plus accrued and unpaid interest to, but excluding, the Redemption Date. Holders of the CODES were entitled to convert all or a portion of thereof (in integral multiples of $1,000) at any time prior to the close of business on the business day immediately preceding the Redemption Date (the “Redemption Conversion Period”). The conversion value of CODES of $935 million was calculated in accordance with the indenture governing the CODES based on the closing sales price of L-3 Holdings’ common stock and the conversion rate for each trading day in the 20 trading day period as follows: (1) for conversion notices received by May 16, 2014 (5 p.m.), the 20 trading day conversion period began on the third trading day following receipt of the conversion notice and (2) for conversion notices received after that time, the 20 trading day conversion period began on May 2, 2014 and ended on May 30, 2014, the trading day immediately preceding the Redemption Date. The Company settled the entire conversion value with respect to converted CODES in cash. As of the date of this report, the CODES have been retired. As a result of the conversion, the Company recorded a reduction to shareholders’ equity of $160 million, related to the excess conversion value over the fair value of the debt component of the CODES, net of deferred tax liability.

See Note 10 to our unaudited condensed consolidated financial statements contained in this quarterly report for additional information regarding the issuance of the Senior Notes and the CODES Retirement.

Business Acquisitions and Dispositions

Our Form 10-K/A summarizes the business acquisitions and dispositions that we completed during the three years ended December 31, 2013. During the 2014 First Half, we acquired Data Tactics Corporation (L-3 Data Tactics) with $57 million of cash on hand. Business acquisitions are included in our consolidated results of operations from their dates of acquisition. See Note 5 to our unaudited condensed consolidated financial statements contained in this quarterly report for a discussion of our business acquisitions.

Results of Operations

The following information should be read in conjunction with our unaudited condensed consolidated financial statements contained in this quarterly report. Our results of operations for the periods presented are affected by our business acquisitions. See Note 5 to our unaudited condensed consolidated financial statements for a discussion of our business acquisitions.

Consolidated Results of Operations

The table below provides selected financial data for L-3 for the 2014 Second Quarter compared with the 2013 Second Quarter and the 2014 First Half compared to the 2013 First Half.


	Second Quarter Ended									First Half Ended
	June 27, 2014			June 28, 2013			Increase/ (decrease)			June 27, 2014			June 28, 2013			Increase/ (decrease)
	(in millions, except per share data)
Net sales	$	3,019		$	3,189			(5	)%	$	5,976		$	6,386			(6)	%
Operating income	$	239		$	290			(18	)%	$	525		$	600			(13)	%
Operating margin		7.9	%		9.1	%		(120	) bpts		8.8	%		9.4	%		(60)	bpts
Interest expense	$	39		$	44			(11	)%	$	82		$	87			(6)	%
Interest and other income, net	$	4		$	7			(43	)%	$	9		$	10			(10)	%
Effective income tax rate		30.9	%		30.4	%		50	bpts		30.8	%		29.6	%		120	bpts
Net income attributable to L-3	$	137		$	175			(22	)%	$	307		$	366			(16)	%
Diluted earnings per share	$	1.53		$	1.92			(20	)%	$	3.43		$	4.01			(14)	%
Diluted weighted average common shares outstanding		89.3			91.1			(2	)%		89.4			91.3			(2)	%

Net Sales: For the 2014 Second Quarter, consolidated net sales of $3.0 billion decreased $170 million, or 5%, compared to the 2013 Second Quarter. Sales to the U.S. Government, including the DoD, declined 7% and impacted the Aerospace Systems, Electronic Systems and Communication Systems segments. Acquired businesses, which are included in the Electronic Systems and NSS segments, increased net sales by $21 million in the 2014 Second Quarter. Net sales to international and commercial customers increased 1%, or $6 million, to $848 million in the 2014 Second Quarter, compared to $842 million in the 2013 Second Quarter. Net sales to international and commercial customers, as a percentage of consolidated net sales, increased to 28% for the 2014 Second Quarter as compared to 26% for the 2013 Second Quarter.

Sales from products decreased by $105 million to $1,698 million for the 2014 Second Quarter, compared to $1,803 million for the 2013 Second Quarter. Sales from products represented approximately 56% of consolidated net sales for the 2014 Second Quarter, compared to 57% for the 2013 Second Quarter. Sales of products decreased for: (1) Broadband Communication Systems primarily due to lower volume as contracts near completion and demand declines due to sequestration, other DoD budget reductions and the U.S. military drawdown from Afghanistan, (2) Platform Systems primarily due to lower volume to the U.S. Air Force (USAF) as contracts near completion, reduced volume for U.S. Navy maritime patrol aircraft due to reduced funding and reduced deliveries of aircraft cabin assemblies, (3) Sensor Systems primarily due to the completion of a force protection contract and lower volume primarily for airborne EO/IR turrets due to the U.S. military drawdown from Afghanistan, (4) COMSEC & Specialty RF products primarily due to lower volume for the U.S. Army and (5) Precision Engagement & Training primarily due to reduced deliveries and volume for trainers and completed contracts for guidance products.

Sales from services decreased by $65 million to $1,321 million for the 2014 Second Quarter, compared to $1,386 million for the 2013 Second Quarter. Sales from services represented approximately 44% of consolidated net sales for the 2014 Second Quarter, compared to 43% for the 2013 Second Quarter. Sales of services decreased for: (1) ISR Systems primarily due to lower volume for logistics support and fleet management services to the DoD due to timing of contract awards and Broadband Communication Systems and (2) Platform

Systems primarily due to lower volume for USAF fleet management services and aircraft maintenance for the Canadian Department of Defence (DND). See the reportable segment results below for additional discussion of our sales trends.

For the 2014 First Half, consolidated net sales of $6.0 billion decreased $410 million, or 6%, compared to the 2013 First Half. Sales to the U.S. Government, including the DoD, declined 10% and impacted each segment. Acquired businesses, which are included in the Electronic Systems and NSS segments, increased net sales by $35 million in the 2014 First Half. Net sales to international and commercial customers increased 4%, or $58 million, to $1,698 million in the 2014 First Half, compared to $1,640 million in the 2013 First Half. Net sales to international and commercial customers, as a percentage of consolidated net sales, increased to 28% for the 2014 First Half as compared to 26% for the 2013 First Half.

Sales from products decreased by $277 million to $3,347 million, representing approximately 56% of consolidated net sales for the 2014 First Half, compared to $3,624 million, or approximately 57% of consolidated net sales for the 2013 First Half. Sales of products decreased for Broadband Communication Systems, Sensor Systems, Platform Systems, Precision Engagement & Training and COMSEC & Specialty RF primarily as a result of trends similar to the 2014 Second Quarter.

Sales from services decreased by $133 million to $2,629 million, representing approximately 44% of consolidated net sales for the 2014 First Half, compared to $2,762 million, or approximately 43% of consolidated net sales for the 2013 First Half. Sales of services decreased for: (1) Platform Systems primarily due to lower volume for aircraft maintenance services for the DND and for USAF fleet management services and (2) ISR Systems primarily due to lower volume for small ISR aircraft systems due to the drawdown from Afghanistan, and logistics support and fleet management resources to the DoD. See the reportable segment results below for additional discussion of our sales trends.

Operating income and operating margin: Operating income for the 2014 Second Quarter of $239 million decreased $51 million, or 18%, compared to the 2013 Second Quarter. Operating margin decreased by 120 basis points to 7.9% for the 2014 Second Quarter compared to 9.1% for the 2013 Second Quarter. The decrease in operating margin was primarily due to unfavorable contract performance and inventory charges identified as part of the Company’s internal review of the Aerospace Systems segment. Operating margin also decreased due to sales mix changes and higher costs at the Aerospace Systems segment. Additionally, severance charges for the 2014 Second Quarter increased $3 million to $12 million compared to the 2013 Second Quarter and reduced operating margin by 10 basis points. Lower pension expense of $25 million increased operating margin by 80 basis points.

Operating income for the 2014 First Half of $525 million decreased $75 million, or 13%, compared to the 2013 First Half. Operating margin decreased by 60 basis points to 8.8% for the 2014 First Half compared to 9.4% for the 2013 First Half. Operating margin declined primarily for the same reasons as the 2014 Second Quarter. Additionally, severance charges for the 2014 First Half increased $6 million to $20 million compared to the 2013 First Half and reduced operating margin by 10 basis points. Lower pension expense of $48 million increased operating margin by 80 basis points. See the reportable segment results below for additional discussion of sales and operating margin trends.

Interest Expense: Interest expense in the 2014 Second Quarter decreased by $5 million. The conversion of our CODES during the 2014 Second Quarter reduced interest expense by $7 million. The decrease was partially offset by interest expense of $2 million on $1 billion in new debt consisting of $350 million 1.50% senior notes that mature on May 28, 2017 and $650 million 3.95% senior notes that mature on May 28, 2024. Interest expense in the 2014 First Half decreased by $5 million for the same reasons as noted for the 2014 Second Quarter.

Effective income tax rate: The effective tax rate for the 2014 Second Quarter increased to 30.9% from 30.4% for the same period last year. The increase is primarily due to a higher effective tax rate on foreign earnings and a $3 million tax benefit related to the U.S. Federal research and experimentation (R&E) tax credit in the 2013 Second Quarter, compared to no R&E tax credit in the 2014 Second Quarter.

The effective tax rate for the 2014 Second Half increased to 30.8% from 29.6% for the same period last year. The increase is primarily due to tax benefits in the 2013 First Half of $15 million related to the retroactive reinstatement in January 2013 of the R&E tax credit for all of 2012 and the 2013 First Half, compared to no R&E tax credit in the 2014 First Half.

Net income attributable to L-3 and diluted earnings per share (EPS): Net income attributable to L-3 in the 2014 Second Quarter decreased 22% to $137 million compared to the 2013 Second Quarter, and diluted EPS decreased 20% to $1.53 from $1.92. Net income attributable to L-3 in the 2014 First Half decreased 16% to $307 million compared to the 2013 First Half, and diluted EPS decreased 14% to $3.43 from $4.01.

Diluted weighted average common shares outstanding: Diluted weighted average common shares outstanding for the 2014 Second Quarter and 2014 First Half declined by 2% compared to the same periods last year. The decline was due to repurchases of L-3 common stock in connection with our share repurchase program authorized by our Board of Directors, partially offset by additional shares issued in connection with various employee stock-based compensation programs and contributions to employee savings plans made in common stock.

Reportable Segment Results of Operations

The table below presents selected data by reportable segment reconciled to consolidated totals. See Note 22 to our unaudited condensed consolidated financial statements contained in this quarterly report for additional reportable segment data.


	Second Quarter Ended						First Half Ended
	June 27, 2014			June 28, 2013			June 27, 2014			June 28, 2013
	(dollars in millions)
Net sales:⁽¹⁾
Aerospace Systems	$	1,061		$	1,131		$	2,134		$	2,321
Electronic Systems		1,103			1,127			2,180			2,236
Communication Systems		520			599			1,023			1,167
NSS		335			332			639			662

Consolidated net sales	$	3,019		$	3,189		$	5,976		$	6,386

Operating income:
Aerospace Systems	$	39		$	104		$	132		$	231
Electronic Systems		133			127			258			244
Communication Systems		48			40			98			85
NSS		19			19			37			40

Consolidated operating income	$	239		$	290		$	525		$	600

Operating margin:
Aerospace Systems		3.7	%		9.2	%		6.2	%		10.0	%
Electronic Systems		12.1	%		11.3	%		11.8	%		10.9	%
Communication Systems		9.2	%		6.7	%		9.6	%		7.3	%
NSS		5.7	%		5.7	%		5.8	%		6.0	%

Consolidated operating margin		7.9	%		9.1	%		8.8	%		9.4	%

⁽¹⁾	Net sales are after intercompany eliminations.

Aerospace Systems


	Second Quarter Ended									First Half Ended
	June 27, 2014			June 28, 2013			Decrease			June 27, 2014			June 28, 2013			Decrease
	(dollars in millions)
Net sales	$	1,061		$	1,131			(6.2	)%	$	2,134		$	2,321			(8.1	)%
Operating income	$	39		$	104			(62.5	)%	$	132		$	231			(42.9	)%
Operating margin		3.7	%		9.2	%		(550	) bpts		6.2	%		10.0	%		(380	) bpts

Aerospace Systems net sales for the 2014 Second Quarter decreased by $70 million, or 6%, compared to the 2013 Second Quarter primarily due to Platform Systems. Sales for ISR Systems and Logistics Solutions remained substantially the same. Platform Systems sales decreased: (1) $25 million primarily due to lower volume for aircraft maintenance for the DND due to timing, reduced funding and commercial contracts nearing completion, (2) $19 million due to lower USAF volume as contracts near completion, (3) $13 million due to lower volume for U.S. Navy maritime patrol aircraft resulting from reduced funding caused by U.S. Government sequestration cuts, and (4) $13 million primarily due to reduced deliveries of aircraft cabin assemblies.

Aerospace Systems operating income for the 2014 Second Quarter decreased by $65 million, or 63%, compared to the 2013 Second Quarter. Operating margin declined by 550 basis points to 3.7%. Operating margin declined by 270 basis points due to unfavorable contract performance adjustments and cost growth, primarily at Platform Systems for two aircraft modification contracts and two contracts for rotary wing subassemblies and parts that were identified as part of the Company’s internal review of Aerospace Systems. Operating margin also declined by: (1) 200 basis points due to a $17 million increase in reserves for excess and obsolete inventory and $4 million of physical inventory adjustment at Logistics Solutions, which were identified as part of the Company’s internal review of Aerospace Systems, (2) 110 basis points due to sales mix changes and higher costs primarily at Logistics Solutions, (3) 40 basis points due to litigation charges of $4 million and (4) 10 basis points due to higher severance expense of $1 million. These decreases were partially offset by 80 basis points due to lower pension expense of $8 million.

Aerospace Systems net sales for the 2014 First Half decreased by $187 million, or 8%, compared to the 2013 First half. Sales decreased $131 million primarily for Platform Systems and $56 million for ISR Systems. Sales for Logistics Solutions remained substantially the same. Platform Systems sales decreased: (1) $51 million primarily due to lower volume for the DND and commercial contracts nearing completion, (2) $45 million due to lower USAF volume, (3) $41 million primarily due to lower volume for U.S. Navy maritime patrol aircraft and (4) $23 million due to reduced deliveries of aircraft cabin assemblies. These decreases were partially offset by a sales increase of $29 million for Australia C-27J aircraft. ISR Systems sales declined primarily due to lower sales and volume for small ISR aircraft and aircraft systems due to the U.S. military drawdown in Afghanistan, partially offset by higher volume for ISR platforms primarily for foreign military customers.

Aerospace Systems operating income for the 2014 First Half decreased by $99 million, or 43%, compared to the 2013 First Half. Operating margin declined by 380 basis points to 6.2%. Operating margin declined by: (1) 230 basis points primarily due to lower sales and mix changes primarily at ISR Systems and sales mix changes and higher costs at Logistics Solutions, (2) 100 basis points primarily due to unfavorable contract performance adjustments and cost growth for Platform Systems for similar reasons as noted for the 2014 Second Quarter, (3)100 basis points due to the excess and obsolete inventory reserves and physical inventory adjustment discussed above for the 2014 Second Quarter, (4) 20 basis points due to litigation charges of $4 million and (5) 10 basis points due to higher severance expense of $2 million. These decreases were partially offset by 80 basis points due to lower pension expense of $16 million.

Electronic Systems


	Second Quarter Ended									First Half Ended
	June 27, 2014			June 28, 2013			Increase/ (decrease)			June 27, 2014			June 28, 2013			Increase/ (decrease)
	(dollars in millions)
Net sales	$	1,103		$	1,127			(2.1	)%	$	2,180		$	2,236			(2.5	)%
Operating income	$	133		$	127			4.7	%	$	258		$	244			5.7	%
Operating margin		12.1	%		11.3	%		80	bpts		11.8	%		10.9	%		90	bpts

Electronic Systems net sales for the 2014 Second Quarter decreased by $24 million, or 2%, compared to the 2013 Second Quarter. Sales decreased: (1) $40 million for Precision Engagement & Training due to reduced deliveries of U.S. Army rotary wing training systems for the Flight School XXI program and ordnance products to the U.S. Navy, and completed contracts for guidance products, (2) $33 million for Sensor Systems primarily due to the completion of a contract for force protection products for a foreign ministry of defense and lower volume for airborne EO/IR turrets due to the U.S. military drawdown from Afghanistan and (3) $14 million for Warrior Systems due to lower demand for holographic weapons sights for the commercial sporting and recreational markets. These decreases were partially offset by sales increases of: (1) $43 million primarily for Power & Propulsion Systems due to increased volume for a variety of contracts, including engine and transmission deliveries to the U.S. Army and foreign military, and the Missile Defense Agency (MDA) and (2) $11 million primarily favorable foreign currency translation and airport security products. Sales from the Mustang Technology Group acquisition added $9 million.

Electronic Systems operating income for the 2014 Second Quarter increased by $6 million, or 5%, compared to the 2013 Second Quarter. Operating margin increased by 80 basis points to 12.1%. Lower pension expense of $8 million increased operating margin by 70 basis points. Improved contract performance, primarily for Precision Engagement & Training, partially offset by lower sales and mix changes, increased operating margin by 60 basis points. These increases were partially offset by 50 basis points due to higher severance expense of $5 million. Severance expense for the 2014 Second Quarter was $10 million compared to $5 for the 2013 Second Quarter.

Electronic Systems net sales for the 2014 First Half decreased by $56 million, or 3%, compared to the 2013 First Half. Sales decreased: (1) $82 million for Precision Engagement & Training due to reduced deliveries of U.S. Army rotary wing training systems for the Flight School XXI program, lower volume for upgrades for F/A-18 flight simulator trainers, completed contracts for guidance products and reduced deliveries of ordnance products to the U.S. Navy, (2) $72 million for Sensor Systems primarily due to the completion of a contract for force protection products for a foreign ministry of defense and lower volume for airborne EO/IR turrets due to the U.S. military drawdown from Afghanistan and (3) $13 million primarily for Warrior Systems due to lower demand for holographic weapons sights for the commercial sporting and recreational markets. These decreases were partially offset by sales increases of: (1) $58 million for Power & Propulsion Systems due to increased volume on certain contracts, including an engine contract to a foreign military and the MDA and (2) $34 million primarily due to the timing of deliveries of international and commercial shipbuilding products and foreign currency translation. Sales from the Mustang Technology Group acquisition added $19 million.

Electronic Systems operating income for the 2014 First Half increased by $14 million, or 6%, compared to the 2013 First Half. Operating margin increased by 90 basis points to 11.8% due to trends similar to the 2014 Second Quarter, including lower pension expense of $16 million and higher severance expense of $6 million. Severance expense for the 2014 First Half was $14 million compared to $8 for the 2014 First Half.

Communication Systems


	Second Quarter Ended									First Half Ended
	June 27, 2014			June 28, 2013			Increase/ (decrease)			June 27, 2014			June 28, 2013			Increase/ (decrease)
	(dollars in millions)
Net sales	$	520		$	599			(13.2	)%	$	1,023		$	1,167			(12.3	)%
Operating income	$	48		$	40			20.0	%	$	98		$	85			15.3	%
Operating margin		9.2	%		6.7	%		250	bpts		9.6	%		7.3	%		230	bpts

Communication Systems net sales for the 2014 Second Quarter decreased by $79 million, or 13%, compared to the 2013 Second Quarter. Sales decreased $89 million for Broadband Communication Systems primarily due to: (1) lower volume for airborne and ground-based networked communication systems as contracts near completion and demand declines due to sequestration and other DoD budget reductions and (2) lower U.S. Army demand for remote video terminals and ISR support services primarily driven by the U.S. military drawdown from Afghanistan. Sales also decreased $23 million for Specialty RF (radio frequency) products primarily due to lower volume. These decreases were partially offset by an increase of $33 million for Space & Power Systems primarily due to increased deliveries of power devices for commercial satellites.

Communication Systems operating income for the 2014 Second Quarter increased by $8 million, or 20%, compared to the 2013 Second Quarter. Operating margin increased 250 basis points to 9.2%. Operating margin increased 150 basis points due to lower pension expense of $8 million, 60 basis points due to lower severance costs of $3 million and 40 basis points primarily due to lower development and production costs for Broadband Communication Systems.

Communication Systems net sales for the 2014 First Half decreased by $144 million, or 12%, compared to the 2013 First Half. Sales decreased $128 million for Broadband Communication Systems as a result of trends similar to the 2014 Second quarter. Sales also decreased $41 million for Tactical Satellite Communications products primarily due to lower demand and timing of deliveries of mobile and ground-based satellite communication systems for the U.S. military and $19 million for Specialty RF products primarily due to lower volume. These decreases were partially offset by an increase of $44 million for Space & Power Systems primarily due to increased deliveries of power devices for commercial satellites.

Communication Systems operating income for the 2014 First Half increased by $13 million, or 15%, compared to the 2013 First Half. Operating margin increased 230 basis points to 9.6%. Operating margin increased 160 basis points due to lower pension expense of $16 million, 60 basis points primarily due to lower development and production costs for Broadband Communication Systems and 10 basis points due to lower severance costs of $1 million.

NSS


	Second Quarter Ended									First Half Ended
	June 27, 2014			June 28, 2013			Increase			June 27, 2014			June 28, 2013			Increase/ (decrease)
	(dollars in millions)
Net sales	$	335		$	332			0.	9%	$	639		$	662			(3.5	)%
Operating income	$	19		$	19			—	%	$	37		$	40			(7.5	)%
Operating margin		5.7	%		5.7	%		—	bpts		5.8	%		6.0	%		(20	) bpts

NSS net sales for the 2014 Second Quarter increased by $3 million, or 0.9%, compared to the 2013 Second Quarter. Sales increased $12 million due to the Data Tactics acquisition. This increase was partially offset by lower volume due to U.S. government sequestration cuts.

NSS operating income for the 2014 Second Quarter of $19 million and operating margin of 5.7% remained the same. Operating margin increased by 50 basis points primarily due to award fees for IT Services and intelligence support services contracts. The increase in operating margin was offset by lower margins on new business due to competitive pricing pressure.

NSS net sales for the 2014 First Half decreased by $23 million, or 4%, compared to the 2013 First Half. Sales declined by $25 million for Intelligence Solutions primarily due to work scope reductions on a technical support contract for a U.S. Government agency due to U.S. Government sequestration cuts and $20 million for Federal Solutions primarily due to the completion of a contract for the National Oceanic and Atmospheric Administration. These decreases were partially offset by an increase of $6 million for Defense Solutions primarily due to a new IT services contract for the U.S. Army reserve, partially offset by lower demand and completed contracts on other Defense Solutions contracts. Sales also increased due to the Data Tactics acquisition, which added $16 million of sales.

NSS operating income for the 2014 First Half decreased by $3 million, or 8%, compared to the 2013 First Half. Operating margin decreased by 20 basis points to 5.8% due to trends similar to the 2014 Second Quarter.

Liquidity and Capital Resources

Anticipated Sources and Uses of Cash Flow

At June 27, 2014, we had total cash and cash equivalents of $299 million as compared to $500 million at December 31, 2013. While no amounts of the cash and cash equivalents are considered restricted, $204 million was held by the Company’s foreign subsidiaries at June 27, 2014. The repatriation of cash held in non-U.S. jurisdictions is subject to local capital requirements, as well as income tax considerations. Our primary source of liquidity is cash flow generated from operations and our cash on hand. We generated $215 million of cash from operating activities during the 2014 First Half. We also received net cash proceeds of $988 million from the issuance of our new Senior Notes. Significant cash used during the 2014 First Half included $935 million for the CODES Retirement, $333 million to repurchase shares of our common stock, $107 million paid for dividends, $67 million for capital expenditures and $57 million for a business acquisition.

As of June 27, 2014, we had the availability of all of our $1 billion Amended and Restated Revolving Credit Facility (“Credit Facility”). Our Credit Facility expires on February 3, 2017. We currently believe that our cash from operating activities generated during the year, together with our cash on hand, and available borrowings under our Credit Facility will be adequate for the foreseeable future to meet our anticipated requirements for working capital, capital expenditures, defined benefit plan contributions, commitments, contingencies, research and development expenditures, business acquisitions (depending on the size), program and other discretionary investments, interest payments, income tax payments, L-3 Holdings’ dividends and share repurchases.

Our business may not continue to generate cash flow at current levels and, if we are unable to generate sufficient cash flow from operations to service our debt, we may be required to reduce costs and expenses, sell assets, reduce capital expenditures, reduce dividend payments, refinance all or a portion of our existing debt or obtain additional financing. We may not be able to do this on a timely basis, on satisfactory terms, or at all. Our ability to make scheduled principal payments or to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the U.S. defense industry and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

Balance Sheet

Billed receivables increased by $68 million to $1,059 million at June 27, 2014, from $991 million at December 31, 2013 due to the timing of billings and collections primarily for Platform Systems and Sensor Systems, $4 million from the L-3 Data Tactics business acquisition and $2 million of foreign currency translation adjustments. These increases were partially offset by lower sales and collections for Broadband Communication Systems.

Contracts in process increased by $202 million to $2,633 million at June 27, 2014, from $2,431 million at December 31, 2013 due to an increase of $135 million in unbilled contracts receivables, $60 million in inventoried contract costs, $3 million primarily from the L-3 Data Tactics business acquisition, $2 million of foreign currency translation adjustments and $2 million for reclassification adjustments. The increase in unbilled contracts receivables is primarily due to sales exceeding billings for NSS, ISR Systems, Power & Propulsion Systems, Platform Systems and Sensor Systems. The increase in inventoried contract costs is due to the timing of deliveries across several business areas, primarily Warrior Systems, Precision Engagement & Training and Sensor Systems, partially offset by decreases in COMSEC & Specialty RF Products.

L-3’s receivables days sales outstanding (DSO) was 79 at June 27, 2014, compared with 71 at December 31, 2013 and 73 at June 28, 2013. We calculate our DSO by dividing: (1) our aggregate end of period billed receivables and net unbilled contract receivables, by (2) our trailing 12 month sales adjusted, on a pro forma basis, to include sales from business acquisitions and exclude sales from business divestitures that we completed as of the end of the period, multiplied by the number of calendar days in the trailing 12 month period (364 days at June 27, 2014, 365 days at December 31, 2013 and 364 days at June 28, 2013). Our trailing 12 month pro forma sales were $12,259 million at June 27, 2014, $12,657 million at December 31, 2013 and $13,199 million at June 28, 2013. The increase in DSO was primarily due to the increase in billed receivables and net unbilled contract receivables.

The increase in other current assets was primarily due to estimated federal tax payments and short-term receivables for leased training systems.

Inventories increased primarily for Security & Detection Systems and Aviation Products to support customer demand, partially offset by decreases in Warrior Systems.

Goodwill increased by $42 million to $7,838 million at June 27, 2014 from $7,796 million at December 31, 2013. The table below presents the changes in goodwill by segment.


	Aerospace Systems		Electronic Systems			Communication Systems		NSS		Consolidated Total
	(in millions)
Balance at December 31, 2013	$	1,751	$	4,085		$	992	$	968	$	7,796
Business acquisition⁽¹⁾		—		(3	)		—		40		37
Foreign currency translation adjustments⁽²⁾		—		4			—		1		5

Balance at June 27, 2014	$	1,751	$	4,086		$	992	$	1,009	$	7,838

⁽¹⁾	The decrease in goodwill for the Electronic Systems segment is due to the final purchase price allocation for the Mustang business acquisition made in 2013. The increase in goodwill for the NSS segment is due to the L-3 Data Tactics business acquisition.

⁽²⁾

The decrease in identifiable intangible assets was primarily due to amortization expense of $21 million partially offset by an increase for the L-3 Data Tactics and Mustang acquisitions.

The fluctuations in accounts payable and accrued expenses were primarily due to the timing of when invoices for purchases from third party vendors and subcontractors were received and payments were made.

The increase in advance payments and billings in excess of costs incurred was primarily due to cash collections on performance based billings related to contracts with foreign customers for ISR Systems and Sensor Systems, partially offset by liquidation of balances on contracts for Marine Systems International and Space & Power Systems.

The decrease in other current liabilities was primarily due to a reduction in loss reserves for contracts in a loss position as actual costs were incurred and lower accrued interest due to the CODES Retirement.

The decrease in pension and postretirement benefit plan liabilities was primarily due to cash contributions exceeding pension expense (excluding amortization of net losses) during the 2014 First Half. We expect to contribute cash of approximately $97 million to our pension plans in 2014, of which $48 million was contributed during the 2014 First Half.

Non-current deferred income tax liabilities decreased primarily due to the CODES Retirement, partially offset by increases due to amortization of certain goodwill and other identifiable intangible assets for tax purposes.

Statement of Cash Flows

2014 First Half Compared with 2013 First Half

The table below provides a summary of our cash flows from (used in) operating, investing, and financing activities for the periods indicated.


	First Half Ended
	June 27, 2014			June 28, 2013			Increase/ (decrease)
	(in millions)
Net cash from operating activities	$	215		$	396		$	(181	)
Net cash used in investing activities		(117	)		(104	)		(13	)
Net cash used in financing activities		(299	)		(304	)		5

Operating Activities

We generated $215 million of cash from operating activities during the 2014 First Half, a decrease of $181 million compared with $396 million generated from during the 2013 First Half. The decrease was due to: (1) $139 million of more cash used for changes in operating assets and liabilities due to increases in working capital primarily for contracts in process and (2) lower net income of $55 million. These decreases were partially offset by higher non-cash expenses of $13 million primarily due to higher deferred income taxes and common stock contributions to employee savings plans, partially offset by lower non-cash amortization charges for pension and postretirement benefits. See the discussion above under “Liquidity and Capital Resources — Balance Sheet” for additional information on changes in operating assets and liabilities.

Investing Activities

During the 2014 First Half, we used $117 million of cash, which included $67 million for capital expenditures and $57 million for the acquisition of L-3 Data Tactics. The 2013 First Half includes $110 million for capital expenditures.

Financing Activities

Debt

At June 27, 2014, total outstanding debt was $3,938 million all of which was senior debt compared to $3,630 million at December 31, 2013, of which $2,941 million was senior debt and $689 million was CODES. At June 27, 2014, there were no borrowings or letters of credit outstanding under our $1 billion Credit Facility and we had all of our $1 billion facility available for future borrowings. We also had $643 million of outstanding standby letters of credit with financial institutions covering performance and financial guarantees per contractual requirements with certain customers at June 27, 2014. These standby letters of credit may be drawn upon in the event that we do not perform on certain of our contractual requirements. At June 27, 2014, our outstanding senior notes mature between November 15, 2016 and May 28, 2024. See “Overview and Outlook — Other Events” within this section for information regarding the CODES Retirement. Also, see Note 10 to our unaudited condensed consolidated financial statements contained in this quarterly report for the components of our debt at June 27, 2014.

Debt Issuance and CODES Retirement. On May 13, 2014, the Company called for full redemption of all of its outstanding CODES effective on June 2, 2014 (the “Redemption Date”). The redemption price for the CODES was $1,000 per $1,000 principal amount of the CODES, plus accrued and unpaid interest to, but excluding, the Redemption Date. Holders of the CODES were entitled to convert all or a portion of thereof (in integral multiples of $1,000) at any time prior to the close of business on the business day immediately preceding the Redemption Date (the “Redemption Conversion Period”). The conversion value of CODES of $935 million was calculated in accordance with the indenture governing the CODES based on the closing sales price of L-3 Holdings’ common stock and the conversion rate for each trading day in the 20 trading day period as follows: (1) for conversion notices received by May 16, 2014 (5 p.m.), the 20 trading day conversion period began on the third trading day following receipt of the conversion notice and (2) for conversion notices received after that time, the 20 trading day conversion period began on May 2, 2014 and ended on May 30, 2014, the trading day immediately preceding the Redemption Date. The Company settled the entire conversion value with respect to converted CODES in cash. As of the date of this report, the CODES have been retired. As a result of the conversion, the Company recorded a reduction to shareholders’ equity of $160 million, related to the excess conversion value over the fair value of the debt component of the CODES, net of deferred tax liability.

On May 28, 2014, L-3 Communications issued a total of $1 billion of new Senior Notes. The net cash proceeds of $988 million from the Senior Notes were used primarily to fund the CODES Retirement.

Debt Covenants and Other Provisions. The Credit Facility and Senior Notes contain financial and/or other restrictive covenants. See Note 11 to our audited consolidated financial statements for the year ended December 31, 2013, included in our Form 10-K/A for a description of our debt, related financial covenants and cross default provisions. As of June 27, 2014, we were in compliance with our financial and other restrictive covenants.

Guarantees. The borrowings under the Credit Facility are fully and unconditionally guaranteed by L-3 Holdings and by substantially all of the material 100% owned domestic subsidiaries of L-3 Communications on an unsecured senior basis. The payment of principal and premium, if any, and interest on the Senior Notes is fully and unconditionally guaranteed, on an unsecured senior basis, jointly and severally, by L-3 Communications’ material 100% owned domestic subsidiaries that guarantee any of its other indebtedness.

Subordination: The guarantees of the Credit Facility and the Senior Notes rank pari passu with each other.

Equity

Repurchases of L-3 Holdings’ common stock, under the share repurchase program approved by the Board of Directors, are made from time to time at management’s discretion, in accordance with applicable U.S. Federal securities laws, in the open market or otherwise. The timing and actual number of shares to be repurchased in the future will depend on a variety of factors, including the Company’s financial position, earnings, legal requirements, other investment opportunities (including acquisitions), market conditions and other factors. All share repurchases of L-3 Holdings’ common stock have been recorded as treasury shares.

The table below presents our repurchases of L-3 Holdings’ common stock during the 2014 First Half.


	Total Number of Shares Purchased		Average Price Paid Per Share		Treasury Stock
					(at cost in millions)
January 1 — March 28, 2014		1,216,976	$	109.43	$	133
March 29 — June 27, 2014		1,680,426	$	119.06	$	200

At June 27, 2014, the remaining dollar value under the share repurchase program approved by L-3 Holdings’ Board of Directors was $535 million. From June 28, 2014 through July 24, 2014, L-3 Holdings repurchased 505,394 shares of its common stock at an average price of $120.68 per share for an aggregate amount of $61 million.

During the 2014 First Half, L-3 Holdings’ Board of Directors authorized the quarterly cash dividends in the table below.


Date Declared	Record Date		Cash Dividend Per Share		Date Paid		Total Dividends Paid
							(in millions)
February 11, 2014		March 3, 2014	$	0.60		March 17, 2014	$	52
May 6, 2014		May 19, 2014	$	0.60		June 16, 2014	$	52

In addition to the dividends in the table above, the Company paid $3 million of previously accrued dividends for employee held stock-awards during the 2014 First Half.

On June 24, 2014, L-3 Holdings’ Board of Directors declared a quarterly cash dividend of $0.60 per share, payable on September 15, 2014, to shareholders of record at the close of business on August 18, 2014.

Legal Proceedings and Contingencies

For a discussion of legal proceedings and contingencies that could impact our results of operations, financial condition or cash flows, see Note 18 to our unaudited condensed consolidated financial statements contained in this quarterly report.

Forward-Looking Statements

Certain of the matters discussed in this report, including information regarding the Company’s 2014 financial outlook, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts may be forward-looking statements, such as “may,” “will,” “should,” “likely,” “projects,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions are used to identify forward-looking statements. The Company cautions investors that these statements are subject to risks and uncertainties many of which are difficult to predict and generally beyond the Company’s control that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Some of the factors that could cause actual results to differ include, but are not limited to, the following: the completion of our internal review and the effect, if any, of the results of such internal review on our relationships with our customers and/or our financial condition or

results of operations or our internal controls over financial reporting; our dependence on the defense industry; backlog processing and program slips resulting from delayed awards and/or funding from the DoD and other major customers; the U.S. Government fiscal situation; changes in DoD budget levels and spending priorities; U.S. Government failure to raise the debt ceiling; our reliance on contracts with a limited number of customers and the possibility of termination of government contracts by unilateral government action or for failure to perform; the extensive legal and regulatory requirements surrounding many of our contracts; our ability to retain our existing business and related contracts; our ability to successfully compete for and win new business; or, identify, acquire and integrate additional businesses; our ability to maintain and improve our operating margin; the availability of government funding and changes in customer requirements for our products and services; our significant amount of debt and the restrictions contained in our debt agreements; our ability to continue to recruit, retain and train our employees; actual future interest rates, volatility and other assumptions used in the determination of pension benefits and equity based compensation, as well as the market performance of benefit plan assets; our collective bargaining agreements, our ability to successfully negotiate contracts with labor unions and our ability to favorably resolve labor disputes should they arise; the business, economic and political conditions in the markets in which we operate; global economic uncertainty; the DoD’s Better Buying Power and other efficiency initiatives; events beyond our control such as acts of terrorism; our ability to perform contracts on schedule; our international operations; our extensive use of fixed-price type revenue arrangements; the rapid change of technology and high level of competition in which our businesses participate; our introduction of new products into commercial markets or our investments in civil and commercial products or companies; the outcome of litigation matters; results of audits by U.S. Government agencies and of on-going governmental investigations; the impact on our business of improper conduct by our employees, agents or business partners; ultimate resolution of contingent matters, claims and investigations relating to acquired businesses, and the impact on the final purchase price allocations; and the fair values of our assets.

In addition, for a discussion of other risks and uncertainties that could impair our results of operations or financial condition, see “Part I — Item 1A — Risk Factors” in our Form 10-K/A for the year ended December 31, 2013 and in this quarterly report on Form 10-Q under Part II — Item 1A and “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K/A and in this quarterly report on Form 10-Q, and any material updates to these factors contained in any of our future filings.

Readers of this document are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.

As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing, to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Derivative Financial Instruments and Other Market Risk,” of our Form 10-K/A for a discussion of our exposure to market risks. There were no material changes to our disclosure about market risks during the 2014 First Half. See Notes 15 and 17 to our unaudited condensed consolidated financial statements contained in this quarterly report for the aggregate fair values and notional amounts of our foreign currency forward contracts at June 27, 2014.

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 related to L-3 Holdings and L-3 Communications is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chairman, President and Chief Executive Officer, and our Senior Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our Chairman, President and Chief Executive Officer, and our Senior Vice President and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 27, 2014. Based upon that evaluation, our Chairman, President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer have concluded that, the design and operation of our disclosure controls and procedures were not effective as of June 27, 2014 to accomplish their objectives.

Description of Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting (“ICFR”), such that their is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Based on our assessment following the completion of the internal review of the Aerospace Systems segment discussed in Note 3 on page 10, the following material weaknesses continue to exist as of June 27, 2014.

The Company did not maintain an effective control environment at its Aerospace Systems segment, with respect to: (a) inadequate execution of existing controls around the annual review and approval of contract (revenue arrangement) estimates, (b) not following established Company accounting policies, controls and procedures, and (c) intentional override of numerous transactional and monitoring internal controls at its Army Sustainment division, with regard to the: (i) valuation of inventories, unbilled contract receivables and billed receivables; (ii) preparation of contract invoices; (iii) preparation, review and approval of contract estimates; (iv) recognition of cost overruns on a fixed-price maintenance and logistics support contract; (v) review and analysis of division quarterly financial statements; (vi) physical counts of inventory; and (vii) preparation, review and approval of journal entries.

Company personnel did not perform reviews of certain employee concerns regarding violations of the Company’s accounting policies and ICFR in a sufficient and effective manner, including assigning those matters to the appropriate subject matter experts for resolution, and informing appropriate members of senior management and the audit committee about the nature of the concerns, and the scope and results of the reviews.

These material weaknesses resulted in immaterial adjustments of the Company’s billed receivables, unbilled contract receivables, inventories, net sales, cost of sales, income tax expense and net income accounts, as well as earnings per share and related financial statements disclosures. Accordingly, the material weaknesses did not result in any material misstatements of the Company’s financial statements and disclosures for the years ended December 31, 2013, 2012, or 2011 or the three or six months ended June 27, 2014. However, these material weaknesses, if not remediated, could result in material misstatements to the Company’s annual financial statements or to the interim consolidated financial statements and related disclosures that would not be prevented or detected.

Remediation Plans for Material Weaknesses in Internal Control over Financial Reporting

In response to these identified material weaknesses, our management, with oversight from our audit committee, is dedicating significant resources to improve our ICFR and to address the identified material weaknesses. These efforts are ongoing and are focused on strengthening the Company’s control environment and organizational structure by taking the following actions:

•

The Company has terminated four employees at its Aerospace Systems segment and one employee at its Aerospace Systems segment resigned. The Company replaced its Aerospace Systems segment chief financial officer, the Logistics Solutions sector president, Logistics Solutions sector general counsel, the Army Sustainment division president and the Army Sustainment division vice president of finance at the time of misconduct.

•

The Company has enhanced and reinforced its quarterly and annual financial statement certification process for the Company’s Aerospace Systems segment and its divisions.

The Company will also improve its policies and procedures by:

•

conducting re-training sessions for its financial management at the Aerospace Systems segment and its divisions with regard to the Company’s accounting policies and ICFR for (i) valuation of inventories, unbilled contract receivables and billed receivables; (ii) the preparation of contract invoices; (iii) the preparation, review and approval of contract estimates; (iv) the recognition of incurred costs on fixed-price service contracts; (v) review and analysis of division quarterly financial statements; (vi) physical counts of inventory; and (vii) preparation, review and approval of journal entries. This training will be conducted by senior corporate financial management;

•

expanding the testing of the compliance with the Company’s ICFR by the Aerospace Systems segment and its divisions; and

•

strengthening the Company’s procedures for the review of employee concerns regarding violations of the Company’s accounting policies and ICFR by designating one or more senior employees that will be responsible for ensuring that such concerns are reviewed in an effective manner, including by (i) when appropriate, assigning these matters to subject matter experts for review and resolution, and (ii) informing the appropriate members of senior management and the audit committee on a timely basis about the nature of the employee concerns and the scope and results of such reviews. These senior employees will report to the Company’s chief executive officer and the audit committee with respect to such employee concerns.

We believe these additional internal controls will be effective in remediating the material weaknesses described above, and we will continue to devote significant time and attention to these remedial efforts. However, we do not expect that our ICFR will be considered effective as of December 31, 2014 because we do not expect to complete our testing of the remediated controls by such time. As we continue to evaluate and work to improve our ICFR, management may determine to take additional measures to address the material weaknesses or determine to modify the remediation plan described above. Until the remediation steps set forth above are fully implemented, the material weaknesses described above will continue to exist.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 27, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The information required with respect to this item can be found in Note 18 to our unaudited condensed consolidated financial statements contained in this quarterly report and is incorporated by reference into this Item 1.

ITEM 1A.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I — Item 1A — Risk Factors” in our Form 10-K/A for the year ended December 31, 2013, including the risk factor discussed below, and “Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview and Outlook — Business Environment” in our Form 10-K/A, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors disclosed in “Part I — Item 1A — Risk Factors” in our Form 10-K/A, for the year ended December 31, 2013. The risks described in our Form 10-K/A and herein are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

We have determined that material weaknesses exist in our internal control over financial reporting which could, if not remediated, have a material adverse impact on our ability to produce timely and accurate financial statements.

We are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. As discussed in Part I — Item 4, we identified material weaknesses in our internal control over financial reporting as of December 31, 2013, March 28, 2014 and June 27, 2014. Solely as a result of these material weaknesses, management concluded that our internal control over financial reporting were not effective as of December 31, 2013 and that our disclosure controls and procedures were not effective as of December 31, 2013, March 28, 2014 or June 27, 2014.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Although we continue to devote significant time and attention to remedy the identified material weaknesses in internal control over financial reporting, we do not expect that our internal control over financial reporting will be considered effective as of December 31, 2014 because we do not expect to complete our testing of the remediated controls by such time. In addition, our remedial efforts may not be successful. Until our remediation plan is fully implemented, our management will continue to devote significant time and attention to these efforts. If we do not complete our remediation in a timely fashion, or at all, or if our remediation plan is inadequate or we encounter difficulties in the implementation or maintenance of our internal control over financial reporting or disclosure controls and procedures, there will continue to be an increased risk that we will be unable to timely file future periodic reports with the SEC and/or remain in compliance with certain covenants included in our outstanding debt agreements. In addition, any failure to implement or any difficulties we encounter with our remediation plan could result in additional material weaknesses or deficiencies in our internal control or future material misstatements in our annual or interim consolidated financial statements.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information about share repurchases made by L-3 Holdings of its common stock during the 2014 Second Quarter. Repurchases are made from time to time at management’s discretion in accordance with applicable U.S. Federal securities laws. All share repurchases of L-3 Holdings’ common stock have been recorded as treasury shares.


	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs⁽¹⁾
							(in millions)
March 29 — April 30, 2014		371,806	$	116.98		371,806	$	691
May 1 — May 31, 2014		617,705	$	115.36		617,705	$	620
June 1 — June 27, 2014		690,915	$	123.50		690,915	$	535

Total		1,680,426	$	119.06		1,680,426

⁽¹⁾	The share repurchases that were completed as described in the table above were made pursuant to the $1.5 billion share repurchase program authorized by L-3 Holdings’ Board of Directors on February 5, 2013, which expires on June 30, 2015.

ITEM 6.

EXHIBITS

For a list of exhibits, see the Exhibit Index in this Form 10-Q.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.


L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

By:		/s/ Ralph G. D’Ambrosio
Title:		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Date: October 10, 2014

EXHIBIT INDEX

Exhibits identified in parentheses below are on file with the SEC and are incorporated herein by reference to such previous filings.


Exhibit No.		Description of Exhibits
	2.1	Distribution Agreement between L-3 Communications Holdings, Inc. and Engility Holdings, Inc. dated as of July 16, 2012 (incorporated by reference to Exhibit 2.1 to the Registrants’ Quarterly Report on Form 10-Q for the period ended September 28, 2012 (File Nos. 001-14141 and 333-46983)).
	3.1	Amended and Restated Certificate of Incorporation of L-3 Communications Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants’ Current Report on Form 8-K filed on May 2, 2013 (File Nos. 001-14141 and 333-46983)).
	3.2	Amended and Restated By-Laws of L-3 Communications Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Registrants’ Current Report on Form 8-K filed on May 2, 2013 (File Nos. 001-14141 and 333-46983)).
	3.3	Certificate of Incorporation of L-3 Communications Corporation (incorporated by reference to Exhibit 3.1 to L-3 Communications Corporation’s Registration Statement on Form S-4 (File No. 333-31649)).
	3.4	Amended and Restated By-Laws of L-3 Communications Corporation (incorporated by reference to Exhibit 3.2 to the Registrants’ Current Report on Form 8-K filed on December 17, 2007 (File Nos. 001-14141 and 333-46983)).
	4.1	Form of Common Stock Certificate of L-3 Communications Holdings, Inc. (incorporated by reference to Exhibit 4.1 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended June 25, 2010 (File Nos. 001-14141 and 333-46983)).
	4.2	Indenture dated as of October 2, 2009 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.15 to the Registrants’ Quarterly Report on Form 10-Q for the quarter ended September 25, 2009 (File Nos. 001-14141 and 333-46983)).
	4.3	Supplemental Indenture dated as of February 3, 2012 among L-3 Communications Corporation, The Bank of New York Mellon, as Trustee, and the guarantors named therein to the Indenture dated as of October 2, 2009 among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 to the Registrants’ Annual Report on Form 10-K for the year ended December 31, 2011 (File Nos. 001-14141 and 333-46983)).
	4.4	Indenture, dated as of May 21, 2010, among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Registrants’ Current Report on Form 8-K dated May 24, 2010 (File Nos. 001-14141 and 333-46983)).
	4.5	First Supplemental Indenture, dated as of May 21, 2010, among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Current Report on Form 8-K dated May 24, 2010 (File Nos. 001-14141 and 333-46983)).
	4.6	Second Supplemental Indenture, dated as of February 7, 2011, among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Current Report on Form 8-K dated February 8, 2011 (File Nos. 001-14141 and 333-46983)).
	4.7	Third Supplemental Indenture, dated as of November 22, 2011, among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Current Report on Form 8-K dated November 22, 2011 (File Nos. 001-14141 and 333-46983)).


Exhibit No.		Description of Exhibits
	4.8	Fourth Supplemental Indenture, dated as of February 3, 2012, among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A, as Trustee (incorporated by reference to Exhibit 4.12 to the Registrants’ Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File Nos. 001-14141 and 333-46983)).
	4.9	Fifth Supplemental Indenture, dated as of May 28, 2014, among L-3 Communications Corporation, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrants’ Current Report on Form 8-K dated May 28, 2014 (File Nos. 001-14141 and 333-46983)).
	10.1	Amended and Restated Credit Agreement, dated as of February 3, 2012, among L-3 Communications Corporation, L-3 Communications Holdings, Inc. and certain subsidiaries of the Registrants from time to time party thereto as guarantors, certain lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrants’ Current Report on Form 8-K dated February 3, 2012 (File Nos. 001-14141 and 333-46983)).
	10.2	Tax Matters Agreement between L-3 Communications Holdings, Inc. and Engility Holdings, Inc. dated as of July 16, 2012 (incorporated by reference to Exhibit 10.2 to the Registrants’ Quarterly Report on Form 10-Q for the period ended September 28, 2012 (File Nos. 001-14141 and 333-46983)).
	†*10.3	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Nonqualified Stock Option Agreement (2014 CEO Version).
	†*10.4	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Restricted Stock Unit Agreement (2014 Non-Employee Directors Annual Equity Award Version).
	†*10.5	Form of L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan Restricted Stock Unit Agreement (2014 Non-Employee Directors Deferred Compensation Version).
	†*10.6	Professional Services Agreement effective May 7, 2014 between L-3 Communications Corporation and John P. White.
	**11	L-3 Communications Holdings, Inc. Computation of Basic Earnings Per Share and Diluted Earnings Per Common Share.
	*12	Ratio of Earnings to Fixed Charges.
	*31.1	Certification of Chairman, President and Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	*31.2	Certification of Senior Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
	*32	Section 1350 Certification.
	***101.INS	XBRL Instance Document.
	***101.SCH	XBRL Taxonomy Extension Schema Document.
	***101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
	***101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
	***101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
	***101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith.

The information required in this exhibit is presented in Note 14 to the unaudited condensed consolidated financial statements as of June 27, 2014 contained in this quarterly report in accordance with the provisions of ASC 260, Earnings Per Share.

***

Filed electronically with this report.

†

Represents management contract, compensatory plan or arrangement.

EX-10.3

Exhibit 10.3

L-3 COMMUNICATIONS HOLDINGS, INC.

2008 LONG TERM PERFORMANCE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

(Version CEO 2014)

THIS AGREEMENT, effective as of the Grant Date (as defined below), is between L-3 Communications Holdings, Inc., a Delaware corporation (the “Company”), and the Optionee (as defined below).

WHEREAS, the Company has adopted the L-3 Communications Holdings, Inc. 2008 Long Term Performance Plan (the “Plan”) in order to provide additional incentives to selected officers and employees of the Company and its subsidiaries; and

WHEREAS, the Committee responsible for administration of the Plan has determined to grant an option to the Optionee as provided herein and the Company and the Optionee hereby wish to memorialize the terms and conditions applicable to the Option (as defined below);

WHEREAS, the following terms shall have the following meanings for purposes of this Option Agreement:

“Award Letter” shall mean the letter to the Optionee attached hereto as Exhibit A;

“Common Stock” means the Company’s Common Stock, par value $0.01 per share;

“Diluted EPS” means earnings per common share of the Company on a fully diluted basis, determined in accordance with GAAP and as derived from the Company’s audited consolidated financial statements prepared in the ordinary course of business; provided, that Diluted EPS shall be calculated so as to eliminate the effect of any: (a) impairment losses incurred on goodwill and other intangible assets or on debt or equity investments computed in accordance with Financial Accounting Standard No. 142 or other GAAP; (b) gains or losses incurred on the retirement of debt computed in accordance with Financial Accounting Standard No. 145; (c) extraordinary gains and losses in accordance with GAAP; (d) gains and losses in connection with asset dispositions whether or not constituting extraordinary gains and losses; (e) non-cash gains or losses on discontinued operations; (f) adoption by the Company of any new accounting standards required by GAAP or the Securities and Exchange Commission following the Grant Date; (g) gains or losses of $5 million or more individually, or $25 million or more in the aggregate, in respect of litigation matters; and (h) gains or losses (other than accrued interest) related to the resolution of income tax contingencies for business acquisitions, to the extent that such contingencies were established as of the dates of such acquisitions in the GAAP purchase price allocations in respect thereof;

“Exercise Price” shall mean the “Grant Price” listed in the Award Letter;

“Free Cash Flow” means (a) the Company’s net cash from operating activities, minus (b) capital expenditures, plus (c) dispositions of property, plant and equipment, in each case determined in accordance with GAAP and as derived from the Company’s audited consolidated financial statements prepared in the ordinary course of business; provided, that Free Cash Flow shall be calculated so as to eliminate the effect of: (i) discretionary contributions to pension plans that exceed the contributions forecasted in the Company’s most recent internal plan for the year as presented to the Board of Directors prior to the Grant Date; (ii) premiums and other payments in excess of principal and accrued interest associated with the retirement of debt , including without limitation payments of income taxes incurred in connection therewith; and (iii) tax payments or benefits associated with gains or losses on business divestitures in calculating net cash from operating activities;

“GAAP” shall mean generally accepted accounting principles in the United States.

“Grant Date” shall mean the “Grant Date” listed in the Award Letter;

“Option Agreement” or this “Agreement” shall mean this agreement including (unless the context otherwise requires) the Award Letter.

“Optionee” shall mean the “Participant” listed in the Award Letter; and

“Shares” shall mean that number of shares of Common Stock listed in the Award Letter as “Awards Granted,” subject to Section 4.2.

NOW, THEREFORE, the parties hereto agree as follows:

1.	Grant of Option.

1.1 Effective as of the Grant Date, for good and valuable consideration, the Company hereby irrevocably grants to the Optionee the right and option (the “Option”) to purchase all or any part of the Shares, subject to, and in accordance with, the terms and conditions set forth in this Option Agreement.

1.2 The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

1.3 This Option Agreement shall be construed in accordance and consistent with, and subject to, the terms of the Plan (the provisions of which are incorporated hereby by reference); and, except as otherwise expressly set forth herein, the capitalized terms used in this Option Agreement shall have the same definitions as set forth in the Plan. In the event of any conflict between one or more of this Option Agreement, the Award Letter and the Plan, the Plan shall govern this Option Agreement and the Award Letter, and the Option Agreement (to the extent not in conflict with the Plan) shall govern the Award Letter.

2.	Exercise Price.

The price at which the Optionee shall be entitled to purchase the Shares upon the exercise of the Option shall be the Exercise Price per share, subject to adjustment as provided in Section 9.

3.	Duration of Option.

The Option shall be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Grant Date (the “Exercise Term”); provided, however, that the Option may be earlier terminated as provided in Section 6 hereof.

4.	Exercisability of Option.

4.1 Subject to Section 4.2, and unless otherwise provided in this Option Agreement or the Plan, the Option shall entitle the Optionee to purchase, in whole at any time or in part from time to time, one-third (1/3^rd) of the total number of Shares covered by the Option on the first anniversary of the Grant Date, an additional one-third (1/3^rd) of the total number of Shares covered by the Option on the second anniversary of the Grant Date and the final one-third (1/3^rd) of the total number of Shares covered by the Option on the expiration of the third anniversary of the Grant Date. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term.

4.2 No right of purchase in respect of the Option shall become exercisable by virtue of Section 4.1 prior to the Determination Date. As promptly as practicable following December 31, 2013, the Committee shall determine, subject to Section 4.3, whether the following conditions have been

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satisfied (the “Performance Conditions”): (a) the Company’s Diluted EPS for the year ended December 31, 2014 is at least $7.01; and (b) the Company’s Free Cash Flow for the year ended December 31, 2014 is at least $850 million (the date of such determinations being referred to herein as the “Determination Date”). In the event that (i) the Committee determines that only one of the two Performance Conditions shall have been satisfied as of the Determination Date and (ii) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then the number of Shares subject to the Option shall be automatically reduced by 50% (rounded to the nearest whole Share). In the event that (1) the Committee determines that none of the Performance Conditions shall have been satisfied as of the Determination Date and (2) the Option shall not have become fully exercisable prior to the Determination Date under Section 6 or 10, then Optionee’s right to exercise all or any portion of the Option shall automatically be terminated, and all of Optionee’s rights hereunder shall cease.

4.3 In the event of an equity restructuring, as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R), the Committee shall adjust any Performance Conditions affected by such restructuring so as to preserve (without enlarging) the likelihood that such Performance Conditions shall be satisfied, with the manner of such adjustment to be determined by the Committee in its sole discretion.

5.	Manner of Exercise and Payment.

5.1 Subject to the terms and conditions of this Option Agreement and the Plan, the Option may be exercised by delivery of written notice to the Secretary of the Company (or his or her designee), at its principal executive office. Such notice shall state that the Optionee or other authorized person is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise shall be for whole shares of Common Stock only. If requested by the Committee, such person or persons shall (i) deliver this Agreement (including the Award Letter) to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option.

5.2 The notice of exercise described in Section 5.1 shall be accompanied by either (i) payment of the full purchase price for the Shares in respect of which the Option is being exercised and of all applicable Withholding Taxes (as defined in Section 11) pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof) or (ii) instructions from the Optionee to the Company directing the Company to deliver a specified number of Shares directly to a designated broker or dealer pursuant to a cashless exercise election, in which case the Company must receive, prior to the issuance of the Shares in respect of which the Option is being exercised, payment of the full purchase price for the Shares in respect of which the Option is being exercised and all applicable Withholding Taxes pursuant to Section 11 hereof (such payment to be made in cash, by delivering Shares, by withholding a portion of the Shares otherwise issuable or by any combination thereof). The value of any Shares withheld or delivered in satisfaction of the purchase price for the Shares in respect of which the Option is being exercised and/or Withholding Taxes shall be determined by reference to the Fair Market Value of such Shares as of the date of such withholding or delivery. In the event that Withholding Taxes are satisfied by withholding a portion of the Shares otherwise issuable in connection with an exercise of the Option, the Company shall not withhold any Shares in excess of the minimum number of Shares necessary to satisfy the applicable Withholding Taxes.

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5.3 Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 5.1 and 5.2 relating to the Shares in respect of which the Option is being exercised, the Company shall, subject to the Plan and this Option Agreement, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective.

5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company in respect of, Shares purchased upon exercise of the Option until (i) the Option shall have been exercised pursuant to the terms of this Option Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company shall have issued the Shares in connection with such exercise.

6.	Termination of Employment; Permanent Disability.

6.1 If, prior to the date of the initial vesting of the Option pursuant to Section 4 hereof (the “Initial Vesting Date”), the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason, other than death or permanent disability (as herein defined), the Optionee’s right to exercise the Option shall terminate as of the effective date of termination (the “Termination Date”) and all rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan).

6.2 Upon the Optionee’s death or permanent disability, the Option shall become immediately fully exercisable as to 100% of the Shares subject to the Option, and the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or the administrator pursuant to will or the laws of descent or distribution shall have the right, within one year from the date of the Optionee’s death or permanent disability, to exercise the Option, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise. For purposes hereof, “permanent disability” means the Optionee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Optionee’s employer.

6.3 If, on or after the Initial Vesting Date, the Optionee’s employment with the Company and its subsidiaries shall be terminated for any reason other than for Cause or death or permanent disability, the Optionee shall have the right within three months after the Termination Date (or, if the Optionee’s employment with the Company and its subsidiaries is terminated by reason of a qualified retirement as herein defined, within three years after the Termination Date) to exercise the Option to the extent that installments thereof shall have been or become exercisable at the Termination Date and shall not have been exercised, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise, and (unless otherwise provided for by the Committee in accordance with the Plan) the Optionee’s right to exercise any installments of the Option that were not exercisable at the Termination Date (if any) shall terminate as of the Termination Date. If the Optionee’s employment is terminated for Cause, the Option shall terminate as of the Termination Date, whether or not exercisable. For purposes hereof, “Cause” means the Optionee’s (i) intentional failure to perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the performance of duties, (iii) engaging in a transaction in connection with the performance of duties to the Company or its subsidiaries which transaction is adverse to the interests of the Company or its subsidiaries and is engaged in for personal profit or (iv) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses). In addition, “qualified retirement” means the Optionee (a) terminates employment with the Company and its subsidiaries other than for Cause (and is

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not subject to termination for Cause at the time of such termination) more than one year after the Grant Date, (b) is available for consultation with the Company or its subsidiaries at the reasonable request of the Company or its subsidiaries and (c) terminates employment on or after attaining age 65 and completing at least five years of service in the aggregate with the Company and its subsidiaries (which service must be continuous through the date of termination except for a single break in service that does not exceed one year in length).

6.4 If the Optionee shall die within the three-month period (or the three-year period, if applicable) referred to in Section 6.3 above, the Optionee or the executor or administrator of the estate of the Optionee or the person or persons to whom the Option shall have been validly transferred by the executor or administrator pursuant to will or the laws of descent and distribution shall have the right, within one year from the date of the Optionee’s death (or, if longer and applicable under Section 6.3 above, within the original three-year period referred to therein), to exercise the Option to the extent that the Option was exercisable at the date of death, subject to any other limitation contained herein on the exercise of the Option in effect at the date of exercise.

6.5 The Optionee’s rights with respect to the Option shall not be affected by any change in the nature of the Optionee’s employment so long as the Optionee continues to be an employee of the Company or any of its subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the Termination Date for the purposes of this Agreement (or whether, and the date upon which, the Optionee as suffered a permanent disability) shall be determined by the Committee or (with respect to any employee other than an “Executive Officer” as defined under the Plan) its designee (who, at the date of this Agreement, shall be the Company’s Vice President of Human Resources), whose good faith determination shall be final, binding and conclusive; provided, that such designee may not make any such determination with respect to his or her own employment.

7.	Nontransferability.

The Option shall not be transferable other than by will or by the laws of descent and distribution, and during the lifetime of the Optionee, the Option shall be exercisable only by the Optionee. After the death of the Optionee, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 6.2 or 6.4, be exercised by the Optionee’s personal representative or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

8.	No Right to Continued Employment.

Nothing in this Option Agreement or the Plan shall be interpreted or construed to confer upon the Optionee any right to continue employment by the Company or any of its subsidiaries, nor shall this Agreement or the Plan interfere in any way with the right of the Company or any of its subsidiaries to terminate the Optionee’s employment at any time for any reason whatsoever, whether or not with Cause.

9.	Adjustments.

In the event that the outstanding shares of the Common Stock are, from time to time, changed into or exchanged for a different number or kind of shares of the capital stock of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of capital stock, or other similar increase or decrease in the number of shares outstanding without receiving compensation therefor, the Committee shall, in accordance with the terms of the Plan, make an appropriate and equitable adjustment in the number and kind of Shares or other consideration as to which such Option, or portions thereof then unexercised, shall be exercisable and the exercise price therefor. Any such adjustment made by the Committee shall be final, binding and conclusive upon the Optionee, the Company and all other interested persons. Any such adjustment may provide for the elimination of any fractional share which might otherwise become subject to the Option. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Common Stock (whether in the form of cash or other property).

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10.	Effect of a Change in Control.

10.1 Notwithstanding anything contained in the Plan or this Agreement to the contrary, in the event of a Change in Control, (a) the Option becomes immediately and fully exercisable as to 100% of the Shares subject to the Option, and (b) upon termination of an Optionee’s employment with the Company, following a Change in Control, the Option shall remain exercisable until one year after termination, but in no event beyond the Exercise Term. The Company reserves the right to change or modify in any way the definition of Change in Control set forth in this Option Agreement and any such change or modification shall be binding on the Optionee.

10.2 For the purposes of this Option Agreement, “Change in Control” shall mean the first to occur of the following:

The acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of the Company’s then outstanding voting securities, other than by any employee benefit plan maintained by the Company;

The sale of all or substantially all the assets of the Company and its subsidiaries taken as a whole;

The consummation of a merger, combination, consolidation, recapitalization or other reorganization of the Corporation with one or more other entities that are not subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event; or

The election, including the filling of vacancies, during any period of 24 months or less, of 50% or more, of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. “Continuing Directors” shall mean any director of the Company who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of Directors by a majority of the Board which is comprised of directors who were, at the time of such nomination, Continuing Directors.

11.	Withholding of Taxes.

As a condition to the issuance of Shares in respect of any exercise of the Option or any other issuance or payment to the Optionee hereunder, the Optionee shall pay to the Company (and the Company shall have the right to deduct from any distribution of cash to the Optionee) the minimum amount necessary to satisfy Federal, state, local and foreign withholding tax requirements, if any (“Withholding Taxes”) with respect to such exercise, issuance or payment.

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12.	Optionee bound by the Plan.

The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof.

13.	Modification of Agreement.

This Agreement may not be modified, amended, suspended or terminated, and any terms or conditions may not be waived, without the approval of the Committee. The Committee reserves the right to amend or modify this Agreement at any time without prior notice to the Optionee or any other interested party; provided, that except as expressly provided hereunder, any such amendment or modification may not adversely affect in any material respect the Optionee’s rights or benefits hereunder except for such amendments or modifications as are required by law.

14.	Severability.

Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

15.	Governing Law.

The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof. If the Optionee has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern.

16.	Successors in Interest.

This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Optionee or the Optionee’s legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee’s heirs, executors, administrators and successors.

17.	Administration.

The Committee shall have the power to interpret the Plan and this Option Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action determination or interpretation made in good faith with respect to the Plan or the Options. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Option Agreement.

18.	Resolution of Disputes.

Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Optionee and Company for all purposes.

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19.	Data Privacy Consent.

As a condition of the grant of the Option, the Optionee hereby consents to the collection, use and transfer of personal data as described in this paragraph. The Optionee understands that the Company and its subsidiaries hold certain personal information about the Optionee, including name, home address and telephone number, date of birth, social security number, salary, nationality, job title, ownership interests or directorships held in the Company or its subsidiaries, and details of all stock options or other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised, vested or unvested (“Data”). The Optionee further understands that the Company and its subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Optionee’s participation in the Plan, and that the Company and any of its subsidiaries may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. The Optionee understands that these recipients may be located in the European Economic Area or elsewhere, such as the United States. The Optionee hereby authorizes them to receive, possess, use, retain and transfer such Data as may be required for the administration of the Plan or the subsequent holding of shares of common stock on the Optionee’s behalf, in electronic or other form, for the purposes of implementing, administering and managing the Optionee’s participation in the Plan, including any requisite transfer to a broker or other third party with whom the Optionee may elect to deposit any shares of common stock acquired under the Plan. The Optionee may, at any time, view such Data or require any necessary amendments to it.

20.	Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation.

By accepting this Agreement and the grant of the Option evidenced hereby, the Optionee expressly acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Option is a one-time benefit that does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) all determinations with respect to future option grants, if any, including the grant date, the number of Shares granted, the exercise price and the exercise date or dates, will be at the sole discretion of the Company; (d) the Optionee’s participation in the Plan is voluntary; (e) the value of the Option is an extraordinary item of compensation that is outside the scope of the Optionee’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Options are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, and the Optionee waives any claim on such basis; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Optionee understands, acknowledges and agrees that the Optionee will have no rights to compensation or damages related to option proceeds in consequence of the termination of the Optionee’s employment for any reason whatsoever and whether or not in breach of contract.

21.	Subsidiary.

As used herein, the term “subsidiary” shall mean, as to any person, any corporation, association, partnership, joint venture or other business entity of which 50% or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more of the Subsidiaries of that entity, or by a combination thereof.

22.	Award Administrator.

The Company may from time to time to designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan and any Options granted thereunder, including by sending Award Letters on behalf of the Company to Optionees, and by facilitating through electronic means acceptance of Option Agreements by Optionees and Option exercises by Optionees.

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23.	Book Entry Delivery of Shares.

Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

24.	Acceptance.

This Agreement shall not be enforceable until it has been executed by the Optionee. In the event the Company has designated an Award Administrator, the acceptance (including through electronic means) of the Option contemplated by this Option Agreement in accordance with the procedures established from time to time by the Award Administrator shall be deemed to constitute the Optionee’s acknowledgment and agreement to the terms and conditions of this Option Agreement and shall have the same legal effect in all respects of the Optionee having executed this Option Agreement by hand.


By:		L-3 COMMUNICATIONS HOLDINGS, INC.

		/s/ Michael T. Strianese
		Michael T. Strianese
		President and Chief Executive Officer

		/s/ Steven M. Post
		Steven M. Post
		Senior Vice President, General Counsel and
		Corporate Secretary

Acknowledged and Agreed

as of the date first written above:

Optionee Signature

- 9 -

EX-10.4

Exhibit 10.4

L-3 COMMUNICATIONS HOLDINGS, INC.

2008 LONG TERM PERFORMANCE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Director Award Version 0003)

This Restricted Stock Unit Agreement (this “Agreement”), effective as of the Grant Date (as defined below), is between L-3 Communications Holdings, Inc., a Delaware corporation (the “Corporation”), and the Participant (as defined below).

1. Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(a) “Award Letter” shall mean the letter to the Participant attached hereto as Exhibit A.

(b) “Change in Control” means:

(1) The acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Corporation or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of the Corporation’s then outstanding voting securities, other than by any employee benefit plan maintained by the Corporation;

(2) The sale of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole;

(3) The consummation of a merger, combination, consolidation, recapitalization, or other reorganization of the Corporation with one or more other entities that are not subsidiaries if, as a result of the consummation of the merger, combination, consolidation, recapitalization or other reorganization, less than 50 percent of the outstanding voting securities of the surviving or resulting corporation shall immediately after the event be beneficially owned in the aggregate by the stockholders of the Corporation immediately prior to the event; or

(4) The election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the Board of Directors, without the approval of Continuing Directors, as constituted at the beginning of such period. “Continuing Directors” shall mean any director of the Corporation who either (i) is a member of the Board of Directors on the Grant Date, or (ii) is nominated for election to the Board of Directors by a majority of the Board which is comprised of directors who were, at the time of such nomination, Continuing Directors.

(d) “Grant Date” shall mean the “Grant Date” listed in the Award Letter.

(e) “Participant” shall mean the “Participant” listed in the Award Letter.

(f) “Restricted Period” shall mean the period beginning on the Grant Date and expiring on the earlier of (i) the date on which the Participant ceases to be a director of the Corporation or (ii) the occurrence of a Change in Control that constitutes a Section 409A Change in Control Event.

(g) “Restricted Units” shall mean that number of restricted units listed in the Award Letter as “Awards Granted,” as the same may be adjusted from time to time in accordance with the terms hereof.

(h) “Section 409A Change in Control Event” shall mean a change in ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, within the meaning of Section 409A(a)(2)(A)(v) of the Code.

(i) “Shares” shall mean a number of shares of the Corporation’s Common Stock, par value $0.01 per share, equal to the number of Restricted Units.

(j) “Specified Employee” shall mean a “specified employee” as defined in Treasury Regulation Section 1.490A-1(i).

(k) “Vesting Date” shall mean the earliest of: (a) the first anniversary of the Grant Date (or if earlier, the date of the Corporation’s first regular annual meeting of stockholders held after the Grant Date), (b) the termination of the Participant’s service as a director of the Corporation by reason of death or permanent disability or (c) the occurrence of a Change in Control (without regard to whether such event constitutes a Section 409A Change in Control Event).

2. Grant of Units. The Corporation hereby grants the Restricted Units to the Participant, each of which represents the right to receive one Share upon the expiration of the Restricted Period, subject the terms, conditions and restrictions set forth in the L-3 Communications Holdings, Inc. 2008 Directors Stock Incentive Plan (as amended from time to time, the “Plan”) and this Agreement.

3. Restricted Unit Account. The Corporation shall cause an account (the “Unit Account”) to be established and maintained on the books of the Corporation to record the number of Restricted Units credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account shall be that of a general, unsecured creditor of the Corporation.

4. Nonalienation of Benefits. No Participant or beneficiary shall have the power or right to transfer, anticipate, or otherwise encumber the Participant’s interest under this Agreement. The provisions of this Agreement shall inure to the benefit of the Participant and the Participant’s beneficiaries, heirs, executors, administrators or successors in interest.

5. Vesting; Forfeiture. Notwithstanding anything in this agreement to the contrary, the Participant shall forfeit the Restricted Units and all of the Participants rights hereunder shall cease (unless otherwise provided for by the Committee in accordance with the Plan) in the event that either: (a) the Restricted Period expires prior to the Vesting Date or (b) the Participant is removed as director of the Corporation for cause.

6. Dividend Equivalents. If the Corporation pays a cash dividend or distribution on its Common Stock, the Participant’s Unit Account shall be credited as of the payment date with an additional number of Restricted Units equal to the following calculation: (i) the amount payable per share of Common Stock outstanding as of record date of the dividend or distribution, multiplied by (ii) the number of Restricted Units credited to the Participant’s Unit Account as of the record date for the dividend or distribution, divided by (iii) the Fair Market Value (as defined in the Plan) of a share of Common Stock as of the payment date.

7. No Right to Continue as a Director. Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Participant any right to continue as a director of the Corporation, nor shall this Agreement or the Plan interfere in any way with the right of the Corporation or its directors or stockholders to remove the Participant as a director in accordance with the by-laws of the Corporation.

8. No Rights as a Stockholder. The Participant’s interest in the Restricted Units shall not entitle the Participant to any rights as a stockholder of the Corporation. The Participant shall not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Corporation in respect of, the Shares unless and until such Shares have been issued to the Participant in accordance Section 11.

9. Adjustments Upon Change in Capitalization. In the event of any reorganization, merger, consolidation, recapitalization, reclassification, stock split, stock dividend or similar capital adjustment, as a result of which shares of any class shall be issued in respect of outstanding shares of the Corporation’s Common Stock or shares of Corporation’s Common Stock shall be changed into a different number of shares or into another class or classes or into other property or cash, the Restricted Units, the Participant’s Unit Account and/or the Shares shall be adjusted to reflect such event so as to preserve (without enlarging) the value of the award hereunder, with the manner of such adjustment to be determined by the Committee in its sole discretion. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Corporation’s Common Stock (whether in the form of cash or other property).

10. General Restrictions. Notwithstanding anything in this Agreement to the contrary, the Corporation shall have no obligation to issue or transfer the Shares as contemplated by this agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Corporation’s shares are listed for trading.

11. Issuance of Shares. Upon the expiration of the Restricted Period and subject to Sections 5 and 10 and payment by the Participant of any applicable withholding taxes, the Corporation shall, as soon as reasonably practicable (and in any event within 75 days of the expiration of the Restricted Period), issue the Shares to the Participant, free and clear of all restrictions; provided, that if the expiration of the Restricted Period results from a Section 409A Change in Control Event, then notwithstanding the foregoing, the Shares shall be issued within 30 days of the Section 409A Change in Control Event; provided further, that in the event the Participant is a Specified Employee and the expiration of the Restricted Period does not result from the death of the Participant or a Section 409A Change in Control Event, then notwithstanding the foregoing, the Shares shall be issued as soon as reasonably practicable following (and not prior to) the date that is six months after the expiration of the Restricted Period (and in any event within 75 days after such date). The Corporation shall not be required to deliver any fractional Shares, and may pay, in lieu thereof, the Fair Market Value (as defined in the Plan) thereof as of the date on which the Shares first become issuable under this Section. The Corporation shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated.

12. Subsidiary. As used herein, the term “subsidiary” shall mean, as to any person, any corporation, association, partnership, joint venture or other business entity of which 50% or more of the voting stock or other equity interests (in the case of entities other than corporations), is owned or controlled (directly or indirectly) by that entity, or by one or more of the Subsidiaries of that entity, or by a combination thereof.

13. Plan Governs. The Participant hereby acknowledges receipt of a copy of the Plan and agrees to be bound by its terms, all of which are incorporated herein by reference. The Plan shall govern in the event of any conflict between this Agreement and the Plan.

14. Modification of Agreement. This Agreement may be not be modified, amended, suspended or terminated, and any terms or conditions may not be waived, without the approval of the Committee. The Committee reserves the right to amend or modify this Agreement at any time without prior notice to any Participant or other interested party; provided, that except as expressly provided hereunder, any such amendment or modification may not adversely affect in any material respect the Participant’s rights or benefits hereunder except for such amendments or modifications as are required by law.

15. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

16. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern.

17. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the Participant or the Participant’s legal representatives. All obligations imposed upon the Participant and all rights granted to the Corporation under this Agreement shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

18. Administration. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participant, the Corporation and all other interested persons. No member of the Committee shall be personally liable for any action determination or interpretation made in good faith with respect to the Plan or the Restricted Units. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

19. Resolution of Disputes. Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Participant and Corporation for all purposes.

number, salary, nationality, job title, ownership interests or directorships held in the Corporation or its subsidiaries, and details of all restricted units or other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised, vested or unvested (“Data”). The Participant further understands that the Corporation and its subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Corporation and any of its subsidiaries may each further transfer Data to any third parties assisting the Corporation in the implementation, administration and management of the Plan. The Participant understands that these recipients may be located in the European Economic Area or elsewhere, such as the United States. The Participant hereby authorizes them to receive, possess, use, retain and transfer such Data as may be required for the administration of the Plan or the subsequent holding of shares of common stock on the Participant’s behalf, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer to a broker or other third party with whom the Participant may elect to deposit any shares of common stock acquired under the Plan. The Participant may, at any time, view such Data or require any necessary amendments to it.

21. Limitation on Rights; No Right to Future Grants. By accepting this Agreement and the grant of the Restricted Units contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is discretionary in nature and may be suspended or terminated by the Corporation at any time; (b) the grant of Restricted Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted units, or benefits in lieu of restricted units; (c) all determinations with respect to future grants of restricted units, if any, including the grant date, the number of Shares granted and the restricted period, will be at the sole discretion of the Corporation; (d) the Participant’s participation in the Plan is voluntary; and (e) the future value of the underlying Shares is unknown and cannot be predicted with certainty.

22. Award Administrator. The Corporation may from time to time to designate a third party (an “Award Administrator”) to assist the Corporation in the implementation, administration and management of the Plan and any Restricted Units granted thereunder, including by sending Award Letters on behalf of the Corporation to Participants, and by facilitating through electronic means acceptance of Restricted Unit Agreements by Participants.

23. Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder.

24. Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Corporation may elect to issue or deliver such Shares in book entry form in lieu of certificates.

25. Acceptance. This Agreement shall not be enforceable until it has been executed by the Participant. In the event the Corporation has designated an Award Administrator, the acceptance (including through electronic means) of the Restricted Unit award contemplated by this Agreement in accordance with the procedures established from time to time by the Award Administrator shall be deemed to constitute the Participant’s acknowledgment and agreement to the terms and conditions of this Agreement and shall have the same legal effect in all respects of the Participant having executed this Agreement by hand.


By:		L-3 COMMUNICATIONS HOLDINGS, INC.

		/s/ Michael T. Strianese
		Michael T. Strianese
		President and Chief Executive Officer

		/s/ Steven M. Post
		Steven M. Post
		Senior Vice President, General Counsel and
		Corporate Secretary

Acknowledged and Agreed

as of the date first written above:

Participant Signature

EX-10.5

Exhibit 10.5

L-3 COMMUNICATIONS HOLDINGS, INC.

2008 LONG TERM PERFORMANCE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(Director Deferral Version 0001)

1. Definitions. The following terms shall have the following meanings for purposes of this Agreement:

(a) “Award Letter” shall mean the letter to the Participant attached hereto as Exhibit A.

(b) “Change in Control” means:

(2) The sale of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole;

(d) “Grant Date” shall mean the “Grant Date” listed in the Award Letter.

(e) “Participant” shall mean the “Participant” listed in the Award Letter.

(i) “Shares” shall mean a number of shares of the Corporation’s Common Stock, par value $0.01 per share, equal to the number of Restricted Units.

(j) “Specified Employee” shall mean a “specified employee” as defined in Treasury Regulation Section 1.490A-1(i).

(k) “Vesting Date” shall mean the Grant Date.

20. Data Privacy Consent. As a condition of the grant of the Restricted Units, the Participant hereby consents to the collection, use and transfer of personal data as described in this paragraph. The Participant understands that the Corporation and its subsidiaries hold certain personal information about the Participant, including name, home address and telephone number, date of birth, social security number, salary, nationality, job title, ownership interests or directorships held in the Corporation or its subsidiaries, and details of all restricted units or other equity awards or other entitlements to shares of common stock awarded, cancelled, exercised, vested or unvested (“Data”). The Participant further

understands that the Corporation and its subsidiaries will transfer Data among themselves as necessary for the purposes of implementation, administration and management of the Participant’s participation in the Plan, and that the Corporation and any of its subsidiaries may each further transfer Data to any third parties assisting the Corporation in the implementation, administration and management of the Plan. The Participant understands that these recipients may be located in the European Economic Area or elsewhere, such as the United States. The Participant hereby authorizes them to receive, possess, use, retain and transfer such Data as may be required for the administration of the Plan or the subsequent holding of shares of common stock on the Participant’s behalf, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer to a broker or other third party with whom the Participant may elect to deposit any shares of common stock acquired under the Plan. The Participant may, at any time, view such Data or require any necessary amendments to it.


By:		L-3 COMMUNICATIONS HOLDINGS, INC.

		/s/ Michael T. Strianese
		Michael T. Strianese
		President and Chief Executive Officer

		/s/ Steven M. Post
		Steven M. Post
		Senior Vice President, General Counsel and
		Corporate Secretary

Acknowledged and Agreed

as of the date first written above:

Participant Signature

EX-10.6

Exhibit 10.6

EXECUTION COPY

PROFESSIONAL SERVICES AGREEMENT

WHEREAS, effective May 7, 2014, L-3 Communications Holdings Inc. (hereinafter “L-3”) and John P. White (hereinafter “Consultant”), desire to enter into a consulting agreement pursuant to which the Consultant will act as a consultant to L-3, on the terms and subject to the conditions set forth in this agreement:

NOW THEREFORE, in consideration for these premises, the parties agree as follows:

1.	ATTACHMENTS. Any Attachments to this Professional Services Agreement referenced herein are fully incorporated and form a part of this agreement (hereinafter, “Agreement”).

CONSULTING ARRANGEMENT. L-3 hereby retains the Consultant, and the Consultant hereby agrees to serve as a consultant to L-3, on the terms and subject to the conditions of this Agreement. The Consultant will, from time to time and at the request of L-3 upon reasonable advance notice, assist L-3, including by providing advice with respect to the business of L-3, its strategic business plan and such other matters as may be reasonably requested by L-3. It is understood that such consulting services shall be incidental to, and shall not interfere with, the other business activities and commitments of the Consultant which are permitted pursuant to Section 7 below. The Consultant shall not be required to travel, except at his convenience, in performing services hereunder. In addition, so long as the Consultant continues to provide consulting services pursuant to this Agreement, Consultant shall have the title “Director Emeritus of L-3”.

TERM OF AGREEMENT. This Agreement shall be effective upon execution hereof for a term of one year from the date hereof, and shall be renewable only upon the mutual written agreement of the parties. This Agreement and Consultant’s retention hereunder may be terminated by either party on 30 days advance written notice. In the event of a termination of the consulting term for any reason, neither L-3 nor the Consultant shall have any further obligations hereunder.

4.	COMPENSATION.

4.1.

The Consultant’s compensation for his services will consist of an annual retainer of $225,000. The annual retainer is payable quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, beginning on August 1, 2014, provided that the Agreement has not been terminated prior to the applicable payment date.

4.2.

Consultant shall be responsible for taxes based upon Consultant’s income or any Federal, State or local employment taxes assessed to Consultant.

REIMBURSABLE EXPENSES. L-3 shall reimburse Consultant for reasonable and documented out of pocket expenses incurred for meals, lodging, and travel, as set forth in Attachment A and for which funding has been previously authorized as part of an assigned task. Consultant shall invoice L-3 for actual, substantiated out of pocket expenses and L-3 shall pay Consultant net thirty (30) days after receipt of an undisputed invoice.

6.	WARRANTIES AND INDEMNITY. Consultant warrants the services provided to L-3 will be performed in a professional and competent manner.

CONFIDENTIAL INFORMATION; NON-COMPETITION UNDERTAKING; ENGAGEMENTS WITH THIRD PARTIES. Consultant shall maintain proprietary, confidential and secret all L-3 information which may be disclosed to Consultant as being proprietary, confidential and secret in nature, and Consultant shall not disclose this information to any other person (including L-3 employees in any other division, group, or entity), firm, or corporation. Consultant shall also maintain as confidential the “know-how” and future plans of L-3 relating to the fields of endeavor in which Consultant performs investigations, evaluations, and services for L-3, as well as the nature of certain work projects to which Consultant is exposed, and the identity of persons working on those projects. If, in connection with its performance, Consultant discloses to L-3 any ideas, developments, or suggestions conceived or actually reduced to practice by Consultant prior to its performance hereunder, no relationship, proprietary or otherwise, express or implied, is established with L-3 by the disclosure, no obligation of any kind is assumed by, nor may be implied against L-3, unless a separate written contract regarding the subject of disclosure is consummated by the parties, and then the obligation shall be only as expressed in the separate contract.

7.1.

Consultant agrees to refrain from making any disparaging or derogatory remarks, comments or publications regarding L-3 or any of its affiliates, predecessors or successors or any of their respective officers, directors, employees, products or services.

7.2.

Consultant hereby agrees that during the term of this Agreement and the 12- month period immediately thereafter, without the prior written consent of L-3, (i) he or she will not, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, lender or employee or in any other capacity, carry on, be engaged in or have any financial interest in, any (a) entity which is in Competition with the business of L-3 or (b) Competitive Activity and (ii) he or she shall not, on his or her own behalf or on behalf of any person, firm or company, directly or indirectly, solicit or offer employment to any person who is or has been employed by L-3 at any time during the twelve (12) months immediately preceding such solicitation. For purposes of this Section 7.2: (A) an entity shall be deemed to be in “Competition” with L-3 if it is principally involved in the purchase, sale or other dealing in any property or the rendering of any service purchased, sold, dealt in or rendered by L-3 as a part of the business of L-3 within the same geographic area in which L-3 effects such sales or dealings or renders such services at the Relevant Date; and (B) “Competitive Activity” shall mean any business into which L-3 has taken substantial steps to engage, as of the Relevant Date, which would be deemed to be in Competition with the business of L-3 if such steps had been completed prior to the Relevant Date; and

(C) the term “Relevant Date” shall mean each date during the term of this Agreement through (and including) the effective date of termination of this Agreement. Notwithstanding the foregoing, nothing contained in this Section 7.2 shall (x) prohibit Consultant from serving as an officer, employee or independent consultant of any business unit or subsidiary which would not otherwise be in Competition with L-3 or a Competitive Activity, but which business unit is a part of, or which subsidiary is controlled by, or under common control with, an entity that would be in competition with L-3, so long as Consultant does not engage in any activity which is in Competition with any business of L-3 or is otherwise a Competitive Activity or (y) be construed so as to preclude Consultant from investing in any publicly or privately held company, provided Consultant’s beneficial ownership of any class of such company’s securities does not exceed 5% of the outstanding securities of such class.

7.3.

The parties hereto agree that the provisions of Section 7.2 are reasonable. If a court determines, however, that any provision of Section 7.2 is unreasonable, either in period of time, geographical area or otherwise, then the parties hereto agree that the provisions of Section 7.2 should be interpreted and enforced to the maximum extent which such court deems reasonable.

7.4.

Subject to Section 7.2, Consultant shall have the right to accept employment and/or perform consulting work for one or more third parties, so long as such employment or work does not impair his ability to perform his responsibilities hereunder.

8.	NOTICES. Written notice shall be sent to the parties by hand, by overnight carrier or by U.S. certified mail at the following address:

L-3 Communications Corporation

600 Third Avenue

New York, New York 10016

Attention: General Counsel

John P. White

9100 Belvoir Woods Parkway/Unit A214

Fort Belvoir, VA 22060-2714

9.	CONFLICTING AGREEMENTS. Consultant warrants that it is not a party to any other existing agreement which would prevent Consultant from entering into this Agreement or which would adversely affect this Agreement.

10.

INDEPENDENT CONTRACTOR. It is understood and agreed that Consultant shall be acting as an independent contractor and not as an agent or employee of L-3. Accordingly, the Consultant assumes all risks and hazards encountered in its performance of this agreement. Consultant shall not have the power or authority to create or modify any binding obligation or agreement on behalf of L-3, and Consultant shall not represent to any third party that he or she has such power or authority. Consultant acknowledges that he or she shall not participate in (and shall not receive any benefits or awards under) any L-3 employee benefit plans by virtue of this agreement.

11.

TERMINATION. The provisions of Sections 6, 7, and 14 shall survive termination of this Agreement.

12.

ETHICAL CONDUCT. It is acknowledged that any payment, gift, tip, meal, transportation, entertainment or other benefit or promise of a benefit provided to or paid for a U.S. Government employee by the Consultant other than pursuant to the limited authorized exceptions in the appropriate agency internal standard of conduct, is prohibited, whether or not the situation involved pertains to L-3 business.

It is further acknowledged that when acting on behalf of L-3, the Consultant shall neither seek nor receive information from non-L-3 sources which could compromise L-3’s code of ethical conduct and associated policies, or the policies of the U.S. Government. If the Consultant comes into possession of information which is not appropriate for L-3 to possess under either L-3’s code of ethical conduct or the U.S. Government policies, the Consultant will not reveal such information to L-3.

The Consultant agrees to comply fully with the procurement integrity provisions of the Office of Federal Procurement Policy Act (Procurement Integrity Act) and all regulations issued thereunder. Further, the Consultant agrees that it will execute such certifications as are required by L-3 or the Procurement Integrity Act and regulations issued thereunder regarding the Consultant’s compliance therewith.

13.

ACCESS TO L-3 FACILITIES. Consultant’s use and access to any applicable facility shall be subject to all L-3’s security, traffic, smoke free environment restrictions, as well as any other L-3 rules and regulations, and any and all other reasonable restrictions which L-3 may impose from time to time. Access may be limited to L-3’s normal hours of operations (excluding holidays and shutdown periods, if any). L-3 may limit or deny access to any other Consultant representatives.

14.

GENERAL.

14.1.

ASSIGNMENT OF SERVICES AGREEMENT. The Consultant may not assign any of its rights or obligations hereunder without the prior written consent of L-3. L-3 may assign its rights and obligations under this Agreement to any subsidiary, affiliate or successor in interest of L-3 without the consent of the Consultant. The Consultant shall be provided with written notice of such assignment. In all such cases, the assignment of this Agreement and the assumption of the rights and obligations thereunder shall be at no additional cost to L-3.

14.2.

FORCE MAJEURE. Neither party shall be liable for any delays resulting from acts of God, strikes, riots, acts of war, epidemics, or governmental regulations.

14.3.

NO PUBLICITY. Neither party hereto shall, without securing written consent of the other party, publicly announce the existence of this Agreement or advertise or release any publicity in regard thereto, except that L-3 and Consultant may publicly file and otherwise disclose the terms of this Agreement to extent required by law or regulation, including in proxy statements and periodic reports filed with the Securities and Exchange Commission.

14.4.

BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of L-3 and shall be binding upon and inure to the benefit of Consultant’s heirs, legal representatives, successors, and assigns.

14.5.

GOVERNING LAW; WAIVER OF JURY TRIAL. The validity, performance, and construction of this Agreement shall be governed by the laws of the State of New York without regard to principles of conflicts of law. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY SUIT, LITIGATION, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.6.

SEVERABILITY. If any of the provisions or portions of this Agreement are invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.

14.7.

ASSIGNMENT. Except as otherwise provided in this Agreement, including, without limitation, Section 14.1, neither party shall assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party hereto, which assignment shall not be unreasonably withheld, and any such attempted assignment shall be void.

14.8.

MERGER OF AGREEMENT. This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof, and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof, and no representations or statements of any kind made by any representative of Consultant or L-3, which are not stated in this Agreement, shall be binding on Consultant or L-3. No addition to or modification of any provision of this Agreement shall be binding upon Consultant or L-3 unless made in writing and signed by the respective duly authorized representatives of Consultant and L-3.

14.9.

EQUITABLE RELIEF. Consultant acknowledges and agrees that money damages would not be an adequate remedy for any breach of his or her agreements contained in Section 7 hereof, and that in addition to any other remedies available to L-3, L-3 shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the agreements contained in such Section.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed on its behalf by its duly authorized representative.

Dated: May 7, 2014


L-3 COMMUNICATIONS CORPORATION

By:		/s/ Michael T. Strianese
Name:		Michael T. Strianese
Title:		Chairman, President and Chief
		Executive Officer

By:		/s/ John P. White
Name:		John P. White

ATTACHMENT A

TRAVEL & REIMBURSABLE EXPENSES

Consultant will comply with the following practices when billing for direct out-of-pocket expenses.

Air transportation expenses: All approved travel should be booked using L-3’s Travel Service to minimize costs. L-3 will reimburse for first-class fares on domestic flights and business-class fares for international travel (first class is reimbursable for international travel only when approved in advance by L-3 Senior Management). Trips should also be booked as far in advance as possible to qualify for special air fare promotions and discount fares.

2.	Lodging expense: Consultant should coordinate with the L-3 contact designated in the applicable SOW, to identify hotels with whom L-3 has negotiated special rates, or when such accommodations are not available, use hotels where corporate discounts are offered.

Meal expenses: The reasonable cost of meals on overnight trips is allowed while traveling on L-3’s behalf. When dining with L-3 employees, separate checks should be requested. Entertainment, such as theater tickets and hotel room movies, are personal expenses, and are not reimbursable. Expenses for meals and other entertainment provided to L-3 employees are not reimbursable. Meals pertaining to travel on one-day trips that meet or exceed a 55 mile radius will be reimbursed by L-3.

4.	Alcoholic beverages: Alcoholic beverage costs are not reimbursable under normal business expenses. It could be covered under rare cases if approved by L-3 Senior Management. In those cases, all alcoholic beverage expenses will be listed separately as entertaining expense.

Tips: Tips are an acceptable expense if they represent customary and reasonable amounts for meals, porter, taxi, or similar services. Tips for meals must be included in the meal cost and tips for the ground transportation must be included in transportation costs. Tips to porters, bellhops, etc. should be listed as miscellaneous travel.

6.	Laundry expense: Charges for laundry are reimbursable by L-3 if the trip exceeds four (4) days.

Car rental: In the U.S., compact cars will be rented when available, and comparable models will be rented when traveling internationally. All optional insurance for rental cars while on L-3 business in the U.S. and Canada, are not reimbursable. Optional collision insurance purchased internationally is acceptable where obligatory. Fines for parking or traffic violations are not reimbursable expenses whether incurred in a rental car or while using one’s personal automobile for L-3 business.

8.	Local travel: The approved reimbursement rate for use of one’s personal automobile for L-3’s business is the maximum amount allowed by current IRS regulations. Local travel between the Consultant and L-3 as a normal part of doing business is not reimbursable.

A-1

Telephone expense: L-3 allows reasonable and customary personal telephone expenses while traveling (called safe arrival or time of departure calls NTE $10-$20). In those instances where approved business calls are charged to a personal telephone, the original bill must be submitted with an explanation for each call. L-3/IS will not be responsible for the entire phone bill or wireless service or personal internet access.

10.

Expense statements: Expense Statements, when traveling on L-3’s behalf, should contain information pertaining to only one (1) trip and must be prepared on a timely basis. Original copies of airline tickets, itinerary and hotel charges, car rentals and other expense in excess of twenty-five dollars ($25.00) must be included.

A-2

EX-12

Exhibit 12

L-3 Communications Holdings, Inc.

and L-3 Communications Corporation

Ratio of Earnings to Fixed Charges


	First Half Ended June 27, 2014
	($ in millions)
Earnings:
Income before income taxes	$	452
Net income attributable to noncontrolling interests		(6	)

Income before income taxes after noncontrolling interests	$	446
Add:
Interest expense		79
Amortization of debt expense		3
Interest component of rent expense		25

Earnings	$	553

Fixed charges:
Interest expense		79
Amortization of debt expense		3
Interest component of rent expense		25

Fixed charges	$	107

Ratio of earnings to fixed charges		5.2	x

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael T. Strianese, certify that:

1.	I have reviewed this report on Form 10-Q for the quarter ended June 27, 2014 of L-3 Communications Holdings, Inc. and L-3 Communications Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5.	The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: October 10, 2014

/s/ Michael T. Strianese

Michael T. Strianese

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Ralph G. D’Ambrosio, certify that:

1.	I have reviewed this report on Form 10-Q for the quarter ended June 27, 2014 of L-3 Communications Holdings, Inc. and L-3 Communications Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

5.	The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: October 10, 2014

/s/ Ralph G. D’Ambrosio

Ralph G. D’Ambrosio

Senior Vice President and Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of L-3 Communications Holdings, Inc. (“L-3 Holdings”) and L-3 Communications Corporation (“L-3 Communications”; together with L-3 Holdings referred to as “L-3”) on Form 10-Q for the quarter ended June 27, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Michael T. Strianese, Chairman, President and Chief Executive Officer and Ralph G. D’Ambrosio, Senior Vice President and Chief Financial Officer, in each case, of L-3 Holdings and L-3 Communications, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of L-3.

Date: October 10, 2014


/s/ Michael T. Strianese				/s/ Ralph G. D’Ambrosio
Michael T. Strianese				Ralph G. D’Ambrosio
Chairman, President and Chief Executive Officer				Senior Vice President and Chief Financial Officer

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