L 3 COMMUNICATIONS HOLDINGS INC, 424B1, 1998-05-20

L 3 COMMUNICATIONS HOLDINGS INC
424B1, 1998-05-20
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>

PROSPECTUS
6,000,000 SHARES

[L-3 COMMUNICATIONS LOGO]

L-3 COMMUNICATIONS HOLDINGS, INC.
COMMON STOCK
----------------
All of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), of L-3 Communications Holdings, Inc. ("Holdings") offered hereby are
being sold by Holdings. Of the 6,000,000 shares of Common Stock offered hereby,
4,800,000 shares are initially being offered in the United States and Canada by
the U.S. Underwriters (the "U.S. Offering") and 1,200,000 shares are initially
being offered outside the United States and Canada by the International
Managers (the "International Offering" and, together with the U.S. Offering,
the "Common Stock Offering"). See "Underwriting". The initial public offering
price and underwriting discounts and commissions are identical for both the
U.S. Offering and the International Offering. The closing of the International
Offering is a condition to the closing of the U.S. Offering.

Prior to the Common Stock Offering, there has been no public market for
the Common Stock of Holdings. See "Underwriting" for a discussion of factors
considered in determining the initial public offering price. The Common Stock
has been approved for listing, subject to notice of issuance, on the New York
Stock Exchange (the "NYSE") under the symbol LLL.

Concurrently with the Common Stock Offering, L-3 Communications
Corporation, a wholly-owned subsidiary of Holdings, is publicly offering (the
"Notes Offering" and, together with the Common Stock Offering, the "Offerings")
$180.0 million aggregate principal amount of its 8 1/2% Senior Subordinated
Notes due 2008 (the "Notes"). Prior to the consummation of the Common Stock
Offering, affiliates of Lehman Brothers Inc. own 49.0% of the outstanding
Common Stock of Holdings. See "Ownership of Capital Stock".
----------------
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
---------------- ------------------------ ----------------
<S> <C> <C> <C>
Per Share ......... $ 22.00 $ 1.54 $ 20.46
- -------------------- ------------ ---------- ------------
Total(3) .......... $132,000,000 $9,240,000 $122,760,000
</TABLE>

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(1) Holdings has agreed to indemnify the U.S. Underwriters and the
International Managers (together, the "Underwriters") against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting".

(2) Before deducting expenses payable by Holdings estimated at $1,560,000.

(3) Holdings has granted to the U.S. Underwriters a 30-day option to purchase
up to an additional 900,000 shares of Common Stock, solely to cover
over-allotments, if any. If the U.S. Underwriters exercise the option in
full, the Price to Public will total $151,800,000, the Underwriting
Discounts and Commissions will total $10,626,000 and the Proceeds to
Company will total $141,174,000. See "Underwriting".
------------------
The shares of Common Stock offered by this Prospectus are offered by the
U.S. Underwriters named herein subject to prior sale, to withdrawal,
cancellation or modification of the offer without notice, to delivery to and
acceptance by the U.S. Underwriters and to certain other conditions. It is
expected that delivery of the certificates for the shares of Common Stock will
be made at the offices of Lehman Brothers Inc., New York, New York on or about
May 22, 1998.
------------------
LEHMAN BROTHERS

BEAR, STEARNS & CO. INC.
CREDIT SUISSE FIRST BOSTON
MORGAN STANLEY DEAN WITTER
C.E. UNTERBERG, TOWBIN

May 18, 1998
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Photographs of L-3's products, including the aviation recorder, cockpit
display, Narda catalog, dipping sonar, secure terminal equipment, telemetry
system, satellite transmission systems, explosive detection systems, human
patient simulator and fixed wireless loop equipment.

L-3 Communications

L-3 is well positioned for the future

Experienced management team Strong performance record
Favorable business mix Solid financial structure
Positive industry dynamics Emerging commercial technologies
Leading market positions
<PAGE>

CERTAIN PERSONS PARTICIPATING IN THE COMMON STOCK OFFERING MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
COMMON STOCK, INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS OR
THE IMPOSITION OF PENALTY BIDS. FOR A DISCUSSION OF THESE ACTIVITIES, SEE
"UNDERWRITING".

AVAILABLE INFORMATION

Holdings has filed with the Commission a Registration Statement on Form
S-1 (together with all amendments, exhibits, schedules and supplements thereto,
the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock being offered
hereby. This Prospectus, which forms a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement. For
further information with respect to Holdings and the Common Stock, reference is
made to the Registration Statement. Statements contained in this Prospectus as
to the contents of any contract or other document are not necessarily complete,
and, where such contract or other document is an exhibit to the Registration
Statement, each such statement is qualified by the provisions in such exhibit,
to which reference is hereby made. As a result of the offering of the Common
Stock, Holdings will become subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, will file reports and other information with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement, such reports and other information can be inspected and copied at
the Public Reference Section of the Commission located at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at regional public
reference facilities maintained by the Commission located at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material,
including copies of all or any portion of the Registration Statement, can be
obtained from the Public Reference Section of the Commission at prescribed
rates. Such material may also be accessed electronically by means of the
Commission's home page on the Internet (http://www.sec.gov). Following the
Common Stock Offering, Holdings' future public filings are expected to be
available for inspection at the office of the NYSE, 20 Broad Street, New York,
New York 10005.

i
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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus. As
used in this Prospectus, unless the context requires otherwise: (i) "Holdings"
means L-3 Communications Holdings, Inc., (ii) "L-3" or the "Company" means
Holdings, its wholly-owned operating subsidiary, L-3 Communications
Corporation, their predecessors, and the businesses acquired in the 1998
Acquisitions, (iii) "L-3 Communications" means L-3 Communications Corporation,
(iv) "L-3 Acquisition" means the purchase of the Company from Lockheed Martin
Corporation in April 1997 described under "-- History", (v) "1998 Acquisitions"
means the recently completed acquisitions of STS, ILEX and Ocean Systems
described under "-- Recent Developments" and (vi) unless otherwise indicated,
"pro forma" financial data reflect the L-3 Acquisition, the 1998 Acquisitions
and the Offerings as if such transactions had occurred in the beginning of the
period indicated.

THE COMPANY

L-3 is a leading merchant supplier of sophisticated secure communication
systems and specialized communication products including secure, high data rate
communication systems, microwave components, avionics and ocean systems, and
telemetry, instrumentation and space products. These systems and products are
critical elements of virtually all major communication, command and control,
intelligence gathering and space systems. The Company's systems and specialized
products are used to connect a variety of airborne, space, ground- and
sea-based communication systems and are incorporated into the transmission,
processing, recording, monitoring and dissemination functions of these
communication systems. The Company's customers include the U.S. Department of
Defense (the "DoD"), selected U.S. government (the "Government") intelligence
agencies, major aerospace/defense prime contractors, foreign governments and
commercial customers. In 1997, L-3 had pro forma sales of $894.0 million and
pro forma EBITDA (as defined in footnote 5 under "Selected Financial
Information") of $95.1 million. The Company's pro forma funded backlog as of
December 31, 1997 was $638.1 million. These results reflect internal growth as
well as the execution of the Company's strategy of acquiring businesses that
complement or extend L-3's product lines.

The Company's business areas enjoy proprietary technologies and
capabilities and have leading positions in their respective primary markets.
Management has organized the Company's operations into two primary business
areas: Secure Communication Systems and Specialized Communication Products. In
1997, the Secure Communication Systems and Specialized Communication Products
business areas generated approximately $456.0 million and $438.0 million of pro
forma sales, respectively, and $52.3 million and $42.8 million of pro forma
EBITDA, respectively. In addition, the Company is seeking to expand its
products and technologies in commercial markets. See "--Emerging Commercial
Products" below.

SECURE COMMUNICATION SYSTEMS. L-3 is the established leader in secure,
high data rate communications in support of military and other national agency
reconnaissance and surveillance applications. The Company's Secure
Communication Systems operations are located in Salt Lake City, Utah, Camden,
New Jersey and Shrewsbury, New Jersey. These operations are predominantly cost
plus, sole source contractors supporting long-term programs for the U.S. Armed
Forces and classified customers. The Company's major secure communication
programs and systems include: secure data links for airborne, satellite,
ground- and sea-based information collection and transmission; strategic and
tactical signal intelligence systems that detect, collect, identify, analyze
and disseminate information and related support contracts for military and
national agency intelligence efforts; as well as secure telephone and network
equipment. The Company believes that it has developed virtually every high
bandwidth data link used by the military for surveillance and reconnaissance in
operation today. L-3 is also a leading supplier of communication software
support services to military and related government intelligence markets. In
addition to these core Government programs, L-3 is leveraging its technology
base by

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expanding into related commercial communication equipment markets, including
applying its high data rate communications and archiving technology to the
medical image archiving market and its wireless communication expertise to
develop local wireless loop telecommunications equipment.

SPECIALIZED COMMUNICATION PRODUCTS. This business area includes (i)
Microwave Components, (ii) Avionics and Ocean Systems and (iii) Telemetry,
Instrumentation and Space Products operations of the Company.

Microwave Components. L-3 is the preeminent worldwide supplier of
commercial off-the-shelf, high performance microwave components and frequency
monitoring equipment. L-3's microwave products are sold under the
industry-recognized Narda brand name through a standard catalog to wireless,
industrial and military communication markets. L-3 also provides
state-of-the-art communication components including channel amplifiers and
frequency filters for the commercial communications satellite market.
Approximately 76% of Microwave Components sales is made to commercial
customers, including Loral Space & Communications, Ltd., Motorola, Inc.
("Motorola"), Lucent Technologies Inc. ("Lucent"), AT&T Corp. ("AT&T") and
Lockheed Martin Corporation ("Lockheed Martin").

Avionics and Ocean Systems. Avionics and Ocean Systems include the
Company's Aviation Recorders, Display Systems, Antenna Systems and Acoustic
Undersea Warfare Systems operations. L-3 is the world's leading manufacturer of
commercial cockpit voice and flight data recorders ("black boxes"). These
recorders are sold under the Fairchild brand name both on an original equipment
manufacturer ("OEM") basis to aircraft manufacturers as well as directly to the
world's major airlines for their existing fleets of aircraft. L-3's aviation
recorders are also installed on military transport aircraft throughout the
world. L-3 provides military and high-end commercial displays for use on a
number of DoD programs including the F-14, V-22, F-117 and E-2C. Further, L-3
manufactures high performance surveillance antennas and related equipment for
U.S. Air Force, U.S. Army and U.S. Navy aircraft including the F-15, F-16,
AWACS, E-2C and B-2, as well as the U.K.'s maritime patrol aircraft. L-3 is
also one of the world's leading product suppliers of acoustic undersea warfare
systems and airborne dipping sonar systems to the U.S. and over 20 foreign
navies.

Telemetry, Instrumentation and Space Products. The Company's Telemetry,
Instrumentation and Space Products operations develop and manufacture
commercial off-the-shelf, real-time data collection and transmission products
and components for missile, aircraft and space-based electronic systems. These
products are used to gather flight parameter data and other critical
information and transmit it from air or space to the ground. Telemetry products
are also used for range safety and training applications to simulate
battlefield situations. L-3 is also a leading global satellite communications
systems and services provider offering systems and services used in satellite
transmission of voice, video and data.

EMERGING COMMERCIAL PRODUCTS. Building upon its core technical expertise
and capabilities, the Company is seeking to expand into several closely aligned
commercial business areas and applications. Emerging Commercial Products
currently include the following three niche markets: (i) medical archiving and
simulation systems; (ii) local wireless loop telecommunications equipment; and
(iii) airport security equipment. These commercial products were developed
based on technology used in the Company's military businesses with relatively
small incremental financial investments. The Company is applying its technical
capabilities in high data rate communications and archiving technology
developed in its Secure Communication Systems business area to the medical
image archiving market jointly with the General Electric Company's ("GE")
medical systems business ("GE Medical Systems"). Based on secure, high data
rate communication technology also developed in its Secure Communication
Systems business area, the Company has developed local wireless loop
telecommunications equipment that is primarily designed for emerging market
countries and rural areas where voice and data communication infrastructure is
inadequate or non-existent. L-3 has completed the development phase for the
local wireless loop telecommunications equipment and made its initial shipment
in January 1998. In addition, the Federal Aviation Administration (the "FAA")
has awarded the Company a development contract for next

2
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generation airport security equipment for explosive detection. L-3 has shipped
two prototype test units and FAA certification testing commenced in the first
quarter of 1998. To date, revenues generated from L-3's Emerging Commercial
Products have not been, in the aggregate, material to the Company.

INDUSTRY OVERVIEW

The defense industry has recently undergone significant changes
precipitated by ongoing federal budget pressures and new roles and missions to
reflect changing strategic and tactical threats. Since the mid-1980's, the
overall U.S. defense budget has declined in real dollars. In response, the DoD
has focused its resources on enhancing its military readiness, joint operations
and digital command and control communications by incorporating advanced
electronics to improve the performance, reduce operating cost and extend the
life expectancy of its existing and future platforms. The emphasis on system
interoperability, force multipliers and providing battlefield commanders with
real-time data is increasing the electronics content of nearly all of the major
military procurement and research programs. As a result, the DoD's budget for
communications and defense electronics is expected to grow. According to
Federal Sources, an independent private consulting group, the defense budget
for command, control, communications and intelligence ("C3I") is expected to
increase from $31.0 billion in the fiscal year ended September 30, 1997 to
$42.0 billion in the fiscal year ended September 30, 2002, a compound annual
growth rate of 6.3%.

The industry has also undergone dramatic consolidation resulting in the
emergence of three dominant prime system contractors (The Boeing Company
("Boeing"), Lockheed Martin and Raytheon Company ("Raytheon")). One outgrowth
of this consolidation among the remaining major prime contractors is their
desire to limit purchases of products and sub-systems from one another.
However, there are numerous essential products, components and systems that are
not economical for the major prime contractors to design, develop or
manufacture for their own internal use which creates opportunities for merchant
suppliers such as L-3. As the prime contractors continue to evaluate their core
competencies and competitive position, focusing their resources on larger
programs and platforms, the Company expects the prime contractors to continue
to exit non-strategic business areas and procure these needed elements on more
favorable terms from independent, commercially oriented merchant suppliers.
Recent examples of this trend include divestitures of certain non-core
businesses by AlliedSignal Inc. ("AlliedSignal"), Ceridian Corporation
("Ceridian"), Lockheed Martin and Raytheon.

The prime contractors' focus on cost control is also driving increased use
of commercial off-the-shelf products for upgrades of existing systems and in
new systems. The Company believes the prime contractors will continue to be
under pressure to reduce their costs and will increasingly seek to focus their
resources and capabilities on major systems, turning to commercially oriented
merchant suppliers to produce sub-systems, components and products. Going
forward, successful merchant suppliers will use their resources to complement
and support, rather than compete with the prime contractors. L-3 anticipates
the relationship between the major prime contractors and their primary
suppliers will, as in the automotive and commercial aircraft industry, develop
into critical partnerships encompassing increasingly greater outsourcing of
non-core products and systems by the prime contractors to their key merchant
suppliers and increasing supplier participation in the development of future
programs. Early involvement in the upgrading of existing systems and the design
and engineering of new systems incorporating these outsourced products will
provide merchant suppliers, including the Company, with a competitive advantage
in securing new business and provide the prime contractors with significant
cost reduction opportunities through coordination of the design, development
and manufacturing processes.

BUSINESS STRATEGY

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base and favorable mix of cost plus to fixed price contracts to enhance its
profitability and to establish itself as the premier merchant supplier of
communication systems and products to the major prime contractors in the
aerospace/defense industry as well as the Government. The Company's strategy to
continue to achieve its objectives includes:

o EXPAND MERCHANT SUPPLIER RELATIONSHIPS. Management has developed
strong relationships with virtually all of the prime contractors, the DoD
and other major government agencies, enabling L-3 to identify business
opportunities and anticipate customer needs. As an independent merchant
supplier, the Company anticipates its growth will be driven by expanding
its share of existing programs and by participating in new programs.
Management identifies opportunities where it believes it will be able to
use its strong relationships to increase its business presence and allow
its customers to reduce their costs. The Company also expects to benefit
from increased outsourcing by prime contractors who in the past may have
limited their purchases to captive suppliers and who are now expected to
view L-3's capabilities on a more favorable basis given its status as an
independent company. L-3's independent status positions it to be the
desired merchant supplier to multiple bidders on prime contract bids. As an
example of the Company's merchant supplier strategy, L-3 equipment is
included in all three prime contractor bids for the Airborne Standoff Radar
("ASTOR") program in the United Kingdom and both prime contractor bids for
the DoD's Joint Air Surface Standoff Missile ("JASSM") program.

o SUPPORT CUSTOMER REQUIREMENTS. A significant portion of L-3's sales
are derived from high-priority, long-term programs and from programs for
which the Company has been the incumbent supplier, and in many cases acted
as the sole provider, over many years. Approximately 65% of the Company's
total pro forma 1997 sales were generated from sole source contracts. L-3's
customer satisfaction and excellent performance record are evidenced by its
performance-based award fees exceeding 90% on average over the past two
years. Management believes prime contractors will increasingly award
long-term, sole source, outsourcing contracts to the merchant supplier they
believe is most capable on the basis of quality, responsiveness, design,
engineering and program management support as well as cost. Reflecting
L-3's strong competitive position, the Company (excluding the 1998
Acquisitions) has experienced a contract award win rate in 1997 in excess
of 60% on new competitive contracts for which it competes and in excess of
90% on contracts for which it is the incumbent. The Company intends to
continue to align its research and development, manufacturing and new
business efforts to complement its customers' requirements and provide
state-of-the-art products.

o ENHANCE OPERATING MARGINS. Since the L-3 Acquisition in April 1997,
management has reduced corporate administrative and facilities expenses,
increased sales and improved competitive contract award win rates.
Enhancement of operating margins was primarily due to efficient management
and elimination of significant corporate expense allocations which existed
prior to the L-3 Acquisition. Pro forma EBITDA (excluding the 1998
Acquisitions) as a percentage of sales improved from 12.5% in 1996 to 13.4%
in 1997. Management intends to continue to enhance its operating
performance by reducing overhead expenses, continuing consolidation and
increasing productivity.

o LEVERAGE TECHNICAL AND MARKET LEADERSHIP POSITIONS. L-3 has developed
strong, proprietary technical capabilities that have enabled it to capture
a number one or two market position in most of its key business areas,
including secure, high data rate communications systems, solid state
aviation recorders, telemetry, instrumentation and space products, advanced
antenna systems and high performance microwave components. Over the past
three years, the Company, on a pro forma basis, has invested over $150.0
million in Company-sponsored independent research and development,
including bid and proposal costs, in addition to making substantial
investments in its technical and manufacturing resources. Further, the
Company has a highly skilled workforce including approximately 2,000
engineers. Management is applying the Company's technical expertise and
capabilities into several closely aligned commercial business areas and
applications, such as medical imaging archive management, wireless
telephony and airport security equipment and will continue to explore other
similar commercial opportunities.

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o MAINTAIN DIVERSIFIED BUSINESS MIX. The Company enjoys a diverse
business mix with a limited program exposure, a favorable balance of cost
plus and fixed price contracts, a significant sole source follow-on
business and an attractive customer profile. The Company's largest program,
representing 13% of 1997 pro forma sales, is a long-term, sole source, cost
plus contract for the U-2 Program. No other program represented more than
7% of pro forma 1997 sales. Further, the Company's pro forma sales mix of
contracts in 1997 was 36% cost plus and 64% fixed price, providing the
Company with a favorable mix of predictable profitability (cost plus) and
higher margin (fixed price) business. L-3 also enjoys an attractive
customer mix of defense and commercial business, with DoD related sales
accounting for 62% and commercial and federal (non-DoD) sales accounting
for 38% of 1997 pro forma sales. The Company intends to leverage this
favorable business profile to expand its merchant supplier business base.

o CAPITALIZE ON STRATEGIC ACQUISITION OPPORTUNITIES. Recent industry
consolidation has essentially eliminated traditional middle-tier
aerospace/defense companies. This level of consolidation is now beginning
to draw the concern of the DoD and federal anti-trust regulators. In 1997,
a number of mezzanine companies were sold: Computing Devices International
division of Ceridian to General Dynamics Corp. ("General Dynamics"), Kaman
Sciences Corp. ("Kaman Sciences") to ITT Industries, Inc. ("ITT"), BDM
International, Inc. ("BDM") to TRW Inc. ("TRW") and TASC Inc., a subsidiary
of Primark Corporation, to Litton Industries, Inc. ("Litton"). As a result,
the Company anticipates that the consolidation of the smaller participants
in the defense industry will create attractive complementary acquisition
candidates for L-3 in the future as these companies continue to evaluate
their core competencies and competitive position. L-3 intends to enhance
its existing product base through internal research and development efforts
as well as selective acquisitions and add new products to its product base
through acquisitions in areas synergistic with L-3's present technology.
The Company seeks to acquire potential targets with the following criteria:
(i) significant market position in its business area, (ii) product
offerings which complement and/or extend those of L-3 and (iii) positive
future growth and earnings prospects.

RECENT DEVELOPMENTS

Since the formation of the Company in April 1997, the Company has actively
pursued its acquisition strategy. The Company recently purchased the assets and
liabilities of three businesses described below which collectively comprise the
"1998 Acquisitions". The combined purchase price for the 1998 Acquisitions was
$146.4 million of cash, subject to certain post-closing adjustments, and in one
case certain additional consideration based on post-closing performance. The
Company has financed these acquisitions through the use of its existing cash
balances as well as through borrowings under the $375.0 million Senior Credit
Facilities (as defined). See "Description of Certain Indebtedness -- Senior
Credit Facilities." These three businesses complement and extend L-3's product
offerings.

Ocean Systems

On March 30, 1998, L-3 Communications purchased the assets of the Ocean
Systems business ("Ocean Systems") of AlliedSignal for $67.5 million in cash.
In 1997, Ocean Systems had sales of $73.0 million. Ocean Systems is one of the
world's leading products suppliers of acoustic undersea warfare systems, having
designed, manufactured and supported a broad range of compact, lightweight,
high performance acoustic systems for navies around the world for over 40
years. Ocean Systems is the leading products supplier of airborne dipping sonar
systems in the world with substantial market share of the sector and systems in
service with the U.S. and 20 foreign navies. Ocean Systems also produces
several sea systems products including towed array sonar, integrated
side-looking sonar, acoustic jammers, mine detection and torpedo defense
systems and supplies commercial navigation and hydrographic survey systems
worldwide. Ocean Systems is further supported by its ELAC Nautik GmbH ("ELAC")
operations located in Kiel, Germany. ELAC manufactures a broad range of naval
defense products including submarine, torpedo and navigation sonars as well as
survey and navigation systems for the

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commercial nautical products industry. Ocean Systems expands L-3's leading
products and capabilities into the undersea and anti-submarine warfare market
place.

ILEX Systems

On March 4, 1998, L-3 Communications purchased the assets of ILEX Systems
("ILEX") for $51.9 million in cash, subject to adjustment based on closing net
assets, plus additional consideration based on post-closing performance of
ILEX, which could include the issuance of up to 540,000 shares of Common Stock
over the next three years. In 1997, ILEX had sales of $63.5 million. ILEX is a
leading supplier of communication software support services to military and
related government intelligence markets. ILEX also provides environmental
consulting, software and systems engineering services and complementary
products to several commercial markets. ILEX complements L-3's Secure
Communication Systems business area by adding software expertise in critical
C3I programs and increasing the number of the Company's skilled workforce by
adding approximately 500 software system engineers and scientists.

Satellite Transmission Systems

On February 5, 1998, L-3 Communications purchased the assets of the
Satellite Transmission Systems division ("STS") of California Microwave, Inc.
for $27.0 million, subject to adjustment based on closing net assets. For the
fiscal year ended June 30, 1997, STS had sales of $68.0 million. STS is a
leading global satellite communications systems and services provider. Its
customers include foreign post, telephone and telegraph administrations,
domestic and international prime communications infrastructure contractors,
telecommunications and satellite service providers, broadcasters and
media-related companies, government agencies and large corporations. STS
expands L-3's ability to apply its products and provides networking capability
to L-3's wireless communications products business. STS also opens new
opportunities in broader, international markets.

The Company considers and executes strategic acquisitions on an ongoing
basis and may be evaluating acquisitions or engaged in acquisition negotiations
at any given time. As of the date hereof, the Company has completed, has
reached agreement on or is in discussions regarding certain acquisitions, in
addition to the 1998 Acquisitions, that are either individually or in the
aggregate not material to the financial condition or results of operations of
the Company.

HISTORY

Holdings and L-3 Communications were formed in April 1997 by Mr. Frank C.
Lanza, the former President and Chief Operating Officer of Loral Corporation
("Loral"), Mr. Robert V. LaPenta, the former Senior Vice President and
Controller of Loral (collectively, "Senior Management"), Lehman Brothers
Capital Partners III, L.P. and its affiliates (the "Lehman Partnership") and
Lockheed Martin to acquire (the "L-3 Acquisition") substantially all of the
assets and certain liabilities of (i) nine business units previously purchased
by Lockheed Martin as part of its acquisition of Loral in April 1996 (the
"Loral Acquired Businesses") and (ii) one business unit, Communication Systems
- -- East (formerly known as Communication Systems -- Camden), purchased by
Lockheed Martin as part of its acquisition of the aerospace business of GE ("GE
Aerospace") in April 1993 (collectively, the "Businesses"). L-3 Communications
is a wholly-owned subsidiary of Holdings. Prior to the consummation of the
Common Stock Offering, Messrs. Lanza and LaPenta and certain other members of
management collectively own 17.8%; the Lehman Partnership owns 49.0%; and
Lockheed Martin owns 33.2% of the outstanding capital stock of Holdings.

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THE COMMON STOCK OFFERING

<TABLE>
<S> <C>
Common Stock offered
U.S. Offering ......................... 4,800,000 shares
International Offering ................ 1,200,000 shares
Total .............................. 6,000,000 shares
Common Stock outstanding after the Common
Stock Offering ......................... 26,457,142 shares(1)
Use of proceeds ......................... The Company intends to use the net proceeds from the
Common Stock Offering, together with the net proceeds
from the Notes Offering, to repay a substantial portion
of its existing indebtedness under the Senior Credit
Facilities and for general corporate purposes, including
potential acquisitions. See "Use of Proceeds".
NYSE symbol ............................. LLL
Risk factors ............................ Prospective purchasers of the Common Stock offered
hereby should carefully consider the information set
forth under the caption "Risk Factors" and all other
information set forth in this Prospectus before making
any investment in the Common Stock.
</TABLE>

- ----------
(1) Assumes no exercise of the over-allotment option by the Underwriters and
excludes an aggregate of 3,798,673 shares of Common Stock reserved for
issuance under the 1997 Stock Option Plan. See "Management--Executive
Compensation" and "--Stock Option Plan".

CONCURRENT NOTES OFFERING

<TABLE>
<S> <C>
Notes Offering ......... L-3 Communications is concurrently offering to the
public $180.0 million aggregate principal amount of its
8 1/2% Senior Subordinated Notes due 2008.
</TABLE>

7
<PAGE>

SUMMARY UNAUDITED PRO FORMA FINANCIAL DATA AND HISTORICAL FINANCIAL DATA

The summary unaudited pro forma data as of March 31, 1998 and for the
three months ended March 31, 1998 and 1997 and for the year ended December 31,
1997 have been derived from, and should be read in conjunction with, the
unaudited pro forma condensed consolidated financial statements included
elsewhere herein. The unaudited pro forma statement of operations and other
data reflect the L-3 Acquisition, the 1998 Acquisitions and the Offerings as if
such transactions had occurred on January 1, 1997 for the statement of
operations and other data. The unaudited pro forma balance sheet data reflect
the Offerings as if they had occurred on March 31, 1998.

The summary historical consolidated (combined) financial data as of and
for the nine months ended December 31, 1997 and the years ended December 31,
1996, 1995 and 1994 and the three months ended March 31, 1997 have been derived
from the audited financial statements for the respective periods. The summary
consolidated (combined) financial data as of and for the three months ended
March 31, 1998 have been derived from the unaudited condensed consolidated
financial statements of the Company. In the opinion of the Company's
management, such unaudited financial statements reflect all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation of the results for the interim periods presented. The results of
operations for the three months ended March 31, 1998 are not necessarily
indicative of results for the full year.

The summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated (Combined) Financial Statements of the Company
(Predecessor Company) and the Combined Financial Statements of the Loral
Acquired Businesses included elsewhere herein. Prior to April 1, 1996, the
Predecessor Company was only comprised of Communication Systems -- East.

<TABLE>
<CAPTION>
COMPANY
-----------------------------------------------------------
NINE
THREE MONTHS ENDED YEAR ENDED MONTHS
MARCH 31, 1998 DECEMBER 31, ENDED
--------------------------- 1997 DEC. 31,(1)
PRO FORMA HISTORICAL PRO FORMA 1997
-------------- ------------ -------------- ----------------
(in millions, except per share data)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales ....................................... $ 207.3 $ 186.6 $ 894.0 $ 546.5
Operating income ............................ 11.1 14.1 58.4 51.5(4)
Interest expense, net(5) .................... 11.3 9.8 45.2 28.5
Provision (benefit) for income taxes(5) ..... 0.4 1.7 3.7 10.7
Net income (loss) ........................... (0.6) 2.6 9.5 12.3(4)
Net income (loss) per share
Basic ...................................... $ (0.02) $ 0.13 $ 0.37 $ 0.62(4)
Diluted .................................... (0.02) 0.13 0.35 0.61(4)
Weighted average number of shares
outstanding
Basic ...................................... 26.2 20.2 26.0 20.0
Diluted .................................... 27.3 20.8 26.8 20.0
BALANCE SHEET DATA:
Working capital ............................. $ 187.5 $ 92.6 $ 131.8
Total assets ................................ 977.5 880.4 703.4
Long-term debt .............................. 439.4 459.6 392.0
Invested equity .............................
Shareholders' equity ........................ 259.9 119.7 113.7
OTHER DATA:
EBITDA(6) ................................... $ 20.0 $ 21.6 $ 95.1 $ 78.1
Net cash from (used in) operating activities. 11.1 73.9
Net cash (used in) investing activities ..... (148.7) (457.8)
Net cash from (used in) financing activities 69.2 461.4
Depreciation expense ........................ 5.3 4.6 22.0 13.3
Amortization expense ........................ 3.6 2.9 14.7 8.9
Capital expenditures ........................ 2.9 2.3 19.9 11.9
Ratios of:
Earnings to fixed charges(7) ............... --(8) 1.4x 1.3x 1.7x
EBITDA to cash interest expense(10)(11) .... 2.5x 2.5x 2.2x
Net debt to EBITDA(11)(12) ................. 3.2x 4.6x 3.7x

<CAPTION>
PREDECESSOR COMPANY
-------------------------------------------------
THREE
MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, -----------------------------------
1997 1996(2) 1995(3) 1994(3)
------------- ----------- ----------- -----------
(in millions, except per share data)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales ....................................... $ 158.9 $ 543.1 $ 166.8 $ 218.9
Operating income ............................ 7.9 43.7 4.7 8.4
Interest expense, net(5) .................... 8.4 24.2 4.5 5.5
Provision (benefit) for income taxes(5) ..... (0.2) 7.8 1.2 2.3
Net income (loss) ........................... (0.3) 11.7 (1.0) 0.6
Net income (loss) per share
Basic ......................................
Diluted ....................................
Weighted average number of shares
outstanding
Basic ......................................
Diluted ....................................
BALANCE SHEET DATA:
Working capital ............................. $ 98.8 $ 21.1 $ 19.3
Total assets ................................ 593.3 228.5 233.3
Long-term debt ..............................
Invested equity ............................. 473.6 194.7 199.5
Shareholders' equity ........................
OTHER DATA:
EBITDA(6) ................................... $ 15.7 $ 71.8 $ 16.3 $ 19.9
Net cash from (used in) operating activities. (16.3) 30.7 9.3 21.8
Net cash (used in) investing activities ..... (4.3) (298.0) (5.5) (3.7)
Net cash from (used in) financing activities 20.6 267.3 (3.8) (18.1)
Depreciation expense ........................ 4.5 14.9 5.5 5.4
Amortization expense ........................ 3.3 13.2 6.1 6.1
Capital expenditures ........................ 4.3 13.5 5.5 3.7
Ratios of:
Earnings to fixed charges(7) ............... --(9) 1.7x 1.0x 1.4x
EBITDA to cash interest expense(10)(11) ....
Net debt to EBITDA(11)(12) .................
</TABLE>

(Footnotes on the following page)

8
<PAGE>

- ---------
(1) Reflects the L-3 Acquisition effective April 1, 1997.

(2) Reflects ownership of Loral's Communication Systems -- West and
Specialized Communication Products businesses commencing April 1, 1996.

(3) Reflects ownership of Communication Systems -- East by Lockheed Martin
effective April 1, 1993.

(4) Includes a nonrecurring, noncash compensation charge of $4.4 million
($0.22 per share) related to the initial capitalization of the Company,
effective April 1, 1997.

(5) For periods prior to April 1, 1997, interest expense and income tax
(benefit) provision were allocated from Lockheed Martin.

(6) EBITDA is defined as operating income plus depreciation expense and
amortization expense (excluding the amortization of deferred debt issuance
costs) and the nonrecurring, noncash compensation charge of $4.4 million
recorded effective April 1, 1997. EBITDA is not a substitute for operating
income, net income and cash flow from operating activities as determined in
accordance with generally accepted accounting principles as a measure of
profitability or liquidity. EBITDA is presented as additional information
because management believes it to be a useful indicator of the Company's
ability to meet debt service and capital expenditure requirements.

(7) For purposes of this computation, earnings consist of income before income
taxes plus fixed charges. Fixed charges consist of interest on indebtedness
plus that portion of lease rental expense representative of the interest
element.

(8) Pro forma earnings would have been insufficient to cover pro forma fixed
charges by $0.2 million for the three months ended March 31, 1998.

(9) Earnings were insufficient to cover fixed charges by $0.5 million for the
three months ended March 31, 1997.

(10) For purposes of this computation, cash interest expense consists of pro
forma interest expense excluding amortization of deferred debt issuance
costs.

(11) These ratios as of and for the three months ended March 31, 1998 are
based on the results of operations for the twelve month period ended
March 31, 1998. The pro forma ratios have been calculated by adding the
pro forma EBITDA and cash interest expense for the year ended December
31, 1997 and the three months ended March 31, 1998 and deducting the pro
forma EBITDA and cash interest expense for the three months ended March
31, 1997. For purposes of computing pro forma EBITDA for the three months
ended March 31, 1997, depreciation expense and amortization expense were
$6.0 million and $2.7 million, respectively. The historical ratios have
been calculated by adding historical EBITDA and cash interest expense for
the nine months ended December 31, 1997 and the three months ended March
31, 1998.

(12) Net debt is defined as long-term debt plus current portion of long-term
debt less cash and cash equivalents.

9
<PAGE>

RISK FACTORS

Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus, the following factors before deciding
to invest in the Common Stock.

SUBSTANTIAL LEVERAGE

The Company is highly leveraged as a result of substantial indebtedness
incurred in connection with the L-3 Acquisition and the 1998 Acquisitions.
After giving pro forma effect to the L-3 Acquisition, the 1998 Acquisitions and
the Offerings, the Company would have had $441.2 million of indebtedness
outstanding, of which $34.9 million would have been Senior Debt (excluding
letters of credit), and the Company's pro forma earnings would have been
insufficient to cover pro forma fixed charges by $0.2 million for the three
months ended March 31, 1998. The Company may incur additional indebtedness in
the future, subject to limitations imposed by its debt instruments, including
the Senior Credit Facilities and the Indentures.

Based upon the current level of operations and anticipated improvements,
management believes that the Company's cash flow from operations, together with
proceeds from the Offerings and available borrowings under the Revolving Credit
Facility, will be adequate to meet its anticipated requirements for working
capital, capital expenditures, research and development expenditures, program
and other discretionary investments, interest payments and scheduled principal
payments for the foreseeable future, at least for the next three years. There
can be no assurance, however, that the Company's business will continue to
generate cash flow at or above current levels or that currently anticipated
improvements will be achieved. If the Company is unable to generate sufficient
cash flow from operations in the future to service its debt, it may be required
to sell assets, reduce capital expenditures, refinance all or a portion of its
existing debt or obtain additional financing. The Company's ability to make
scheduled principal payments of, to pay interest on or to refinance its
indebtedness depends on its future performance and financial results, which, to
a certain extent, are subject to general conditions in or affecting the defense
industry and to general economic, political, financial, competitive,
legislative and regulatory factors beyond its control. There can be no
assurance that sufficient funds will be available to enable the Company to
service its indebtedness or make necessary capital expenditures and program and
other discretionary investments. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations".

The degree to which the Company is leveraged could have important
consequences, including, but not limited to, the following: (i) a substantial
portion of the Company's cash flow from operations will be required to be
dedicated to debt service and will not be available for other purposes
including capital expenditures, research and development expenditures, and
program and other discretionary investments; (ii) the Company's ability to
obtain additional financing in the future could be limited; (iii) certain of
the Company's borrowings are at variable rates of interest, which could result
in higher interest expense in the event of increases in interest rates; (iv)
the Company may be more vulnerable to downturns in its business or in the
general economy and may be restricted from making acquisitions, introducing new
technologies and products or exploiting business opportunities; and (v) the
Senior Credit Facilities and the Indentures contain financial and restrictive
covenants that limit, among other things, the ability of the Company to borrow
additional funds, dispose of assets or pay cash dividends. Failure by the
Company to comply with such covenants could result in an event of default
which, if not cured or waived, could have a material adverse effect on the
Company. See "Description of Certain Indebtedness".

ACQUISITION STRATEGY

The Company's strategy includes pursuing additional acquisitions that will
complement its business. There can be no assurance, however, that the Company
will be able to identify additional acquisition candidates on commercially
reasonable terms or at all or that, if consummated, any anticipated benefits
will be realized from such future acquisitions. In addition, the availability
of additional acquisition financing cannot be assured and, depending on the
terms of such additional acquisitions, could be restricted by the terms of the
Senior Credit Facilities and/or the Indentures.

10
<PAGE>

The process of integrating acquired operations, including the 1998
Acquisitions, into the Company's existing operations may result in unforeseen
operating difficulties and may require significant financial and managerial
resources that would otherwise be available for the ongoing development or
expansion of the Company's existing operations. Possible future acquisitions by
the Company could result in the incurrence of additional debt, contingent
liabilities and amortization expenses related to goodwill and other intangible
assets, all of which could materially adversely affect the Company's financial
condition and operating results.

SIGNIFICANT CUSTOMERS

The Company's sales are predominantly derived from contracts with agencies
of, and prime contractors to, the Government. Although DoD procurement spending
has declined from the mid-1980s resulting in delays for some new program
starts, program stretch-outs and program cancellations, the U.S. defense budget
began to stabilize in fiscal 1996. In 1997, the Company performed under
approximately 150 contracts with value exceeding $1.0 million for the
Government. Pro forma sales in 1997 to the Government, including pro forma
sales to the Government through prime contractors, were $651.1 million,
representing approximately 73% of the Company's corresponding sales. The
Company's largest Government program, a cost plus, sole source contract for
support of the U-2 Program of the DoD, contributed 13% of pro forma sales for
1997. No other program represented more than 7% of the Company's pro forma
sales in 1997. The loss of all or a substantial portion of sales to the
Government would have a material adverse effect on the Company's income and
cash flow. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Government Contracts".

Pro forma sales by the Company to Lockheed Martin were $81.6 million in
1997 or 9.1% of the Company's total pro forma sales. The loss of all or a
substantial portion of such sales to Lockheed Martin would have a material
adverse effect on the Company's income and cash flow.

RISKS INHERENT IN GOVERNMENT CONTRACTS

The reduction in the U.S. defense budget in the early 1990s has caused
most defense-related government contractors to experience declining revenues,
increased pressure on operating margins and, in certain cases, net losses. The
Company's businesses taken as a whole have experienced a substantial decline in
sales during such period. A significant decline in U.S. military expenditures
in the future could materially adversely affect the Company's sales and
earnings. The loss or significant curtailment of a material program in which
the Company participates could also materially adversely affect the Company's
future sales and earnings and thus the Company's ability to meet its financial
obligations.

Companies engaged primarily in supplying defense-related equipment and
services to government agencies are subject to certain business risks peculiar
to the defense industry. These risks include, among other things, the ability
of the Government to: (i) suspend unilaterally the Company from receiving new
contracts pending resolution of alleged violations of procurement laws or
regulations, (ii) terminate existing contracts, (iii) audit the Company's
contract-related costs and fees, including allocated indirect costs, and (iv)
control and potentially prohibit the export of the Company's products.

All of the Company's Government contracts are, by their terms, subject to
termination by the Government either for its convenience or for default of the
contractor. Termination for convenience provisions provide only for the
recovery by the Company of costs incurred or committed, settlement expenses and
profit on work completed prior to termination. Termination for default
provisions provide for the contractor to be liable for excess costs incurred by
the Government in procuring undelivered items from another source. In addition
to the right of the Government to terminate, Government contracts are
conditioned upon the continuing availability of Congressional appropriations.
Congress usually appropriates funds for a given program on a fiscal-year basis
even though contract performance may take more than one year. Consequently, at
the outset of a major program, the contract is usually partially funded, and
additional monies are normally committed to the contract by the procuring
agency only if, as and when appropriations are made by Congress for future
fiscal years. Foreign defense contracts generally contain comparable provisions
relating to termination at the convenience of the government.

11
<PAGE>

The Company is subject to audit and review by the Government of its costs
and performance on, and accounting and general business practices relating to,
Government contracts. The Company's contract related costs and fees, including
allocated indirect costs, are subject to adjustment based on the results of
such audits. In addition, under Government purchasing regulations, certain of
the Company's costs, including certain financing costs, goodwill, portions of
research and development costs, and certain marketing expenses may not be
reimbursable under Government contracts. Further, as a government contractor,
the Company is also subject to investigation, legal action and/or liability
that would not apply to a commercial company.

The Company is subject to risks associated with the frequent need to bid
on programs in advance of design completion (which may result in unforeseen
technological difficulties and/or cost overruns), the substantial time and
effort required for relatively unproductive design and development, design
complexity and rapid obsolescence, and the constant necessity for design
improvement. The Company obtains many of its Government contracts through a
process of competitive bidding. There can be no assurance that the Company will
continue to be successful in winning competitively awarded contracts or that
awarded contracts will generate sufficient sales to result in profitability for
the Company. See "Business -- Major Customers" and "-- Government Contracts".

In addition to these Government contract risks, many of the Company's
products and systems require licenses from Government agencies for export from
the United States, and certain of the Company's products currently are not
permitted to be exported. There can be no assurance that the Company will be
able to gain any and all licenses required to export its products, and failure
to receive the required licenses could materially reduce the Company's ability
to sell its products outside the United States.

RISKS ASSOCIATED WITH FIXED PRICE CONTRACTS

The Company's products and services are provided primarily through fixed
price or cost plus contracts. Approximately 64% of the Company's pro forma
sales in 1997 were attributable to fixed price contracts. The financial results
of long-term fixed price contracts are recognized using the cost-to-cost
percentage-of-completion method. As a result, revisions in revenues and profit
estimates are reflected in the period in which the conditions that require such
revisions become known and are estimable. The risks inherent in long-term fixed
price contracts include the difficulty of forecasting costs and schedules,
contract revenues that are related to performance in accordance with contract
specifications and potential for component obsolescence in connection with
long-term procurements. Failure to anticipate technical problems, estimate
costs accurately or control costs during performance of a fixed price contract
may reduce the Company's profitability or cause a loss. Although the Company
believes that adequate provisions for losses for its fixed price contracts are
reflected in its financial statements, no assurance can be given that these
provisions are adequate or that losses on fixed price and time-and-material
contracts will not occur in the future.

TECHNOLOGICAL CHANGE; NEW PRODUCT DEVELOPMENT

The communication equipment industry for defense applications and in
general is characterized by changing technology. The Company's ability to
compete successfully in this market will depend on its ability to design,
develop, manufacture, assemble, test, market and support new products and
enhancements on a timely and cost-effective basis. The Company has historically
obtained technology from substantial customer-sponsored research and
development as well as from internally funded research and development;
however, there can be no assurance that the Company will continue to maintain
comparable levels of customer-sponsored research and development in the future.
See "Business -- Research and Development". Substantial funds have been
allocated to capital expenditures and programs and other discretionary
investments in the past and will continue to be required in the future. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations". There can be no assurance that the Company will successfully
identify new opportunities and continue to have financial resources to develop
new products in a timely or cost-effective manner, or that products and
technologies developed by others will not render the Company's products and
systems obsolete or non-competitive.

12
<PAGE>

ENTRY INTO COMMERCIAL BUSINESS

The Company's revenues historically have been derived principally from
business with the DoD and other government agencies. In addition to continuing
to pursue this major market area, the Company intends to pursue a strategy that
leverages its technical capabilities and expertise into related commercial
markets. Certain of the Company's commercial products, such as local wireless
loop telecommunications equipment, medical image archiving equipment and
airport security equipment, have only been recently introduced or are in the
early stages of development. As such, these new products are subject to certain
risks, including the need to develop and maintain marketing, sales and customer
support capabilities, to secure third-party manufacturing and distribution
arrangements, to obtain certification, to respond to rapid technological
advances and, ultimately, to customer acceptance of these products and product
performance. The Company's efforts to expand its presence in the commercial
market will require significant resources including capital and management
time. There can be no assurance that the Company will be successful in
addressing these risks or in developing these commercial business
opportunities.

COMPETITION

The communications equipment industry for defense applications and as a
whole is highly competitive. Declining defense budgets and increasing pressures
for cost reductions have precipitated a major consolidation in the defense
industry. The DoD's increased use of commercial off-the-shelf products and
components in military equipment is expected to increase the entrance of new
competitors. In addition, consolidation has resulted in delays in contract
funding or awards and significant predatory pricing pressures associated with
increased competition and reduced funding. The Company expects that the
emergence of merchant suppliers will increase competition for OEM business. The
Company's ability to compete for defense contracts depends to a large extent on
the effectiveness and innovativeness of its research and development programs,
its ability to offer better program performance than its competitors at a lower
cost to the Government customer and its readiness in facilities, equipment and
personnel to undertake the programs for which it competes. In some instances,
programs are sole source or work directed by the Government to a single
supplier. In such cases, there may be other suppliers who have the capability
to compete for the programs involved, but they can only enter or reenter the
market if the Government should choose to reopen the particular program to
competition. Many of the Company's competitors are larger and have
substantially greater financial and other resources than the Company. See
"Business -- Competition".

LIMITED OPERATING HISTORY

Prior to the L-3 Acquisition, the Company's operations were conducted as
divisions of Lockheed Martin, Loral, Unisys Corp. ("Unisys") and GE Aerospace.
Following the L-3 Acquisition in April 1997, the Company has operated
independently of Lockheed Martin and has provided many corporate services on a
stand-alone basis that were previously provided by Lockheed Martin, including
research and development, marketing, and general and administrative services
including tax, treasury, management information systems, human resources and
legal services. Lockheed Martin currently provides certain management
information systems services to certain divisions of the Company. There can be
no assurance that the actual corporate services costs incurred in operating the
Company will not exceed historical charges or that the Company will be able to
obtain similar services on comparable terms.

DEPENDENCE ON KEY PERSONNEL

The Company's success depends to a significant degree upon the continued
contributions of the Company's management, including Messrs. Lanza and LaPenta,
and its ability to attract and retain other highly qualified management and
technical personnel. Messrs. Lanza and LaPenta invested approximately $18
million to purchase 16.6% of the initial capital stock of Holdings. Holdings
has entered into employment agreements with Messrs. Lanza and LaPenta. See
"Management -- Employment Agreements". The Company also faces competition for
management and technical personnel from other companies and organizations.
There can be no assurance that the Company will continue to be successful in
hiring and retaining key personnel. See "Management -- Directors and Executive
Officers".

13
<PAGE>

ENVIRONMENTAL LIABILITIES

The Company's operations are subject to various federal, state and local
environmental laws and regulations relating to the discharge, storage,
treatment, handling, disposal and remediation of certain materials, substances
and wastes used in its operations. The Company continually assesses its
obligations and compliance with respect to these requirements. Management
believes that the Company's current operations are in substantial compliance
with all applicable environmental laws and permits. The Company does not
believe that its environmental compliance expenditures will have a material
adverse effect on its financial condition or the results of its operations.

In connection with the L-3 Acquisition, the Company has agreed to assume
certain on-site and off-site environmental liabilities related to events or
activities occurring prior to the L-3 Acquisition. Lockheed Martin has agreed
to retain all environmental liabilities for all facilities no longer used by
the Businesses and to indemnify fully the Company for such prior site
environmental liabilities. Lockheed Martin has also agreed, for the first eight
years following April 1997, to pay 50% of all costs incurred by the Company
above those reserved for on the Company's balance sheet at April 1997 relating
to certain Company-assumed environmental liabilities and, for the seven years
thereafter, to pay 40% of certain reasonable operation and maintenance costs
relating to any environmental remediation projects undertaken in the first
eight years. The Company is aware of environmental contamination at two of the
facilities acquired from Lockheed Martin that will require ongoing remediation.
In November 1997, the Company sold one such facility located in Sarasota,
Florida, while retaining a leasehold interest in a portion of that facility, to
Dames & Moore/Brookhill LLC ("DMB") in a transaction in which DMB contractually
agreed to assume responsibility for further remediation of the Sarasota site.
Management believes that the Company has established adequate reserves for the
potential costs associated with the assumed environmental liabilities. However,
there can be no assurance that any costs incurred will be reimbursable from the
Government or covered by Lockheed Martin under the terms of the L-3 Acquisition
Agreement or that the Company's environmental reserves will be sufficient.

BACKLOG

The Company's backlog represents orders under contracts which are
primarily with the Government. The Government enjoys broad rights to modify
unilaterally or terminate such contracts. Accordingly, most of the Company's
backlog is subject to modification and termination at the Government's will.
There can be no assurance that the Company's backlog will become revenues in
any particular period or at all. Further, there can be no assurance that the
margins on any contract included in backlog that does become revenue will be
profitable.

OWNERSHIP OF HOLDINGS AND L-3 COMMUNICATIONS

After giving effect to the Common Stock Offering, the Lehman Partnership
will own 37.9% of the outstanding voting stock of Holdings (or 36.6% if the
Underwriters' over-allotment option is exercised in full), which owns all of
the outstanding common stock of L-3 Communications. By virtue of such
ownership, the Lehman Partnership will have the power to influence
significantly the business and the affairs of Holdings and L-3 Communications
because of its significant voting power with respect to actions requiring
stockholder approval. The concentration in ownership of Holdings may preclude
Holdings from being acquired in a transaction not supported by Holdings'
principal stockholders, may render more difficult or discourage a proposed
merger or tender offer, may preclude a successful proxy contest or may
otherwise have an adverse effect on the market price of the Common Stock. See
"Ownership of Capital Stock".

14
<PAGE>

PENSION PLAN LIABILITIES

Pursuant to the L-3 Acquisition Agreement, Holdings and L-3 Communications
assumed certain liabilities relating to defined benefit pension plans for
present and former employees and retirees of certain businesses which were
transferred from Lockheed Martin to Holdings and L-3 Communications. Prior to
the consummation of the L-3 Acquisition, Lockheed Martin received a letter from
the Pension Benefit Guaranty Corporation (the "PBGC") which requested
information regarding the transfer of such pension plans and indicated that the
PBGC believed certain of such pension plans were underfunded using the PBGC's
actuarial assumptions (which assumptions resulted in a larger liability for
accrued benefits than the assumptions used for financial reporting under
Statement of Financial Accounting Standards Board No. 87, "Accounting for
Pension Costs" ("FASB 87")). The PBGC underfunding is related to the
Communication Systems -- West, Aviation Recorders and Hycor pension plans
(collectively, the "Subject Plans"). As of December 31, 1997, the Company
calculated the net funding position of the Subject Plans and believes them to
be overfunded by approximately $5.9 million under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), assumptions, underfunded by
approximately $10.2 million under FASB 87 assumptions and, on a termination
basis, underfunded by as much as $57.5 million under PBGC assumptions.

L-3 Communications, Lockheed Martin and the PBGC entered into certain
agreements dated as of April 30, 1997 that include Lockheed Martin providing a
commitment to the PBGC with regard to the Subject Plans and L-3 Communications
providing certain assurances to Lockheed Martin regarding such plans. See
"Business -- Pension Plans". The Company expects, based in part upon
discussions with its consulting actuaries, that any increase in pension
expenses or future funding requirements from those previously anticipated for
the Subject Plans would not be material. However, there can be no assurance
that the impact of any increased pension expenses or funding requirements under
this arrangement would not be material to the Company.

RESTRICTIONS IMPOSED BY THE SENIOR CREDIT FACILITIES AND THE INDENTURES

The Senior Credit Facilities and the Indentures contain a number of
significant covenants that, among other things, restrict the ability of L-3
Communications to dispose of assets, incur additional indebtedness, repay other
indebtedness, pay dividends, make certain investments or acquisitions,
repurchase or redeem capital stock, engage in mergers or consolidations, or
engage in certain transactions with subsidiaries and affiliates and otherwise
restrict corporate activities. There can be no assurance that such restrictions
will not adversely affect L-3 Communications' ability to finance its future
operations or capital needs or engage in other business activities that may be
in the interest of L-3 Communications. In addition, the Senior Credit
Facilities also require L-3 Communications to maintain compliance with certain
financial ratios, including total EBITDA to total interest expense and total
debt to total EBITDA, and limit capital expenditures by L-3 Communications. The
ability of L-3 Communications to comply with such ratios and limits may be
affected by events beyond L-3 Communications' control. A breach of any of these
covenants or the inability of L-3 Communications to comply with the required
financial ratios or limits could result in a default under the Senior Credit
Facilities. In the event of any such default, the lenders under the Senior
Credit Facilities could elect to declare all borrowings outstanding under the
Senior Credit Facilities, together with accrued interest and other fees, to be
due and payable, to require L-3 Communications to apply all of its available
cash to repay such borrowings or to prevent L-3 Communications from making debt
service payments on other indebtedness, including the 1997 Notes and the Notes.
If L-3 Communications were unable to repay any such borrowings when due, the
lenders could proceed against their collateral. In connection with the Senior
Credit Facilities, L-3 Communications has granted the lenders thereunder a
first priority lien on substantially all of its assets. The lenders under the
Senior Credit Facilities will also have a first priority security interest in
all of the capital stock of L-3 Communications and its subsidiaries. If the
indebtedness under the Senior Credit Facilities, the 1997 Notes or the Notes
were to be accelerated, there can be no assurance that the assets of L-3
Communications would be sufficient to repay such indebtedness in full. See
"Description of Certain Indebtedness".

15
<PAGE>

ABSENCE OF PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Common Stock Offering, there has been no public market for
the Common Stock. There can be no assurance that an active trading market will
develop for the Common Stock after the Common Stock Offering or, if developed,
that such market will be sustained. The initial public offering price of the
Common Stock was based on negotiations between the Company and the Underwriters
and may bear no relationship to the price at which the Common Stock will trade
after the completion of the Common Stock Offering. See "Underwriting" for
factors considered in determining the initial public offering price. In
addition, quarterly operating results of the Company or other similar
companies, changes in general conditions in the economy, the financial markets
or the defense industry, natural disasters, changes in earnings estimates or
recommendations by research analysts, or other developments affecting the
Company or its competitors could cause the market price of the Common Stock to
fluctuate substantially. In recent years, the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to the operating performance of these companies.

The Underwriters have advised the Company that they currently intend to
make a market with respect to the Common Stock. However, the Underwriters are
not obligated to do so, and any market- making with respect to the Common Stock
may be discontinued at any time without notice. Because Lehman Brothers Inc. is
an affiliate of the Company, Lehman Brothers Inc. will be required to deliver a
current "market-maker" prospectus and otherwise comply with the registration
requirements of the Securities Act in connection with any secondary market sale
of the Common Stock, which may affect its ability to continue market-making
activities. See "Underwriting".

SHARES ELIGIBLE FOR FUTURE SALE

As of March 31, 1998, the Company had 20,457,142 shares of Common Stock
outstanding (excluding shares of Common Stock offered hereby). After the Common
Stock Offering, the holders of shares of Common Stock issued prior to the
Common Stock Offering will be entitled to certain registration rights described
below, at the expense of the Company. Such shares may also be sold under Rule
144 of the Securities Act, depending on the holding period of such securities
and subject to restrictions in the case of shares held by persons deemed to be
affiliates of the Company. No prediction can be made as to the effect, if any,
that future sales of shares, or the availability of shares for future sale,
will have on the market price of the Common Stock prevailing from time to time.
Sales of substantial amounts of Common Stock (including shares issued upon the
exercise of stock options), or the perception that such sales could occur, may
adversely affect prevailing market prices for the Common Stock.

All executive officers and directors and the existing stockholders of
Holdings who, after the Common Stock Offering, will hold in the aggregate
20,457,142 shares of Common Stock, have agreed, pursuant to lock-up agreements,
that they will not, without the prior written consent of Lehman Brothers Inc.,
offer, sell, contract to sell or otherwise dispose of any shares of Common
Stock or securities exercisable or exchangeable for Common Stock or enter into
any derivative transaction with similar effect as a sale of Common Stock for a
period of 180 days after the date of this Prospectus. The restrictions
described in this paragraph do not apply to (i) the sale of Common Stock to the
Underwriters, (ii) the issuance by Holdings of shares of Common Stock upon the
exercise of an option or a warrant or the conversion of a security outstanding
on the date of this Prospectus or (iii) transactions by any person other than
Holdings relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the offering of the Common
Stock.

The Company intends to file registration statements under the Securities
Act to register all shares of Common Stock issuable pursuant to the 1997 Stock
Option Plan. Upon the completion of the 180-day period described above, 236,250
shares of Common Stock issued under, or issued or issuable upon the exercise of
awards issued under, such plans and after the effective date of such
registration statements, generally will be eligible for sale in the public
market. See "Management -- Executive Compensation".

16
<PAGE>

Pursuant to the Stockholders Agreement, certain of the existing
stockholders have the right, under certain circumstances and subject to certain
conditions, to require the Company to register under the Securities Act shares
of Common Stock held by them. Lockheed Martin, the Lehman Partnership and each
of the Senior Management has three, four and one demand registration rights,
respectively. In addition, the Stockholders Agreement also provides all of the
existing stockholders with certain piggyback registration rights. The
Stockholders Agreement provides, among other things, that the Company will pay
expenses in connection with (i) up to two demand registrations requested by
Lockheed Martin, up to three demand registrations requested by the Lehman
Partnership and the two demand registrations requested by the Senior Management
and (ii) any registration in which the existing stockholders participate
through piggyback registration rights granted under such agreement.

POTENTIAL EFFECT OF CERTAIN ANTI-TAKEOVER PROVISIONS

Immediately prior to consummation of the Common Stock Offering, Holdings'
Certificate of Incorporation and Bylaws will be amended to provide for a
classified board of directors consisting of three classes and authorize the
issuance preferred stock. Holdings Certificate of Incorporation and Bylaws
contain certain other provisions that may discourage or prevent certain types
of transactions involving an actual or potential change in control of Holdings,
including transactions in which the stockholders might otherwise receive a
premium for their shares over the current market prices, and may limit the
ability of the stockholders to approve transactions that they may deem to be in
their best interests. In addition, certain provisions of Delaware law
applicable to the Company, including Section 203 of the Delaware General
Corporation Law, could have the effect of delaying, deferring or preventing a
change of control of Holdings. It is possible that the provisions in Holdings'
Certificate of Incorporation and Bylaws, the concentration of ownership in the
Lehman Partnership and Lockheed Martin and Section 203 of the Delaware General
Corporation Law may have the effect of delaying, deferring or preventing a
change of control of Holdings without further action by the stockholders, may
discourage bids for Holdings' Common Stock at a premium over the market price
of the Common Stock and may adversely affect the market price of the Common
Stock and the voting and other rights of the holders of Common Stock. See
"Description of Capital Stock".

SUBSTANTIAL AND IMMEDIATE DILUTION

Purchasers of the Common Stock offered hereby will experience immediate
and significant dilution in net tangible book value per share of approximately
$26.82 per share of Common Stock (assuming no exercise of the over-allotment
option by the Underwriters and the initial public offering price of $22.00 per
share). See "Dilution".

FORWARD LOOKING STATEMENTS

This Prospectus contains forward looking statements concerning the
Company's operations, economic performance and financial condition, including
in particular, the likelihood of the Company's success in developing and
expanding its business and the realization of sales from backlog. These
statements are based upon a number of assumptions and estimates which are
inherently subject to significant uncertainties and contingencies, many of
which are beyond the control of the Company, and reflect future business
decisions which are subject to change. Some of these assumptions inevitably
will not materialize, and unanticipated events will occur which will affect the
Company's future results. All such forward looking statements are qualified by
reference to matters discussed under this section entitled "Risk Factors".

17
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the Common Stock Offering are
estimated to be approximately $121.2 million ($139.6 million if the
over-allotment option is exercised in full), at an assumed initial public
offering price of $22.00 per share, after deducting underwriting discounts,
commissions and estimated offering expenses.

The Company intends to use the net proceeds of the Common Stock Offering,
together with the net proceeds of the Notes Offering, to repay a substantial
portion of its existing indebtedness under the Senior Credit Facilities and for
general corporate purposes, including potential acquisitions. The borrowings
under the Senior Credit Facilities had been used by the Company to fund in part
the L-3 Acquisition and the 1998 Acquisitions. The weighted average interest
rate under the Term Loan Facilities was 7.91% at April 15, 1998. Amounts repaid
under the Revolving Credit Facility will be available to be reborrowed by the
Company from time to time for, among other reasons, general corporate purposes
or to finance future acquisitions. Affiliates of the Underwriters are lenders
under the Senior Credit Facilities and will receive a portion of the net
proceeds of the Offerings in repayment of amounts outstanding thereunder. See
"Description of Certain Indebtedness -- Senior Credit Facilities".

SOURCES AND USES OF FUNDS
($ in millions)

<TABLE>
<CAPTION>
SOURCES OF FUNDS AMOUNT USES OF FUNDS AMOUNT
- ----------------------------------- ----------- -------------------------------------------- ----------
<S> <C> <C> <C>
Notes Offering .................... $ 180.0 Cash on hand ............................... $ 90.9
Common Stock Offering(1) .......... 132.0 Repayment of Term Loan Facilities .......... 136.3
Repayment of Revolving Credit Facility(2) 67.8
Expenses of the Offerings(3) ............... 17.0
-------- -------
Total Sources ..................... $ 312.0 Total Uses ................................. $ 312.0
======== =======
</TABLE>

- ----------
(1) At the initial offering price of $22.00 per share and assumes no exercise
of the over-allotment option by the Underwriters.

(2) Availability under the Revolving Credit Facility at any given time is
$200.0 million, less the amount of outstanding borrowings and outstanding
letters of credit. Upon consummation of the Offerings, the Company will
have available under its Revolving Credit Facility $200.0 million less
amounts outstanding for letters of credit (which amounted to $17.8
million at March 31, 1998).

(3) Expenses are estimated and include the bond discount of 0.07% and the
underwriting discounts and commissions of the Offerings.

18
<PAGE>

DILUTION

As of March 31, 1998, the Company's net tangible deficit defined as total
stockholders' equity plus common stock subject to repurchase agreement (which
will convert to Common Stock after the Common Stock Offering), less
intangibles, was $(12.14) per share. After giving effect to the Common Stock
Offering (assuming that the Underwriters' over-allotment option is not
exercised) at an initial offering price of $22.00 per share, and after
deducting the Underwriters' discounts and commissions and estimated expenses of
the Common Stock Offering, the pro forma net tangible deficit at March 31, 1998
was $(4.82) per share. This amount represents an immediate dilution in pro
forma net tangible book value of $26.82 per share of Common Stock to new public
investors. The following table illustrates this dilution:

<TABLE>
<CAPTION>
<S> <C> <C>
Initial public offering price per share ....................... $ 22.00
Consolidated net tangible deficit per share before the Common
Stock Offering(1) ............................................ $ (12.14)
Decrease in consolidated net tangible deficit
per share attributable to the Common
Stock Offering(2) ............................................ 7.32
--------
Pro forma consolidated net tangible deficit per share after the
Common Stock Offering(3) ..................................... ( 4.82)
--------
Dilution per share to new public investors .................... $ 26.82
========
</TABLE>

- ----------
(1) Determined by dividing the Company's consolidated net tangible deficit at
March 31, 1998 by 20,457,142, the number of shares of Common Stock
outstanding at March 31, 1998.

(2) Determined as the difference between (i) the pro forma consolidated net
tangible deficit per share after the Common Stock Offering and (ii)
consolidated net tangible deficit per share before the Common Stock
Offering.

(3) Determined by dividing the Company's pro forma net tangible deficit at
March 31, 1998 by 26,457,142, the assumed shares to be outstanding after
the Common Stock Offering.

The following table summarizes, as of March 31, 1998, on a pro forma basis
giving effect to the Common Stock Offering, the number of shares of Common
Stock to be sold by Holdings in the Common Stock Offering and the net tangible
book value of the average contribution per share based on total contributions.

<TABLE>
<CAPTION>
COMMON STOCK TOTAL CONSIDERATION
---------------------------- -------------------------- AVERAGE PRICE
NUMBER PERCENTAGE $ PERCENT PER SHARE
--------------- ------------ ---------------- --------- --------------
(in millions) ($ in millions)
<S> <C> <C> <C> <C> <C>
Existing shareholders ......... 20.5 77.3% $ 128.0 49.2% $ 6.26
New public investors .......... 6.0 22.7 132.0 50.8 $ 22.00
---- ----- -------- -----
Total ......................... 26.5 100.0% $ 260.0 100.0%
==== ===== ======== =====
</TABLE>

DIVIDEND POLICY

Holdings currently intends to retain its earnings to finance future growth
and, therefore, does not anticipate paying any cash dividends on its Common
Stock in the foreseeable future. Any determination as to the payment of
dividends will depend upon the future results of operations, capital
requirements and financial condition of Holdings and its subsidiaries and such
other facts as the Board of Directors of Holdings may consider, including any
contractual or statutory restrictions on the Holdings' ability to pay
dividends. Moreover, Holdings is a holding company and its ability to pay
dividends is dependent upon receipt of dividends, distributions, advances,
loans or other cash transfers from L-3 Communications. The Senior Credit
Facilities and the Indentures each limit L-3 Communications' ability to pay
dividends or other distributions on its common stock or to make advances, loans
or other cash transfers to Holdings. See "Description of Certain Indebtedness".

19
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company at March
31, 1998 and as adjusted to give effect to the Offerings (at the initial public
offering price for the Common Stock Offering of $22.00 per share and assuming
no exercise of the over-allotment option by the Underwriters) and the
application of the net proceeds therefrom as if these transactions had occurred
on March 31, 1998. See "Use of Proceeds" and "Unaudited Pro Forma Condensed
Consolidated Financial Information".

<TABLE>
<CAPTION>
MARCH 31, 1998
------------------------
AS
ACTUAL ADJUSTED
---------- -----------
($ in millions)
<S> <C> <C>
Cash and cash equivalents ............................ $ 9.1 $ 100.0
======= ========
Current portion of long-term debt .................... $ 5.7 $ 1.8
Revolving Credit Facility(1) ......................... 67.8 --
Term Loan Facilities ................................. 165.5 33.1
10 3/8% Senior Subordinated Notes due 2007 ........... 225.0 225.0
8 1/2% Senior Subordinated Notes due 2008 ........... -- 180.0
Industrial development bond .......................... 1.3 1.3
------- --------
Total debt ......................................... $ 465.3 $ 441.2
------- --------
Common Stock subject to repurchase agreement ......... $ 19.0 --
-------
Shareholders' equity
Common Stock ........................................ $ 113.8 $ 254.0
Retained earnings ................................... 14.9 14.9
Deemed distribution ................................. (9.0) (9.0)
------- --------
Total shareholders' equity ......................... 119.7 259.9
------- --------
Total capitalization ............................... $ 604.0 $ 701.1
======= ========
</TABLE>

- ---------
(1) Availability under the Revolving Credit Facility at any given time is
$200.0 million, less the amount of outstanding borrowings and outstanding
letters of credit. Upon consummation of the Offerings, the Company will
have available under its Revolving Credit Facility $200.0 million less
amounts outstanding for letters of credit (which amounted to $17.8
million at March 31, 1998).

20
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma financial information gives effect to
the L-3 Acquisition, the 1998 Acquisitions and the Offerings (collectively, the
"Transactions") as if they had occurred as of January 1, 1997. The pro forma
financial information is based on (i) the unaudited condensed consolidated
financial statements of the Company for the three-month period ended March 31,
1998, (ii) the consolidated financial statements of the Company for the
nine-month period ended December 31, 1997, (iii) the Combined Statement of
Operations of the Predecessor Company for the three-month period ended March
31, 1997 and (iv) the financial statements of the 1998 Acquisitions for the
year ended December 31, 1997, using the purchase method of accounting and the
assumptions and adjustments in the accompanying notes to the unaudited pro
forma condensed consolidated financial statements.

The pro forma adjustments are based upon preliminary estimates of purchase
prices and the related purchase price allocation for the 1998 Acquisitions.
Actual adjustments will be based on final appraisals and other analyses of fair
values which are in process. Management does not expect that differences
between the preliminary and final allocations will have a material impact on
the Company's pro forma financial position or results of operations. The pro
forma statement of operations does not reflect any cost savings that management
of the Company believes would have resulted had the Transactions occurred on
January 1, 1997. The pro forma financial information should be read in
conjunction with (i) the unaudited condensed consolidated financial statements
of the Company for the three-month period ended March 31, 1998, (ii) the
audited Consolidated (Combined) Financial Statements of the Company and the
Predecessor Company as of December 31, 1997 and for the nine months ended
December 31, 1997 and the three months ended March 31, 1997, (iii) the audited
financial statements of STS for the year ended June 30, 1997, (iv) the
unaudited condensed financial statements of STS as of December 31, 1997 and for
the six months ended December 31, 1997 and 1996, (v) the audited consolidated
financial statements of ILEX as of December 31, 1997 and for the year ended
December 31, 1997 and (vi) the audited combined financial statements of Ocean
Systems as of December 31, 1997 and for the year ended December 31, 1997, all
of which are included elsewhere herein. The unaudited pro forma condensed
financial information may not be indicative of the financial position and
results of operations of the Company that actually would have occurred had the
Transactions been in effect on the dates indicated or the financial position
and results of operations that may be obtained in the future.

21
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998

<TABLE>
<CAPTION>
COMPANY PRO FORMA
THREE MONTHS ADJUSTMENTS
ENDED
MARCH 31, 1998 1998 THE
1998 ACQUISITIONS(3) ACQUISITIONS(2) OFFERINGS PRO FORMA
------------- ----------------- ----------------- ----------------- ----------
(in millions, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Sales ............................................ $186.6 $ 20.7 $ -- $ -- $ 207.3
Costs and expenses ............................... 172.5 23.2 0.5 (4) -- 196.2
------ ------ -------- -------- -------
Operating income (loss) ........................ 14.1 (2.5) (0.5) -- 11.1
Interest and investment income (expense) ......... 0.8 -- (0.8)(5) --
Interest expense ................................. 10.6 0.1 0.6 (5) 11.3
------ ------ -------- -------
Income (loss) before income taxes .............. 4.3 (2.6) (0.5) (1.4) (0.2)
Income tax expense (benefit) ..................... 1.7 (0.6) (0.2)(6) (0.5)(6) 0.4
------ ------ -------- -------- -------
Net income (loss) .............................. $ 2.6 $ (2.0) $ (0.3) $ (0.9) $ (0.6)
====== ====== ======== ======== =======
EARNINGS PER COMMON SHARE(7):
Basic .......................................... $ 0.13 $ (0.02)
====== =======
Diluted ........................................ $ 0.13 $ (0.02)
====== =======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING(7):
Basic .......................................... 20.2 6.0 26.2
====== ======== =======
Diluted ........................................ 20.8 6.0 27.3
====== ======== =======
</TABLE>

THREE MONTHS ENDED MARCH 31, 1997

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
THREE MONTHS
ENDED PRO FORMA PRO FORMA
MARCH 31, ADJUSTMENTS L-3
1997(1) L-3 ACQUISITION(1) ACQUISITION
------------- -------------------- -------------
(in millions, except per share data)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS:
Sales ................................ $158.9 $ (1.8) $ 157.1
Costs and expenses ................... 151.0 (3.2) 147.8
------ ------ -------
Operating income (loss) ............ 7.9 1.4 9.3
Interest and investment income
(expense) ........................... -- -- --
Interest expense ..................... 8.4 1.5 9.9
------ ------ -------
Income (loss) before income
taxes ............................. (0.5) (0.1) (0.6)
Income tax expense (benefit) ......... (0.2) -- (0.2)
------ ------ -------
Net income (loss) .................. $ (0.3) $ (0.1) $ (0.4)
====== ====== =======
LOSS PER COMMON SHARE(7):
Basic ............................... $ (0.02)
=======
Diluted ............................. $ (0.02)
=======
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING(7):
Basic ............................... 20.0
=======
Diluted ............................. 20.0
=======

<CAPTION>
PRO FORMA
ADJUSTMENTS
1998 1998 THE
ACQUISITIONS(3) ACQUISITIONS(2) OFFERINGS PRO FORMA
----------------- ----------------- -------------- ----------
(in millions, except per share data)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Sales ................................ $ 32.1 $ -- $ -- $ 189.2
Costs and expenses ................... 40.2 0.7 (4) -- 188.7
------ -------- -------- -------
Operating income (loss) ............ (8.1) (0.7) -- 0.5
Interest and investment income
(expense) ........................... -- -- -- --
Interest expense ..................... 0.1 -- 1.3 (5) 11.3
------ -------- -------- -------
Income (loss) before income
taxes ............................. (8.2) (0.7) (1.3) (10.8)
Income tax expense (benefit) ......... (2.1) (0.3)(6) (0.5)(6) (3.1)
------ -------- -------- -------
Net income (loss) .................. $ (6.1) $ (0.4) $ (0.8) $ (7.7)
====== ======== ======== =======
LOSS PER COMMON SHARE(7):
Basic ............................... $ (0.30)
=======
Diluted ............................. $ (0.30)
=======
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING(7):
Basic ............................... 6.0 26.0
======== =======
Diluted ............................. 6.0 26.0
======== =======
</TABLE>

22
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DATA
YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
NINE MONTHS THREE MONTHS
ENDED ENDED PRO FORMA
DECEMBER 31, MARCH 31, ADJUSTMENTS
1997 1997(1) L-3 ACQUISITION(1)
-------------- ------------- --------------------
(in millions, except per share data)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS:
Sales ....................... $546.5 $158.9 $ (1.8)
Costs and expenses .......... 495.0 151.0 (7.6)
------ ------ ------
Operating income
(loss) ................... 51.5 7.9 5.8
Interest and investment
income (expense) ........... 1.4 -- --
Interest expense ............ 29.9 8.4 1.5
------ ------ ------
Income (loss) before
income taxes ............. 23.0 (0.5) 4.3
Income tax expense
(benefit) .................. 10.7 (0.2) --
------ ------ ------
Net income (loss) ......... $ 12.3 $ (0.3) $ 4.3
====== ====== ======
EARNINGS PER COMMON
SHARE(7):
Basic ..................... $ 0.62
======
Diluted ................... $ 0.61
======
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING(7):
Basic ..................... 20.0
======
Diluted ................... 20.0
======

<CAPTION>
PRO FORMA
ADJUSTMENTS
PRO FORMA
L-3 1998 1998 THE
ACQUISITION ACQUISITIONS(3) ACQUISITIONS(2) OFFERING PRO FORMA
------------- ----------------- ----------------- --------------- ----------
(in millions, except per share data)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Sales ....................... $703.6 $190.4 $ -- $ -- $894.0
Costs and expenses .......... 638.4 196.3 0.9 (4) -- 835.6
------ ------ -------- -------- ------
Operating income
(loss) ................... 65.2 (5.9) (0.9) -- 58.4
Interest and investment
income (expense) ........... 1.4 (0.1) (1.4)(5) (0.1)
Interest expense ............ 39.8 0.5 4.8 (5) 45.1
------ ------ -------- ------
Income (loss) before
income taxes ............. 26.8 (6.5) (0.9) (6.2) 13.2
Income tax expense
(benefit) .................. 10.5 (4.0) (0.4)(6) (2.4)(6) 3.7
------ ------ -------- -------- ------
Net income (loss) ......... $ 16.3 $ (2.5) $ (0.5) $ (3.8) $ 9.5
====== ====== ======== ======== ======
EARNINGS PER COMMON
SHARE(7):
Basic ..................... $ 0.82 $ 0.37
====== ======
Diluted ................... $ 0.82 $ 0.35
====== ======
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING(7):
Basic ..................... 20.0 6.0 26.0
====== ======== ======
Diluted ................... 20.0 6.0 26.8
====== ======== ======
</TABLE>

See notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

23
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following facts and assumptions were used in determining the pro forma
effect of the Transactions.

1. The Company's historical financial statements reflect the results of
operations of the Company since the effective date of the L-3 Acquisition,
April 1, 1997, and the Predecessor Company historical financial statements
reflect the results of operations of the Predecessor Company for the three
months ended March 31, 1997. The adjustments made to the pro forma
statement of operations for the three months ended March 31, 1997 and for
the year ended December 31, 1997, relating to the L-3 Acquisition are: (a)
the elimination of $1.8 million of sales and $1.8 million of costs and
expenses related to the Hycor business which was acquired as part of the
L-3 Acquisition and which has been accounted for as "net assets of
acquired business held for sale", (b) a reduction to costs and expenses of
$0.8 million to record amortization expenses on the excess of the L-3
Acquisition purchase price over net assets acquired of $303.2 million over
40 years, net of the reversal of amortization expenses of intangibles
included in the Predecessor Company historical financial statements, (c) a
reduction to costs and expenses of $0.6 million to record estimated
pension cost on a separate company basis net of the reversal of the
allocated pension cost included in the Predecessor Company historical
financial statements, (d) a net increase to interest expense of $1.5
million, comprised of a $0.2 million allocated interest expense reduction
related to the Hycor business and a net $1.7 million increase, reflecting
pro forma interest expense of $10.2 million based on actual borrowings of
$400.0 million and the effective cost of borrowing rate incurred by the
Company to finance the L-3 Acquisition less interest expense of
approximately $8.5 million included in the historical financial statements
of the Predecessor Company, and (e) the reversal of a $4.4 million noncash
compensation charge related to the initial capitalization of the Company
included in the Company's historical results of operations for the nine
months ended December 31, 1997 which is nonrecurring in nature. A
statutory (federal, state and foreign) tax rate of 39.0% was assumed on
these pro forma adjustments except for adjustment (e), where no tax effect
has been reflected.

2. On February 5, 1998, L-3 Communications purchased the assets of STS for
$27.0 million of cash. On March 4, 1998, L-3 Communications purchased
substantially all the assets of ILEX for $49.2 million of cash (net of
acquired cash of $2.7 million) plus additional consideration contingent
upon post-acquisition performance of ILEX. On March 30, 1998, L-3
Communications purchased the assets of Ocean Systems for $67.5 million of
cash. The STS and ILEX purchase prices are subject to adjustment based
upon the actual closing net assets as defined. For purposes of the pro
forma financial information, the aggregate purchase prices (including
estimated expenses of $2.6 million) for the 1998 Acquisitions of $146.3
million were assumed to be financed using cash on hand of $77.5 million
and initially using $68.8 million of borrowings under the Revolving Credit
Facility. See Note 5 for the pro forma effects of the Offerings on
interest expense and long-term debt including the Revolving Credit
Facility.

3. The pro forma statements of operations include the following historical
financial data for the 1998 Acquisitions:

The pro forma statement of operations for the three months ended March 31,
1998 includes the following historical data for the periods indicated for
the 1998 Acquisitions.

<TABLE>
<CAPTION>
OCEAN 1998
STS(a) ILEX(a) SYSTEMS(b) ACQUISITIONS
---------- --------- ------------ -------------
($ in millions)
<S> <C> <C> <C> <C>
Sales ............................................ $ 2.3 $4.5 $13.9 $ 20.7
Costs and expenses ............................... 5.9 4.4 12.9 23.2
------ ---- ----- ------
Operating (loss) income ........................ (3.6) 0.1 1.0 (2.5)
Interest and investment income (expense) ......... -- -- -- --
Interest expense ................................. -- -- 0.1 0.1
------ ---- ----- ------
Income (loss) before income taxes .............. (3.6) 0.1 0.9 (2.6)
Income tax (benefit) provision ................... (1.0) -- 0.4 (0.6)
------ ---- ----- ------
Net (loss) income .............................. $ (2.6) $0.1 $ 0.5 $ (2.0)
====== ==== ===== ======
</TABLE>

- ----------
(a) Represents results for the one-month period ended January 31, 1998.

(b) Represents results for the three-month period ended March 31, 1998.

24
<PAGE>
The pro forma statement of operations for the three months ended March 31,
1997 includes the following historical data for the 1998 Acquisitions.
<TABLE>
<CAPTION>
OCEAN 1998
STS ILEX SYSTEMS ACQUISITIONS
--------- -------- --------- -------------
($ in millions)
<S> <C> <C> <C> <C>
Sales ............................................ $ 8.9 $13.8 $ 9.4 $ 32.1
Costs and expenses ............................... 10.6 12.4 17.2 40.2
------ ----- ------ ------
Operating (loss) income ........................ (1.7) 1.4 (7.8) (8.1)
Interest and investment income (expense) ......... -- -- -- --
Interest expense ................................. -- -- 0.1 0.1
------ ----- ------ ------
Income (loss) before income taxes .............. (1.7) 1.4 (7.9) (8.2)
Income tax (benefit) provision ................... (0.5) 0.1 (1.7) (2.1)
------ ----- ------ ------
Net (loss) income .............................. $ (1.2) $ 1.3 $ (6.2) $ (6.1)
====== ===== ====== ======
</TABLE>
The pro forma statement of operations for the year ended December 31, 1997
includes the following historical data for the 1998 Acquisitions. Such data
have been derived from each entity's historical financial statements
included elsewhere herein.
<TABLE>
<CAPTION>
OCEAN 1998
STS(a) ILEX SYSTEMS ACQUISITIONS
---------- -------- --------- -------------
($ in millions)
<S> <C> <C> <C> <C>
Sales ............................................ $ 53.9 $ 63.5 $ 73.0 $190.4
Costs and expenses ............................... 61.7 55.9 78.7 196.3
------ ------ ------ ------
Operating (loss) income ........................ (7.8) 7.6 (5.7) (5.9)
Interest and investment income (expense) ......... -- (0.2) 0.1 (0.1)
Interest expense ................................. -- -- 0.5 0.5
------ ------ ------ ------
Income (loss) before income taxes .............. (7.8) 7.4 (6.1) (6.5)
Income tax (benefit) provision ................... (2.1) 0.5 (2.4) (4.0)
------ ------ ------ ------
Net (loss) income .............................. $ (5.7) $ 6.9 $ (3.7) $ (2.5)
====== ====== ====== ======
</TABLE>
- ----------
(a) Represents fiscal year ended June 30, 1997 plus the six month period ended
December 31, 1997 minus the six month period ended December 31, 1996.

4. The aggregate estimated excess of purchase price over fair value of net
assets acquired related to the 1998 Acquisitions is $89.0 million,
comprised of $37.2 million and $51.8 million, respectively, for ILEX and
Ocean Systems and is being amortized over 40 years resulting in a pro
forma charge of $2.2 million per annum. Based upon preliminary estimates
of fair value, the acquisition of STS resulted in no goodwill being
recorded since the purchase price was equal to the net assets acquired.

Adjustments to costs and expenses in the pro forma statements of operations
relating to the 1998 Acquisitions were comprised of the following:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED
--------------------- DECEMBER 31,
1998 1997 1997
--------- --------- -------------
($ in millions)
<S> <C> <C> <C> <C>
(a) Amortization expense of estimated purchase cost in excess of
net assets ......................................................... $ 0.4 $ 0.6 $ 2.2
(b) Elimination of goodwill amortization expense included in the
historical financial statements for the 1998 Acquisitions .......... (0.1) (0.1) (2.1)
(c) Estimated rent expense on the Sylmar facility of Ocean
Systems which will not be acquired by
L-3 Communications ................................................. 0.3 0.3 1.1
(d) Elimination of depreciation expense on buildings and
improvements on the Sylmar facility of Ocean Systems
which will not be acquired by L-3 Communications ................... (0.1) (0.1) (0.3)
------ ------ ------
Total increase to costs and expenses .............................. $ 0.5 $ 0.7 $ 0.9
====== ====== ======
</TABLE>
5. Adjustments to the pro forma statements of operations include the
elimination of interest income of $0.8 million and $1.4 million for the
three months ended March 31, 1998 and the year ended December 31, 1997,
respectively, to reflect the use of cash on hand to fund partially the
aggregate
25
<PAGE>

purchase prices for the 1998 Acquisitions. Adjustments to pro forma
interest expense include increases of $0.6 million, $1.3 million and $4.8
million for the three months ended March 31, 1998 and 1997 and the year
ended December 31, 1997, respectively, to reflect interest expense on the
pro forma outstanding debt after the use of proceeds of the Offerings. The
details of interest expense, after such pro forma adjustments follow:

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED
------------------- DECEMBER 31,
1998 1997 1997
-------- -------- -------------
($ in millions)
<S> <C> <C> <C>
Interest on the 1997 Notes (10.375% on $225.0 million)......... $ 5.8 $ 5.8 $23.3
Interest on the Notes (8.50% on $180.0 million)................ 3.8 3.8 15.3
Interest on borrowings under Term Loan Facilities (8.0% on
$33.1 million)................................................ 0.7 0.7 2.8
Interest on industrial development bond (4.0% on $1.3
million) ..................................................... -- -- 0.1
Commitment fee of 0.5% on unused portion of Revolving
Credit Facility (0.5% on $200.0 million) ..................... 0.3 0.3 1.0
Amortization of deferred debt issuance costs .................. 0.7 0.7 2.6
----- ----- -----
Total pro forma interest expense ........................... $11.3 $11.3 $45.1
===== ===== =====
</TABLE>

In accordance with SEC regulations, the pro forma statement of operations
does not reflect interest income on the $100.0 million pro forma cash
balance.

The Offerings include the sale of 6.0 million shares of Common Stock for
$132.0 million and $180.0 million of Notes. The net proceeds from the
Offerings of $295.0 million, after deducting estimated expenses of $17.0
million, including $6.2 million of debt issuance costs, have been assumed
to reduce borrowings under the Revolving Credit Facility and Term Loan
Facilities by $204.1 million and increase cash and cash equivalents by
$90.9 million. On a pro forma basis the March 31, 1998 balance sheet
reflects the following adjustments and resulting balances:

<TABLE>
<CAPTION>
INCREASE (DECREASE)
--------------------
($ in millions)
<S> <C>
Cash and cash equivalents ............................................... $ 90.9
========
Senior subordinated notes (proceeds from the Notes) ..................... 180.0
========
Other assets (deferred debt issuance costs) ............................. 6.2
========
The net proceeds from the Offerings will be used to reduce borrowings and
were recorded as follows:
Current portion of long-term debt ...................................... $ (3.9)
Revolving Credit Facility .............................................. (67.8)
Term Loan Facilities ................................................... (132.4)
--------
$ (204.1)
========
Shareholders' equity:
Proceeds of sale of Common Stock, less expenses ......................... $ 121.2
Conversion of Class B Common stock subject to repurchase agreement to
Class A Common Stock ................................................... 19.0
--------
$ 140.2
========
</TABLE>

26
<PAGE>

The following presents summary balance sheet data as of March 31, 1998
after giving effect to the Offerings:

<TABLE>
<CAPTION>
($ in millions)
<S> <C>
Current assets ................ $406.9
======
Other assets .................. 75.4
======
Total assets .................. 977.5
======
Current liabilities ........... 219.4
======
Long term debt ................ 439.4
======
Shareholders' equity .......... 259.9
======
</TABLE>

6. The pro forma adjustments were tax-effected, as appropriate, using a
statutory (federal, state and foreign) tax rate of 39.0%.

7. Pro forma basic earnings per common share are computed based upon the
weighted-average number of shares of Common Stock outstanding, giving
effect to the Common Stock Offering. Pro forma diluted earnings per Common
Stock are computed based upon: (a) the weighted average number of shares
of Common Stock and potential Common Stock outstanding, to the extent the
potential common stock is not anti-dilutive, giving effect to the Common
Stock Offering; and (b) an assumed average market price of Common Stock
for the year ended December 31, 1997 and the three months ended March 31,
1998 and 1997 of $22.00 per share, based on the initial public offering
price of the Common Stock, used for the assumed purchase of common shares
for treasury. For purposes of these earnings per share computations, Class
B Common Stock of Holdings subject to repurchase agreement has been
included in the weighted average number of shares of Common Stock
outstanding because the Class B Common Stock converts to Class A Common
Stock upon the completion of the Common Stock Offering.

27
<PAGE>

SELECTED FINANCIAL INFORMATION

The selected unaudited pro forma data as of March 31, 1998 and for the
three months ended March 31, 1998 and 1997 and for the year ended December 31,
1997 have been derived from, and should be read in conjunction with, the
unaudited pro forma condensed consolidated financial statements included
elsewhere herein. The unaudited pro forma statement of operations and other
data reflect the L-3 Acquisition, the 1998 Acquisitions and the Offerings as if
such transactions had occurred on January 1, 1997 for the statement of
operations and other data. The unaudited pro forma balance sheet data reflect
the Offerings as if such transactions had occurred on March 31, 1998.

The selected consolidated (combined) financial data as of December 31,
1997, 1996, 1995 and 1994, and for the nine months ended December 31, 1997, the
three months ended March 31, 1997 and the years ended December 31, 1996 and
1995 have been derived from the audited financial statements for the respective
periods. The selected consolidated (combined) financial data as of and for the
periods ended March 31, 1998, December 31, 1993 and March 31, 1993, the nine
months ended December 31, 1993 and the three months ended March 31, 1993 have
been derived from the unaudited financial statements of the Company. In the
opinion of management, such unaudited financial statements reflect all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation of the results for the interim periods presented. The
results of operations for the three months ended March 31, 1998 may not be
indicative of results for the full year.

The selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated (Combined) Financial Statements of the Company
(Predecessor Company) and the Loral Acquired Businesses included elsewhere
herein. Prior to April 1, 1996, the Predecessor Company was only comprised of
Communication Systems -- East.

<TABLE>
<CAPTION>
COMPANY
------------------------------------------------------
NINE
THREE MONTHS ENDED YEAR ENDED MONTHS
MARCH 31, 1998 DECEMBER 31, ENDED
-------------------------- 1997 DEC. 31,(1)
PRO FORMA HISTORICAL PRO FORMA 1997
------------- ------------ -------------- -------------
(in millions, except per share data)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales ....................... $207.3 $ 186.6 $ 894.0 $ 546.5
Operating income ............ 11.1 14.1 58.4 51.5(5)
Interest expense, net(6) . 11.3 9.8 45.2 28.5
Provision (benefit) for
income taxes(6) ............ 0.4 1.7 3.7 10.7
Net income (loss) ........... (0.6) 2.6 9.5 12.3(5)
Net income (loss) per
share:
Basic ...................... $(0.02) $ 0.13 $ 0.37 $ 0.62(5)
Diluted .................... (0.02) 0.13 0.35 0.61(5)
Weighted average
number of shares
outstanding:
Basic ...................... 26.2 20.2 26.0 20.0
Diluted .................... 27.3 20.8 26.8 20.0
BALANCE SHEET DATA:
Working capital ............. $187.5 $ 92.6 $ 131.8
Total assets ................ 977.5 880.4 703.4
Long-term debt .............. 439.4 459.6 392.0
Invested equity .............
Shareholders' equity ........ 259.9 119.7 113.7
OTHER DATA:
EBITDA(7) ................... $ 20.0 $ 21.6 $ 95.1 $ 78.1
Net cash from
(used in) operating
activities ................. 11.1 73.9
Net cash (used in)
investing activities ....... (148.7) (457.8)
Net cash from
(used in) financing
activities ................. 69.2 461.4
Depreciation expense ........ 5.3 4.6 22.0 13.3
Amortization expense ........ 3.6 2.9 14.7 8.9
Capital expenditures ........ 2.9 2.3 19.9 11.9
Ratios of:
Earnings to fixed
charges(8) ................ --(9) 1.4x 1.3x 1.7x
EBITDA to cash
interest
expense(11)(12) ........... 2.5x 2.5x 2.2x
Net debt to
EBITDA(12)(13) ............ 3.2x 4.6x 3.7x

<PAGE>

<CAPTION>
PREDECESSOR COMPANY
--------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------- -------------
THREE NINE THREE
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
MARCH 31, DEC. 31,(3) MARCH 31,(4)
1997 1996(2) 1995(3) 1994(3) 1993 1993
------------- ----------- --------- --------- ------------- -------------
(in millions, except per share data)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Sales ....................... $158.9 $ 543.1 $166.8 $ 218.9 $ 200.0 $67.8
Operating income ............ 7.9 43.7 4.7 8.4 12.4 5.1
Interest expense, net(6) . 8.4 24.2 4.5 5.5 4.1
Provision (benefit) for
income taxes(6) ............ (0.2) 7.8 1.2 2.3 3.8 2.0
Net income (loss) ........... (0.3) 11.7 (1.0) 0.6 4.5 3.1
Net income (loss) per
share:
Basic ......................
Diluted ....................
Weighted average
number of shares
outstanding:
Basic ......................
Diluted ....................
BALANCE SHEET DATA:
Working capital ............. $ 98.8 $ 21.1 $ 19.3 $ 24.7 $22.8
Total assets ................ 593.3 228.5 233.3 241.7 93.5
Long-term debt ..............
Invested equity ............. 473.6 194.7 199.5 202.0 59.9
Shareholders' equity ........
OTHER DATA:
EBITDA(7) ................... $15.7 $ 71.8 $ 16.3 $ 19.9 $ 23.4 $ 7.0
Net cash from
(used in) operating
activities ................. (16.3) 30.7 9.3 21.8
Net cash (used in)
investing activities ....... (4.3) (298.0) (5.5) (3.7)
Net cash from
(used in) financing
activities ................. 20.6 267.3 (3.8) (18.1)
Depreciation expense ........ 4.5 14.9 5.5 5.4 6.1 1.8
Amortization expense ........ 3.3 13.2 6.1 6.1 4.9 0.1
Capital expenditures ........ 4.3 13.5 5.5 3.7 2.6 0.8
Ratios of:
Earnings to fixed
charges(8) ................ --(10) 1.7x 1.0x 1.4x 2.5x --
EBITDA to cash
interest
expense(11)(12) ...........
Net debt to
EBITDA(12)(13) ............
</TABLE>

(Footnotes on following page)

28
<PAGE>

- ----------
(1) Reflects the L-3 Acquisition effective April 1, 1997.

(2) Reflects ownership of Loral's Communication Systems -- West and
Specialized Communication Products businesses commencing April 1, 1996.

(3) Reflects ownership of Communication Systems -- East by Lockheed Martin
effective April 1, 1993.

(4) Reflects ownership of Communications Systems -- East by GE Aerospace. The
amounts shown herein include only those amounts as reflected in the
financial records of Communications Systems -- East.

(5) Includes a nonrecurring, noncash compensation charge of $4.4 million
($0.22 per share) related to the initial capitalization of the Company,
effective April 1, 1997.

(6) For periods prior to April 1, 1997, interest expense and income tax
(benefit) provision were allocated from Lockheed Martin.

(7) EBITDA is defined as operating income plus depreciation expense and
amortization expense (excluding the amortization of deferred debt issuance
costs) and the nonrecurring, noncash compensation charge of $4.4 million
recorded on April 1, 1997. EBITDA is not a substitute for operating
income, net income and cash flow from operating activities as determined
in accordance with generally accepted accounting principles as a measure
of profitability or liquidity. EBITDA is presented as additional
information because management believes it to be a useful indicator of the
Company's ability to meet debt service and capital expenditure
requirements.

(8) For purposes of this computation, earnings consist of income before income
taxes plus fixed charges. Fixed charges consist of interest on
indebtedness plus that portion of lease rental expense representative of
the interest element.

(9) Earnings were insufficient to cover fixed charges by $0.5 million for the
three months ended March 31, 1997.

(10) Pro forma earnings would have been insufficient to cover pro forma fixed
charges by $0.2 million for the three months ended March 31, 1998.

(11) For purposes of this computation, cash interest expense consists of pro
forma interest expense excluding amortization of deferred debt issuance
costs.

(12) These ratios as of and for the three months ended March 31, 1998 are
based on the results of operations for the twelve month period ended
March 31, 1998. The pro forma ratios have been calculated by adding the
pro forma EBITDA and cash interest expense for the year ended December
31, 1997 and the three months ended March 31, 1998 and deducting the pro
forma EBITDA and cash interest expense for the three months ended March
31, 1997. For purposes of computing pro forma EBITDA for the three months
ended March 31, 1997, depreciation expense and amortization expense were
$6.0 million and $2.7 million, respectively. The historical ratios have
been calculated by adding historical EBITDA and cash interest expense for
the nine months ended December 31, 1997 and the three months ended March
31, 1998.

(13) Net debt is defined as long-term debt plus current portion of long-term
debt less cash and cash equivalents.

29
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The section of this Prospectus entitled "Risk Factors" should be read in
conjunction with this Management's Discussion and Analysis of Financial
Condition and Results of Operations section.

GENERAL

The Company is a leading merchant supplier of sophisticated secure
communication systems and specialized communication products including secure,
high data rate communication systems, microwave components, avionics and ocean
systems, telemetry, instrumentation and space products. These systems and
products are critical elements of virtually all major communication, command
and control, intelligence gathering and space systems. The Company's systems
and specialized products are used to connect a variety of airborne, space,
ground- and sea-based communication systems and are incorporated into the
transmission, processing, recording, monitoring and dissemination functions of
these communication systems. The Company's customers include the DoD, selected
Government intelligence agencies, major aerospace/defense prime contractors,
foreign governments and commercial customers. The Company operates primarily in
one industry segment, electronic components and systems.

All domestic government contracts and subcontracts of the Company are
subject to audit and various cost controls, and include standard provisions for
termination for the convenience of the Government. Multi-year Government
contracts and related orders are subject to cancellation if funds for contract
performance for any subsequent year become unavailable. Foreign government
contracts generally include comparable provisions relating to termination for
the convenience of the relevant foreign government.

The defense industry has recently undergone significant changes
precipitated by ongoing federal budget pressures and new roles and missions to
reflect changing strategic and tactical threats. Since the mid-1980's, the
overall U. S. defense budget has declined in real dollars. In response, the DoD
has focused its resources on enhancing its military readiness, joint operations
and digital command and control communications by incorporating advanced
electronics to improve the performance, reduce operating cost and extend the
life expectancy of its existing and future platforms. The emphasis on system
interoperability, force multipliers and providing battlefield commanders with
real-time data is increasing the electronics content of nearly all of the major
military procurement and research programs. As a result, the DoD's budget for
communications and defense electronics is expected to grow. According to
Federal Sources, an independent private consulting group, the defense budget
for C3I is expected to increase from $31.0 billion in the fiscal year ended
September 30, 1997 to $42.0 billion in the fiscal year ended September 30,
2002, a compound annual growth rate of 6.3%.

ACQUISITION HISTORY

The Company was formed to acquire substantially all of the assets of (i)
nine business units previously purchased by Lockheed Martin as part of its
acquisition of Loral in April 1996 (the "Loral Acquired Businesses") which
include eight business units of Loral ("Specialized Communications products")
and one business unit purchased by Loral as part of its acquisition of the
Defense Systems business of Unisys Corporation in May 1995 ("Communications
System -- West"), and (ii) one business unit purchased by Lockheed Martin as
part of its acquisition of the aerospace business of General Electric Company
in April 1993 ("Communication Systems -- East"). Collectively, the Loral
Acquired Businesses and Communications Systems -- East comprise the
"Predecessor Company" or "Businesses".

The Company acquired the assets and liabilities of Ocean Systems, ILEX and
STS on March 30, 1998, March 4, 1998 and February 5, 1998, respectively.

RESULTS OF OPERATIONS

The following information should be read in conjunction with the Company's
Condensed Consolidated Financial Statements and Consolidated (Combined)
Financial Statements and the notes thereto included herein.

30
<PAGE>

The financial statements reflect the Company's results of operations from
the effective date of the L-3 Acquisition, April 1, 1997, and also include the
results of operations of Ocean Systems, ILEX and STS (collectively, the "1998
Acquisitions") from the effective dates of such acquisitions, which were March
31, 1998 for Ocean Systems, and February 1, 1998 for ILEX and STS. The results
of operations presented below exclude the results of operations of the 1998
Acquisitions for the years ended December 31, 1997, 1996 and 1995.

The financial statements also reflect the results of operations of the
Predecessor Company for the three months ended March 31, 1997 and the years
ended December 31, 1996 and 1995 which include the results of operations of the
Loral Acquired Businesses beginning on April 1, 1996, the effective date of
that acquisition by Lockheed Martin. Therefore, the results of operations for
the year ended December 31, 1996 reflect the results of operations of the Loral
Acquired Businesses for the nine months from April 1, 1996 to December 31,
1996. Accordingly, changes between periods for the year ended December 31, 1997
and the year ended December 31, 1996 of the Predecessor Company are
significantly affected by the timing of the L-3 Acquisition and Loral Acquired
Businesses acquisition. The results of operations for the year ended December
31, 1995 and the period from January 1 to March 31, 1996 only comprise the
results of operations of Communications Systems -- East. Operating income of
the Company and the Predecessor Company are not directly comparable between
periods indicated as a result of the effects of valuation of assets and
liabilities recorded in accordance with Accounting Principles Board Opinion No.
16 ("APB 16") by the Company and the Predecessor Company, in the purchase
accounting for the L-3 Acquisition and Loral Acquired Businesses acquisition.
Interest expense and income taxes expense for the periods are also not
comparable and the impact of interest expense and income tax expense on the
Company is discussed below.

As indicated in Note 6 to the Consolidated (Combined) Financial Statements
as of December 31, 1997, effective April 1, 1997 the Company has accounted for
the sale of its Hycor business in accordance with FASB Emerging Issues Task
Force Issue No. 87-11 "Allocation of Purchase Price to Assets to Be Sold".
Accordingly, the results of operations of the Hycor business are not included
in the results of operations of the Company for the three months ended March
31, 1998 and the nine months ended December 31, 1997. Hycor is a business unit
of the Loral Acquired Businesses, and, accordingly, Hycor is only included in
the results of operations of the Predecessor Company beginning on April 1,
1996, the effective date of the Loral Acquired Businesses acquisition by
Lockheed Martin. On January 29, 1998, the Company sold the Hycor business,
excluding land and buildings, for $3.5 million in cash subject to adjustment
based on final closing net assets.

The results of operations of the Predecessor Company for the three months
ended March 31, 1997 and the years ended December 31, 1996 and 1995, include
certain costs and expenses allocated by Lockheed Martin for corporate office
expenses based primarily on the allocation methodology prescribed by government
regulations pertaining to government contractors. Interest expense was
allocated based on Lockheed Martin's actual weighted average consolidated
interest rate applied to the portion of the beginning of the year invested
equity deemed to be financed by consolidated debt based on Lockheed Martin's
debt to equity ratio on such date. The provision (benefit) for income taxes was
allocated to the Predecessor Company as if it were a separate taxpayer,
calculated by applying statutory rates to reported pre-tax income after
considering items that do not enter into the determination of taxable income
and tax credits related to the Predecessor Company. Also, pension and
post-employment benefit costs were allocated based on employee headcount.
Accordingly, the results of operations and financial position hereinafter of
the Predecessor Company may not be the same as would have occurred had the
Predecessor Company been an independent entity.

31
<PAGE>

THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31,
1997

The following table sets forth selected statement of operations data for
the Company and the Predecessor Company for the periods indicated.

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
---------------- --------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- --------------------
($ in millions)
<S> <C> <C>
Sales .................................................................... $ 186.6 $ 158.9
Costs and expenses ....................................................... 172.5 151.0
Operating income ......................................................... 14.1 7.9
Net interest expense ..................................................... 9.8 8.4
Income (loss) before income taxes ........................................ 4.3 (0.5)
Income tax expense (benefit) ............................................. 1.7 (0.2)
Net income (loss) ........................................................ 2.6 (0.3)
Depreciation and amortization expenses included in operating income ...... 7.5 7.8
EBITDA(1) ................................................................ 21.6 15.7
</TABLE>

- ----------
(1) EBITDA is defined as operating income plus depreciation expense and
amortization expense (excluding the amortization of debt issuance costs).
EBITDA is not a substitute for operating income, net income or cash flows
from operating activities as determined in accordance with generally
accepted accounting principles as a measure of profitability or
liquidity. EBITDA is presented as additional information because the
Company believes it to be a useful indicator of the Company's ability to
meet debt service and capital expenditure requirements.

Sales increased to $186.6 million for the three months ended March 31,
1998 (the "1998 First Quarter") from $158.9 million for the three months ended
March 31, 1997 (the "1997 First Quarter"). Operating income increased to $14.1
million in the 1998 First Quarter from $7.9 million in the 1997 First Quarter.
Net income increased to $2.6 million in the 1998 First Quarter from a net loss
of $0.3 million in the 1997 First Quarter.

ILEX and STS contributed sales of $16.9 million to the 1998 First Quarter.
The remaining increase of $10.8 million was primarily attributable to an
increase in production and shipments on the CHBDL and UAV programs and
increased sales volumes on the E2-C and F-14 display systems and RF safety
products, partially offset by lower sales volume on the U-2 Program.

Operating income increased by $6.2 million to $14.1 million in the 1998
First Quarter from $7.9 million in the 1997 First Quarter. Operating income as
a percentage of sales increased to 7.6% for the 1998 First Quarter compared to
5.0% for the 1997 First Quarter. The increase in operating margins for the 1998
First Quarter is attributable to improved operating performance on sales of
aviation recorders and display systems and increased sales volume on the CHBDL
program and RF safety products, partially offset by lower sales volume on the
U-2 Program. Also, the 1997 First Quarter operating income was negatively
impacted by losses incurred on three programs by Communication Systems -- East.
ILEX and STS contributed $0.3 million of operating income to the 1998 First
Quarter.

EBITDA for the 1998 First Quarter increased by $5.9 million to $21.6
million from $15.7 million in the 1997 First Quarter. EBITDA as a percentage of
sales ("EBITDA margin") increased to 11.6% for the 1998 First Quarter compared
to 9.9% for the 1997 First Quarter. The increases in EBITDA and EBITDA margin
were attributable to the items affecting the trends in operating income between
the 1998 First Quarter and the 1997 First Quarter discussed above.

Sales and operating income of the Hycor business included in the
Predecessor Company's results of operations for the 1997 First Quarter were
$1.8 million and $0.0 million, respectively.

Net interest expense for the 1998 First Quarter was $9.8 million
representing interest expense on the Company's borrowings under the Senior
Credit Facilities and the 10 3/8% senior subordinated notes, and related
amortization of debt issuance cost, less interest income of $0.8 million.
Interest expense for the 1997 First Quarter of $8.4 million was allocated to
the Predecessor Company by applying Lockheed

32
<PAGE>

Martin's weighted average consolidated interest rate to the portion of the
Predecessor Company's invested equity account deemed to be financed by Lockheed
Martin's consolidated debt.

The income tax provision for the 1998 First Quarter reflects the Company's
estimated effective income tax rate of 39%. In the 1997 First Quarter, income
taxes were allocated to the Predecessor Company by Lockheed Martin and the
effective income tax rate was significantly impacted by amortization of costs
in excess of net assets acquired, which were not deductible for income tax
purposes.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

The following table sets forth selected statement of operations data for
the Company and the Predecessor Company for the periods indicated.

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
-------------- ------------------------------------------------------------------
NINE MONTHS NINE MONTHS THREE MONTHS THREE MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, MARCH 31, MARCH 31, DECEMBER 31,
1997 1996 1997 1996 1996
-------------- -------------- ---------------- -------------- -------------
($ in millions)
<S> <C> <C> <C> <C> <C>
Sales ................................. $ 546.5 $ 501.9 $ 158.9 $ 41.2 $ 543.1
Costs and expenses .................... 490.6 459.9 151.0 39.5 499.4
Noncash compensation charge ........... 4.4 -- -- -- --
Operating income ...................... 51.5 42.0 7.9 1.7 43.7
Net interest expense .................. 28.5 22.2 8.4 2.0 24.2
Income (loss) before income taxes ..... 23.0 19.8 (0.5) (0.3) 19.5
Income tax provision (benefit) ........ 10.7 7.6 (0.2) 0.2 7.8
Net income (loss) ..................... 12.3 12.2 (0.3) (0.5) 11.7
</TABLE>

Sales for the nine months ended December 31, 1997 as compared to the
corresponding period in 1996 increased by $44.6 million, of which $30.5 million
is attributable to the Loral Acquired Businesses and $14.1 million to
Communication Systems -- East. The increase in sales is attributable to
increased volume in sales of microwave components, CHBDL, UAV programs, F-14
display system contract, power supplies and P3-C Repair Depot.

Operating income for the nine months ended December 31, 1997 as compared
to the corresponding period in 1996 increased by $9.5 million. The net increase
was comprised of increases of $5.8 million attributable to the Loral Acquired
Businesses and $8.1 million to Communication Systems -- East, partially offset
by a nonrecurring, noncash compensation charge of $4.4 million recorded
effective April 1, 1997, related to the initial capitalization of L-3. The
increase in operating income for the nine months ended December 31, 1997 is
attributable to increased sales, improved operating performance on sales of
aviation recorders, passive microwave components and display systems, the
GEMnet product-line and P3-C Repair Depot sales, partially offset by $3.3
million of cost of sales related to ongoing certification efforts for the
Company's Explosive Detection System ("EDS") contract and lower sales volume on
the U-2 Program.

Sales and operating income for the three months ended March 31, 1997
increased by $117.7 million and $6.2 million, respectively, as compared to the
corresponding period in 1996. The increases are attributable to the acquisition
of the Loral Acquired Businesses, offset by losses incurred on three programs
by Communication Systems -- East.

Sales and operating income of the Hycor business included in the
Predecessor Company's results of operations for the three months ended March
31, 1997 and the year ended December 31, 1996 were $1.8 million and $0.0
million, and $7.5 million and $0.3 million, respectively.

Net interest expense for the nine months ended December 31, 1997 was $28.5
million representing interest expense on the Company's outstanding borrowings
(see Note 8 to Consolidated (Combined) Financial Statements as of December 31,
1997), and amortization of debt issuance costs, less interest income of $1.4
million and interest expense of $0.6 million allocated to the Hycor business
net assets held for sale. Interest expense for the three months ended March 31,
1997 and the prior period was $8.4 million and $24.2 million, respectively, and
was allocated to the Predecessor Company by applying Lockheed

33
<PAGE>

Martin's weighted average consolidated interest rate to the portion of the
Predecessor Company's invested equity account deemed to be financed by Lockheed
Martin's consolidated debt. The increase in interest expense reflects higher
interest rates on the third party debt, as compared to the interest rate
utilized to calculate interest expense by the Predecessor Company.

The income tax provision for the nine months ended December 31, 1997
reflects the Company's effective income tax rate of 46.5%, which was
significantly impacted by the noncash compensation charge of $4.4 million which
is not deductible for income tax purposes. For the three months ended March 31,
1997 and in the prior period, income taxes were allocated to the Predecessor
Company by Lockheed Martin and the effective income tax rate was significantly
impacted by amortization of costs in excess of net assets acquired, which were
not deductible for income tax purposes. See Note 11 to Consolidated (Combined)
Financial Statements as of December 31, 1997.

SUPPLEMENTAL ANALYSIS OF ANNUAL RESULTS OF OPERATIONS OF THE COMPANY AND THE
PREDECESSOR COMPANY

As noted above, the Company's financial statements reflect operations
since the effective date of the L-3 Acquisition, April 1, 1997, and the results
of operations for the year ended December 31, 1996 represent the results of
operations of the Predecessor Company, and include the results of operations of
the Loral Acquired Businesses beginning on April 1, 1996, the effective date of
that acquisition. Accordingly, changes between periods for the year ended
December 31, 1997 to the year ended December 31, 1996 of the Predecessor
Company are significantly affected by the timing of these acquisitions. To
enable investors to better assess the trends in the results of operations and
to facilitate comparisons, the following presentation of results of operations
for the year ended December 31, 1997 were obtained by aggregating, without
adjustment, the historical results of operations of the Predecessor Company for
the period from January 1, 1997 through March 31, 1997 with the historical
results of operations of the Company for the nine months period from April 1,
1997 through December 31, 1997 (the "1997 period"), and the results of
operations for the year ended December 31, 1996 were obtained by aggregating,
without adjustments, the historical results of operations of the Predecessor
Company for the year ended December 31, 1996 with the historical results of
operations of the Loral Acquired Businesses for the period from January 1, 1996
through March 31, 1996 (the "1996 period"). All the historical results were
derived from the audited financial statements for respective periods included
herein.

The following table sets forth historical selected statement of operations
data for the Company, Predecessor Company and the Loral Acquired Businesses for
the periods indicated and the related calendar year results of operation data
derived therefrom.

<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR LORAL ACQUIRED
COMPANY COMPANY COMPANY BUSINESSES
-------------- -------------- ------------- ---------------
NINE MONTHS THREE MONTHS YEAR THREE MONTHS
ENDED ENDED ENDED ENDED
DECEMBER 31, MARCH 31, 1997 DECEMBER 31, MARCH 31, 1996
1997 1997 PERIOD 1996 1996 PERIOD
-------------- -------------- --------- ------------- --------------- ---------
($ in millions)
<S> <C> <C> <C> <C> <C> <C>
Sales ...................... $546.5 $158.9 $705.4 $543.1 $132.2 $675.3
Costs and expenses ......... 490.6 151.0 641.6 499.4 124.4 623.8
Non cash compensation
charge .................... 4.4 -- 4.4 -- -- --
------ ------ ------ ------ ------ ------
Operating income ........... $ 51.5 $ 7.9 $ 59.4 $ 43.7 $ 7.8 $ 51.5
====== ====== ====== ====== ====== ======
EBITDA(1) .................. $ 78.1 $ 15.7 $ 93.8 $ 71.8 $ 12.8 $ 84.6
====== ====== ====== ====== ====== ======
</TABLE>

- ----------
(1) EBITDA is defined as operating income plus depreciation expense and
amortization expense (excluding the amortization of debt issuance costs)
and the nonrecurring, noncash compensation charge. EBITDA is not a
substitute for operating income, net income or cash flows from operating
activities as determined in accordance with generally accepted accounting
principles as a measure of profitability or liquidity. EBITDA is
presented as additional information because the Company believes it to be
a useful indicator of the Company's ability to meet debt service and
capital expenditure requirements.

34
<PAGE>

Sales for the 1997 period increased to $705.4 million from $675.3 million
for the 1996 period. Operating income increased to $63.1 million in the 1997
period from $51.5 million in the 1996 period. Operating income is not directly
comparable between the periods as a result of the effects of valuation of
assets and liabilities in accordance with Accounting Principles Opinion No. 16.

The sales increase in the 1997 period was primarily attributable to sales
of the Loral Acquired Businesses which increased by $18.1 million to $531.4
million in the 1997 period as compared to $513.3 million in the 1996 period.
This sales increase was primarily attributable to increased sales volume on
E2-C antenna program, the E2-C and F-14 display systems and passive microwave
components, additional production and shipments on CHBDL and UAV programs, and
partially offset by lower sales volume on the U-2 Program. Additionally, sales
of Communication Systems -- East increased by $12.0 million to $174.0 million
in the current period from $162.0 million in the 1996 period, and were
primarily attributable to increased sales of power supplies, the GEMnet product
line and the P3-C Repair Depot.

Operating income increased by $7.9 million or 15.3% to $59.4 million in
the 1997 period from $51.5 million in the 1996 period. Operating income as a
percentage of sales increased to 8.4% in the 1997 period as compared to 7.6% in
the 1996 period. The increase in operating income was largely attributable to
cost reductions, increased sales volume of the Loral Acquired Businesses and
operating improvements at Communications Systems -- East. Operating income for
the 1997 period also included (i) a nonrecurring, noncash compensation charge
of $4.4 million recorded effective April 1, 1997, related to the initial
capitalization of L-3 and (ii) fourth quarter cost of sales of $3.3 million
related to on-going certification efforts for the Company's EDS contract.
Excluding the noncash compensation charge and the EDS costs, operating income
would have been $67.1 million for the 1997 period and operating income as a
percentage of sales would have been 9.5%.

EBITDA for the 1997 period increased by $9.2 million to $93.8 million from
$84.6 million from the 1996 period. EBITDA margin increased to 13.3% for the
1997 period from 12.5% for the 1996 period. The increases in EBITDA and EBITDA
margin were attributable to the items affecting the trends in operating income
between the 1997 period and 1996 period discussed above.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

The following table sets forth selected statement of operations data for
the Predecessor Company for the periods indicated.

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
---------------------
YEAR ENDED
DECEMBER 31,
---------------------
1996 1995
--------- ---------
($ in millions)
<S> <C> <C>
Sales .............................. $543.1 $166.8
Costs and expenses ................. 499.4 162.1
Operating income ................... 43.7 4.7
Net interest expense ............... 24.2 4.5
Income before income taxes ......... 19.5 0.2
Income tax provision ............... 7.8 1.2
Net income (loss) .................. 11.7 (1.0)
</TABLE>

The results of operations of the Loral Acquired Businesses are reflected
in the results of operations of the Predecessor Company beginning on April 1,
1996, the effective date of that acquisition by Lockheed Martin. During 1996,
sales increased to $543.1 million from $166.8 million in 1995. Operating income
increased to $43.7 million compared with $4.7 million in 1995. Net income
increased to $11.7 million as compared to a net loss of $1.0 million in 1995.
The Loral Acquired Businesses contributed $13.6 million to net income for the
year ended December 31, 1996.

The sales increase in 1996 was attributable to the sales of the Loral
Acquired Businesses which contributed $381.1 million of the increase. Sales of
Communication Systems -- East decreased in 1996 by $4.8 million as compared to
1995 primarily due to lower volume on Aegis power supplies and SIGINT system
production, partially offset by Local Management Device/Key Processor
("LMD/KP") production startup.

35
<PAGE>

The increase in 1996 operating income was largely attributable to the
Loral Acquired Businesses, which contributed $36.9 million of the increase.
Communication Systems -- East operating income in 1996 increased $2.2 million
primarily due to improved operating performance on the Shipboard Telephone
Communications ("STC-2") program partially offset by increased costs on the
Space Station contract. As a percentage of sales, operating income increased to
8.0% from 2.8%. This increase is attributable to the improvement in
Communication Systems -- East noted above, higher contract margins and
operating improvements in the Loral Acquired Businesses.

Allocated interest expense increased to $24.2 million in 1996 from $4.5
million in 1995 due primarily to the acquisition of the Loral Acquired
Businesses, which was assumed to be fully financed by debt, coupled with a
higher debt-to-equity ratio used in the allocation for Communication Systems --
East. See Note 9 to Consolidated (Combined) Financial Statements.

The effective income tax rate declined to 40% in 1996 as compared to 681%
in 1995. The 1995 effective rate was significantly impacted by non-deductible
amortization of costs in excess of net assets acquired. As a percentage of
income subject to tax, such amortization declined significantly in 1996.

LIQUIDITY AND CAPITAL RESOURCES

THE L-3 ACQUISITION

Effective April 1, 1997, the Company purchased the Businesses from
Lockheed Martin for $503.8 million, after a purchase price adjustment of $21.2
million and acquisition costs of $8.0 million. On November 5, 1997 the L-3
Acquisition Agreement was amended to finalize the purchase price adjustment
which amounted to $21.2 million of which $15.9 million was received on April
30, 1997 and $5.3 million was received on November 7, 1997, plus interest
thereon. The amendment also included the assumption by the Company of Lockheed
Martin's rights and obligations under a contract for the U.S. Army's Command
and Control Vehicle ("C2V") Mission Module Systems ("MMS"), for which the
Company received a cash payment of $12.2 million from Lockheed Martin.

FINANCING

The L-3 Acquisition was funded by a combination of debt and equity
aggregating $525.0 million. The equity of $125.0 million was comprised of $80.0
million in cash contributed to Holdings by the Lehman Partnership and Senior
Management and a $45.0 million retained interest in Holdings by Lockheed Martin
representing partial consideration to Lockheed Martin for its sale of the
Businesses to the Company. In connection with the L-3 Acquisition, the Company
entered into a $275.0 million credit facility consisting of $175.0 million of
term loans (the "Term Loan Facilities") and a $100.0 million revolving credit
facility (the "Revolving Credit Facility") (collectively, the "Senior Credit
Facilities"). The initial debt balance of $400.0 million consisted of $175.0
million of borrowings under the Term Loan Facilities and $225.0 million of 10
3/8% Senior Subordinated Notes (the "1997 Notes") due May 1, 2007.

The required principal payments under the Term Loans Facilities are: $5.0
million in 1998, $11.0 million in 1999, $19.0 million in 2000, $25.0 million in
2001, $33.2 million in 2002, $20.0 million in 2003, and $25.2 million in 2004,
$24.9 million in 2005, and $8.7 million in 2006. Interest payments on the Term
Loan Facilities vary in accordance with the type of borrowings and are made at
a minimum every three months. At December 31, 1997, the Senior Credit
Facilities also included a $100.0 million Revolving Credit Facility. In
February 1998, the Senior Credit Facilities were amended to, among other
things, increase the amount available under the revolving credit facility to
$200.0 million, waive certain excess cash flow prepayments, as defined,
otherwise required, and permit the incurrence of up to an additional $150.0
million of subordinated debt. Other than upon a change of control or the
occurrence of certain asset sales, L-3 Communications will not be required to
repurchase the 1997 Notes until maturity on May 1, 2007. L-3 Communications is
required to make semi-annual interest payments with respect to the 1997 Notes.

The Company has a substantial amount of indebtedness. Based upon the
current level of operations, management believes that the Company's cash flow
from operations, together with available borrowings under the Revolving Credit
Facility, will be adequate to meet its anticipated requirements for working
capital, capital expenditures, research and development expenditures, program
and other discretionary

36
<PAGE>

investments, interest payments and scheduled principal payments for the
foreseeable future including at least the next three years. There can be no
assurance, however, that the Company's business will continue to generate cash
flow at or above current levels or that currently anticipated improvements will
be achieved. If the Company is unable to generate sufficient cash flow from
operations in the future to service its debt, it may be required to sell
assets, reduce capital expenditures, refinance all or a portion of its existing
debt or obtain additional financing. The Company's ability to make scheduled
principal payments, to pay interest on or to refinance its indebtedness depends
on its future performance and financial results, which, to a certain extent,
are subject to general conditions in or affecting the defense industry and to
general economic, political, financial, competitive, legislative and regulatory
factors beyond its control. There can be no assurance that sufficient funds
will be available to enable the Company to service its indebtedness, including
the 1997 Notes, or make necessary capital expenditures and program and
discretionary investments.

On November 5, 1997, L-3 Communications completed its exchange offer
relating to the 1997 Notes and the holders of the 1997 Notes received
registered securities. The 1997 Notes are redeemable at the option of L-3
Communications, in whole or in part, at any time on or after May 1, 2002, at
various redemption prices plus accrued and unpaid interest to the applicable
redemption date. In addition, prior to May 1, 2000, L-3 Communications may
redeem up to 35% of the aggregate principal amount of the 1997 Notes at a
redemption price of 109.375% of the principal amount thereof, plus accrued and
unpaid interest to the redemption date with the net cash proceeds of one or
more equity offerings by Holdings that are contributed to L-3 Communications as
common equity capital. See "Risk Factors -- Substantial Leverage".

The Senior Credit Facilities and the 1997 Notes contain financial
covenants, which remain in effect so long as any amount is owed thereunder by
L-3 Communications. The financial covenants under the Senior Credit Facilities
require that (i) L-3 Communications' debt ratio, as defined, be less than or
equal to 5.50 for the quarter ended December 31, 1997, and that the maximum
allowable debt ratio, as defined, thereafter be further reduced to less than or
equal to 3.1 for the quarters ending after June 30, 2002, and (ii) L-3
Communications' interest coverage ratio, as defined, be at least 1.85 for the
quarter ended December 31, 1997, and thereafter increasing the interest
coverage ratio, as defined, to at least 3.10 for any fiscal quarters ending
after June 30, 2002. At December 31, 1997, L-3 Communications was and has been
in compliance with these covenants at all times.

To mitigate risks associated with changing interest rates on certain of
its debt, the Company entered into the interest rate cap and floor contracts
(the "interest rate agreements"). The Company manages exposure to counterparty
credit risk by entering into the interest rate agreements only with major
financial institutions that are expected to perform fully under the terms of
such agreements. Cash payments to (from) the Company and the counterparties are
made at the end of the quarter to the extent due under the terms of the
interest rate agreements. Such payments are recorded as adjustments to interest
expense. The initial costs of the interest rate agreements are capitalized as
deferred debt issuance costs and amortized into interest expense. The impact of
the interest rate agreements on interest expense was not material for the nine
months ended December 31, 1997. See Note 10 to the Consolidated (Combined)
Financial Statements.

1998 ACQUISITIONS

On March 30, 1998, the Company purchased the assets of Ocean Systems for
$67.5 million of cash. On March 4, 1998, the Company purchased the assets of
ILEX for $51.9 million of cash, subject to adjustment based on closing net
assets, and additional consideration based on post-acquisition performance of
ILEX. On February 5, 1998, the Company purchased the assets of STS for $27.0
million in cash, subject to adjustment based upon closing net assets.

The Company financed the 1998 Acquisitions using cash on hand and
borrowings under the Revolving Credit Facility.

37
<PAGE>

addition to the 1998 Acquisitions, that are either individually or in the
aggregate not material to the financial condition of results of operations of
the Company.

CASH FLOWS

THREE MONTHS ENDED MARCH 31, 1998 COMPARED WITH THREE MONTHS ENDED MARCH 31,
1997

The following table sets forth selected cash flow statement data for the
Company and the Predecessor Company for the periods indicated:

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
---------------- ---------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- ---------------
($ in millions)
<S> <C> <C>
Net cash from (used in) operating activities ......... $ 11.1 $ (16.3)
Net cash (used in) investing activities .............. (148.7) (4.3)
Net cash from financing activities ................... 69.2 20.6
</TABLE>

NET CASH FROM (USED IN) OPERATING ACTIVITIES: Cash provided by operating
activities of the Company for the three months ended March 31, 1998 was $11.1
million. Earnings after adjustment for non-cash items provided $12.3 million,
offset by uses of cash caused by changes in operating assets and liabilities of
$1.3 million, net of amounts acquired. Increases in contracts in process of
$21.3 million during the three months ended March 31, 1998 were partially
offset by increases of $19.8 million primarily in operating liabilities.

Net cash used in operating activities of the Predecessor Company was $16.3
million for the three months ended March 31, 1997, resulting primarily from the
increase in contracts in process and decrease in current liabilities. Cash
flows used by the Loral Acquired Businesses was $10.2 million. Cash used for
operating activities by Communication Systems -- East amounted to $6.1 million.

The Company's current ratio at March 31, 1998 decreased to 1.4:1 compared
with 2.0:1 at December 31, 1997.

NET CASH (USED IN) INVESTING ACTIVITIES: Cash used in investing activities
for the three months ended March 31, 1998 consisted primarily of $151.4
million, net of cash acquired of $2.7 million, paid by the Company for
acquisitions, of which $146.3 million pertained to the 1998 Acquisitions. Cash
proceeds from assets held for sale was $4.8 million. Cash used for capital
expenditures was $2.3 million and $4.3 million, respectively, for the three
months ended March 31, 1998 and the three months ended March 31, 1997. The
Company typically makes capital expenditures related primarily to improvement
of manufacturing facilities and equipment. The Company expects that its capital
expenditures for 1998 will be approximately $27.0 million.

NET CASH FROM FINANCING ACTIVITIES: For the three months ended March 31,
1998, the Company's cash from financing activities was $69.2 million, and was
comprised of borrowings under the Revolving Credit Facility of $67.8 million;
proceeds of $3.0 million from the exercise of stock options on March 2, 1998 by
Mr. Lanza and Mr. LaPenta; scheduled debt payments under the Term Loan
Facilities of $1.0 million; and, debt issuance costs of $0.6 million which were
incurred in connection with the February 1998 amendment to the Senior Credit
Facilities.

Prior to the L-3 Acquisition, the Predecessor Company participated in the
Lockheed Martin cash management system, under which all cash was received and
all payments were made by Lockheed Martin. For purposes of the statements of
cash flows, all transactions with Lockheed Martin were deemed to have been
settled in cash at the time they were recorded by the Predecessor Company. Net
cash from financing activities of the Predecessor Company for the three months
ended March 31, 1997 was $20.6 million, and represent advances from Lockheed
Martin, the Predecessor Company's parent company.

38
<PAGE>

YEAR ENDED DECEMBER 31, 1997 COMPARED WITH YEARS ENDED DECEMBER 31, 1996 AND
1995

The following table sets forth selected cash flow statement data for the
Company and the Predecessor Company for the periods indicated:

<TABLE>
<CAPTION>
PREDECESSOR PREDECESSOR
COMPANY COMPANY COMPANY
-------------- -------------- ----------------------
YEAR
NINE MONTHS THREE MONTHS ENDED
ENDED ENDED DECEMBER 31,
DECEMBER 31, MARCH 31, ----------------------
1997 1997 1996 1995
-------------- -------------- ----------- --------
($ in millions)
<S> <C> <C> <C> <C>
Net cash from (used in) operating activities ......... $ 73.9 $ (16.3) $ 30.7 $ 9.3
Net cash (used in) investing activities .............. (457.8) (4.3) (298.0) (5.5)
Net cash from (used in) financing activities ......... 461.4 20.6 267.3 (3.8)
</TABLE>

NET CASH FROM (USED IN) OPERATING ACTIVITIES: Cash provided by operating
activities of the Company for the nine months ended December 31, 1997 was $73.9
million. Cash provided by operations benefited from improved operating results,
effective management of contracts in process and increases in accrued
employment costs. Contracts in process declined by $18.2 million to $167.2
million from April 1, 1997 to December 31, 1997, and was primarily attributable
to collections of and reductions in the levels of commercial and affiliate
receivables.

Net cash used in operating activities of the Predecessor Company was $16.3
million for the quarter ended March 31, 1997, resulting primarily from the
increase in contracts in process and decrease in current liabilities. Cash
flows used by the Loral Acquired Businesses was 10.2 million. Cash used for
operating activities by Communication Systems -- East amounted to $6.1 million.

Cash provided by operating activities of the Predecessor Company was $30.7
million in 1996 and $9.3 million in 1995. The increase of $21.4 million in 1996
was due primarily to the impact of the Loral Acquired Businesses which were
acquired by Lockheed Martin effective April 1, 1996. Earnings after adjustment
for non-cash items provided $36.7 million, offset by changes in other operating
assets and liabilities. Without the Loral Acquired Businesses, cash provided by
operating activities for Communication Systems--East increased to $13.7 million
in 1996, 46% over 1995.

The Company's current ratio at December 31, 1997 remained constant at
2.0 : 1 as compared to the Predecessor Company's current ratio at December 31,
1996.

NET CASH (USED IN) INVESTING ACTIVITIES: Cash used in investing
activities for the nine months ended December 31, 1997 consisted primarily of
$466.3 million paid by the Company for the L-3 Acquisition (See Note 1 to
Consolidated (Combined) Financial Statements); offset by proceeds from the sale
of the Company's Sarasota, Florida property of approximately $9.5 million and
cash received in connection with the assumption of obligations under the C2V
MMS contract from Lockheed Martin of $12.2 million. During the year ended
December 31, 1996, $287.8 million was paid by the Predecessor Company for the
acquisition of the Loral Acquired Businesses. See Note 4 to the Consolidated
(Combined) Financial Statements. In addition, for the nine months ended
December 31, 1997 and the three months ended March 31, 1997, $11.9 million and
$4.3 million, respectively, was used for capital expenditures, and $5.1 million
and $0.0 million, respectively, for purchase of investments. The Company
typically makes capital expenditures related primarily to improvement of
manufacturing facilities and equipment. The Company expects that its capital
expenditures for 1998 will be approximately $27.0 million.

All transactions between the Businesses and Lockheed Martin have been
accounted as settled in cash at the time such transactions were recorded by the
Businesses. Accordingly, in 1996, cash flows reflect the purchase of the Loral
Acquired Businesses.

NET CASH FROM (USED IN) FINANCING ACTIVITIES: Cash from financing
activities of the Company was $461.4 million for the nine months ended December
31, 1997, and was due to the debt incurred and proceeds from the issuance of
common stock which were issued to finance the L-3 Acquisition. See "--
Financing" above. Net cash from financing activities also reflects the payment
of debt issue costs of $15.6 million and $3.0 million of scheduled debt
payments of the Term Loan Facilities.

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<PAGE>

Prior to the L-3 Acquisition, the Businesses participated in the Lockheed
Martin cash management system, under which all cash was received and all
payments were made by Lockheed Martin. For purposes of the statements of cash
flows, all transactions with Lockheed Martin were deemed to have been settled
in cash at the time they were recorded by the Predecessor Company. Net cash
from (used in) financing activities of the Predecessor Company for the three
months ended March 31, 1997 and the years ended December 31, 1996 and 1995,
were approximately $20.6 million, $267.3 million and ($3.8) million,
respectively, and represent advances from (repayments to) Lockheed Martin, the
Predecessor Company's parent company.

BACKLOG

The Company's funded backlog at December 31, 1997 totaled $516.9 million,
as compared with the Predecessor Company's funded backlog at December 31, 1996
of $542.5 million. Funded orders, on a pro forma basis, for the Company for
1997 were $711.5 million. The Predecessor Company's funded orders for 1996 were
$619.5 million. It is expected that 86.0% of the backlog at December 31, 1997
will be recorded as sales during 1998. However, there can be no assurance that
the Company's backlog will become revenues in any particular period, if at all.
See "Risk Factors -- Backlog". Approximately 81% of the total backlog at
December 31, 1997 was directly or indirectly for defense contracts for end use
by the Government. Approximately $434.0 million of total backlog was directly
or indirectly for U.S. and foreign government defense contracts, and
approximately $19.5 million of total backlog was directly or indirectly for
U.S. and foreign government non-defense contracts. Foreign customers account
for approximately $34.6 million of the total backlog.

RESEARCH AND DEVELOPMENT

Research and development, including bid and proposal, costs ("R&D costs")
sponsored by the Company was $28.9 million for the nine months ended December
31, 1997. R&D costs sponsored by the Predecessor Company were $12.0 million,
$36.5 million and $9.8 million for the three months ended March 31, 1997 and
the years ended December 31, 1996 and 1995, respectively. The Loral Acquired
Businesses sponsored R&D costs of $5.6 million for the three months ended March
31, 1996 and $21.4 million for the year ended December 31, 1995. Accordingly,
the Company, Predecessor Company and the Loral Acquired Businesses, in the
aggregate, sponsored R&D costs of $40.9 million, $42.1 million and $31.2
million, respectively, for the years ended December 31, 1997, 1996 and 1995.
Customer-funded research and development was $117.1 million in 1997, as
compared with $153.5 million for 1996. The decrease in customer-funded research
and development in 1997 is due primarily to research and development programs
existing in 1996 which moved into the production phase during 1997.

CONTINGENCIES

See Note 9 to the Unaudited Condensed Consolidated (Combined) Financial
Statements as of March 31, 1998 and Note 13 to the Consolidated (Combined)
Financial Statements as of December 31, 1997.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information". SFAS No. 131 establishes
accounting standards for the way that public business enterprises report
information about operating segments and requires that those enterprises report
selected information about operating segments in interim financial reports
issued to shareholders. In February 1998, the FASB issued SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement Benefits". SFAS
No. 132 revises employers' disclosures about pension and other postretirement
benefits plans. It does not change the measurement or recognition of those
plans. It standardizes the disclosure requirements for pensions and other
postretirement benefits to the extent practicable, requires additional
information on changes in the benefit obligations and fair values of plan
assets that will facilitate financial analysis, and eliminates certain
disclosures that are no longer as useful as they were when SFAS No. 87
"Employers' Accounting for Pensions", SFAS No. 88 "Employers' Accounting for
Settlements and

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<PAGE>

Curtailments of Defined Benefit Pension Plans and for Termination Benefits" and
SFAS No. 106 "Employers' Accounting for Postretirement Benefits Other Than
Pensions" were issued. SFAS 132 suggests combined formats for presentation of
pension and other postretirement benefits disclosures. The Company is currently
evaluating the impact, if any, of SFAS No. 131 and SFAS No. 132.

INFLATION

The effect of inflation on the Company's sales and earnings has not been
significant. Although a majority of the Company's sales are made under
long-term contracts, the selling prices of such contracts, established for
deliveries in the future, generally reflect estimated costs to be incurred in
these future periods. In addition, some contracts provide for price adjustments
through escalation clauses.

YEAR 2000 CONVERSION

Under the Company's decentralized structure, each division maintains
and/or outsources its computer-based data processing functions. While each
division is responsible for its own computer-based functions, in late 1997 a
corporate-wide Year 2000 program (the "Program") was instituted for purposes of
overseeing Year 2000 compliance efforts. The Program's major phases include (i)
identification of areas requiring update, which began in late 1997; (ii)
assessment of required actions and related impacts, which commenced in the
first quarter of 1998; (iii) development of update schedule and cost estimates,
which is scheduled to be concluded in the second quarter of 1998 and (iv)
implementation of such plan, including follow-up testing, which is scheduled to
commence during the second quarter of 1998 and be completed by mid-1999.
Through December 31, 1997, the costs incurred in connection with the Program
were not material. While these cost estimates have not been finalized, based
upon the type of systems employed by the Company, costs of the Program are not
expected to be material to the results of operations, liquidity or capital
resources of the Company.

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<PAGE>

BUSINESS

COMPANY OVERVIEW

L-3 is a leading merchant supplier of sophisticated secure communication
systems and specialized communication products including secure, high data rate
communication systems, microwave components, avionics and ocean systems, and
telemetry, instrumentation and space products. These systems and products are
critical elements of virtually all major communication, command and control,
intelligence gathering and space systems. The Company's systems and specialized
products are used to connect a variety of airborne, space, ground- and
sea-based communication systems and are incorporated into the transmission,
processing, recording, monitoring and dissemination functions of these
communication systems. The Company's customers include the DoD, selected
Government intelligence agencies, major aerospace/defense prime contractors,
foreign governments and commercial customers. In 1997, L-3 had pro forma sales
of $894.0 million and pro forma EBITDA of $95.1 million. The Company's pro
forma funded backlog as of December 31, 1997 was $638.1 million. These results
reflect internal growth as well as the execution of the Company's strategy of
acquiring businesses that complement or extend L-3's product lines.

Microwave Components. L-3 is the preeminent worldwide supplier of
commercial off-the-shelf, high performance microwave components and frequency
monitoring equipment. L-3's microwave products are sold under the
industry-recognized Narda brand name through a standard catalog to wireless,
industrial and military communication markets. L-3 also provides
state-of-the-art communication components including channel amplifiers and
frequency filters for the commercial communication satellite market.
Approximately 76% of Microwave Components sales is made to commercial
customers, including Loral Space & Communications, Ltd., Motorola, Lucent, AT&T
and Lockheed Martin.

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<PAGE>

EMERGING COMMERCIAL PRODUCTS. Building upon its core technical expertise
and capabilities, the Company is seeking to expand into several closely aligned
commercial business areas and applications. Emerging Commercial Products
currently include the following three niche markets: (i) medical archiving and
simulation systems; (ii) local wireless loop telecommunications equipment; and
(iii) airport security equipment. These commercial products were developed
based on technology used in the Company's military businesses with relatively
small incremental financial investments. The Company is applying its technical
capabilities in high data rate communications and archiving technology
developed in its Secure Communication Systems business area to the medical
image archiving market jointly with GE Medical Systems. Based on secure, high
data rate communications technology also developed in its Secure Communication
Systems business area, the Company has developed local wireless loop
telecommunications equipment that is primarily designed for emerging market
countries and rural areas where voice and data communication infrastructure is
inadequate or non-existent. L-3 has completed the development phase for the
local wireless loop telecommunications equipment and made its initial shipment
in January 1998. In addition, the FAA has awarded the Company a development
contract for next generation airport security equipment for explosive
detection. L-3 has shipped two prototype test units and FAA certification
testing commenced in the first quarter of 1998. To date, revenues generated
from L-3's Emerging Commercial Products have not been, in the aggregate,
material to the Company.

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<PAGE>

The Company's systems and products are summarized in the following tables:

SECURE COMMUNICATION SYSTEMS (1997 PRO FORMA SALES: $456.0 MILLION)

<TABLE>
<CAPTION>
SYSTEMS SELECTED APPLICATIONS SELECTED PLATFORMS/END USES
- -------------------------------------- --------------------------------------- ---------------------------------------
<S> <C> <C>
SECURE HIGH DATA RATE COMMUNICATIONS
o Wideband data links o High performance, secure o Used on aircraft and naval ships
communication links for and unmanned aerial vehicles
interoperable tactical with military and commercial
communication and satellites
reconnaissance
SATELLITE COMMUNICATION TERMINALS
o Ground-based satellite o Interoperable, transportable o Provide remote personnel with
communication terminals ground terminals for remote data communication links to distant
links to distant segments via forces
commercial or military satellites
SPACE COMMUNICATION AND SATELLITE CONTROL
o Satellite communication and o On-board satellite external o International Space Station;
tracking systems communications, video systems, Earth Observing Satellite;
solid state recorders and ground Landsat-7; Space Shuttle; and
support equipment National Oceanic and
Atmospheric Administration
weather satellites
o Satellite command and control o Software integration, test and o Air Force satellite control
sustainment and support maintenance support for Air network and Titan IV launch
Force satellite control network; system
engineering support for satellite
launch systems
MILITARY COMMUNICATIONS
o Shipboard communication o Shipboard and ship-to-ship o Shipboard voice communications
systems communications systems for Aegis cruisers and
destroyers and fully automated
Integrated Radio Room (IRR)
for ship-to-ship communications
on Trident submarines
o Digital battlefield o Communications on the move for o Communication systems for U.S.
communications tactical battlefield Army C2V
o Communication software support o Value added, critical software o ASAS, JSTARS, and
services support for C3I systems GUARDRAIL

INFORMATION SECURITY SYSTEMS
o Secure Telephone Unit (STU o Secure and non-secure voice, o Office and battlefield secure and
III)/Secure Terminal Equipment data and video communication non-secure communication for
(STE) utilizing ISDN and ATM armed services, intelligence and
commercial network technologies security agencies
o Local management device/key o Provides electronic key material o User authorization and
processor (LMD/KP) accounting, system management recognition and message
and audit support functions for encryption for secure
secure data communication communication
o Information processing systems o Custom designed strategic and o Classified military and national
tactical signal intelligence agency intelligence efforts
systems that detect, collect,
identify, analyze and disseminate
information and related support
contracts
</TABLE>

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<PAGE>

SPECIALIZED COMMUNICATION PRODUCTS (1997 PRO FORMA SALES: $438.0 MILLION)

<TABLE>
<CAPTION>
PRODUCTS SELECTED APPLICATIONS SELECTED PLATFORMS/END USES
- ----------------------------------------- --------------------------------------- ---------------------------------------
<S> <C> <C>
MICROWAVE COMPONENTS
o Passive components, mechanical o Radio transmission, switching o Broad-band and narrow-band
switches and wireless assemblies and conditioning; antenna and commercial applications (PCS,
base station testing and cellular, SMR, and paging
monitoring infrastructure) sold under the
Narda brand name; and broad-
band military applications
o Safety products o Radio frequency (RF) o Monitor cellular base station and
monitoring and measurement industrial RF emissions
frequency monitoring
o Semiconductors (diodes, o Radio frequency switches, o Various industrial and military
capacitors) limiters, voltage control, end uses, including commercial
oscillators, harmonic generators satellites, avionics and specialty
communication products
o Satellite and wireless components o Satellite transponder control, o China Sat, PanAmSat, Telstar,
(channel amplifiers, transceivers, channel and frequency separation Sirius, Tempo, Tiros, Milstar,
converters, filters and GPS and LandSat
multiplexers)
AVIONICS AND OCEAN SYSTEMS
Aviation Recorders
o Solid state cockpit voice and o Voice recorders continuously o Installed on business and
flight data recorders record most recent 30-120 commercial aircraft and certain
minutes of voice and sounds military transport aircraft; sold to
from cockpit and aircraft both aircraft OEMs and airlines
inter-communications. Flight data under the Fairchild brand name
recorders record the last 25
hours of flight parameters
Antenna Systems
o Ultra-wide frequency and o Surveillance; radar detection o F-15, F-16, F-18, E-2C, P-3,
advanced radar antenna systems C-130, B-2, AWACS, Apache,
and rotary joints Cobra, Mirage (France),
Maritime Patrol (U.K.) and
Tornado (U.K.)
Display Systems
o Cockpit and mission display o High performance, ruggedized o E-2C, V-22, F-14, F-117, E-6B,
systems flat panel and cathode ray tube C-130, AWACS and JSTARS
displays
Ocean Systems
o Airborne dipping sonar systems o Submarine detection and o SH-60, SH-2/3, AB-212, EH-101
localization and Lynx Helicopters
o Submarine and surface ship o Submarine and surface ship o SSN, SSBN, DDG-963, and
towed arrays detection and localization FFG-7
o Torpedo defense systems o Torpedo detection and jamming o SSN, SSBN and DDG-963
o Mine countermeasure systems o Coastal and route survey o MCDV (Canada)
TELEMETRY, INSTRUMENTATION AND SPACE PRODUCTS
Airborne, Ground and Space Telemetry
o Aircraft, missile and satellite o Real time data acquisition, o JSF, F-15, F-18, F-22, Comanche,
telemetry systems measurement, processing, Nimrod (U.K.), Tactical Hellfire,
simulation, distribution, display Titan, EELV, A2100 and
and storage for flight testing ATHENA
o Training range telemetry systems o Battlefield simulation o Combat simulation
Space Products
o Global satellite communications o Satellite transmission of voice, o Rural telephony or private
systems supplier video and data networks, direct to home uplinks,
satellite news gathering and
wideband applications
</TABLE>

45
<PAGE>

INDUSTRY OVERVIEW

The defense industry has recently undergone significant changes
precipitated by ongoing federal budget pressures and new roles and missions to
reflect changing strategic and tactical threats. Since the mid-1980's, the
overall U.S. defense budget has declined in real dollars. In response, the DoD
has focused its resources on enhancing its military readiness, joint operations
and digital command and control communications by incorporating advanced
electronics to improve the performance, reduce operating cost and extend the
life expectancy of its existing and future platforms. The emphasis on system
interoperability, force multipliers and providing battlefield commanders with
real-time data is increasing the electronics content of nearly all of the major
military procurement and research programs. As a result, the DoD's budget for
communications and defense electronics is expected to grow. According to
Federal Sources, an independent private consulting group, the defense budget
for C3I is expected to increase from $31.0 billion in the fiscal year ended
September 30, 1997 to $42.0 billion in the fiscal year ended September 30,
2002, a compound annual growth rate of 6.3%.

The industry has also undergone dramatic consolidation resulting in the
emergence of three dominant prime system contractors (Boeing, Lockheed Martin
and Raytheon). One outgrowth of this consolidation among the remaining major
prime contractors is their desire to limit purchases of products and
sub-systems from one another. However, there are numerous essential products,
components and systems that are not economical for the major prime contractors
to design, develop or manufacture for their own internal use which creates
opportunities for merchant suppliers such as L-3. As the prime contractors
continue to evaluate their core competencies and competitive position, focusing
their resources on larger programs and platforms, the Company expects the prime
contractors to continue to exit non-strategic business areas and procure these
needed elements on more favorable terms from independent, commercially oriented
merchant suppliers. Recent examples of this trend include divestitures of
certain non-core businesses by AlliedSignal, Ceridian, Lockheed Martin and
Raytheon.

BUSINESS STRATEGY

In 1997, management successfully integrated the business units of Lockheed
Martin it acquired in the L-3 Acquisition and enhanced the Company's operating
efficiency through reduced overhead expenses and facility rationalization.
These efforts resulted in improvements in sales, profitability and competitive
contract award win rates. Going forward, L-3 intends to leverage its market
position, diverse program base and favorable mix of cost plus to fixed price
contracts to enhance its profitability and to establish itself as the premier
merchant supplier of communication systems and products to the major prime
contractors in the aerospace/defense industry as well as the Government. The
Company's strategy to continue to achieve its objectives includes:

46
<PAGE>

programs and by participating in new programs. Management identifies
opportunities where it believes it will be able to use its strong
relationships to increase its business presence and allow its customers to
reduce their costs. The Company also expects to benefit from increased
outsourcing by prime contractors who in the past may have limited their
purchases to captive suppliers and who are now expected to view L-3's
capabilities on a more favorable basis given its status as an independent
company. L-3's independent status positions it to be the desired merchant
supplier to multiple bidders on prime contract bids. As an example of the
Company's merchant supplier strategy, L-3 equipment is included in all
three prime contractor bids for the ASTOR program in the United Kingdom and
both prime contractor bids for the DoD's JASSM program.

o MAINTAIN DIVERSIFIED BUSINESS MIX. The Company enjoys a diverse
business mix with a limited program exposure, a favorable balance of cost
plus and fixed price contracts, a significant sole source follow-on
business and an attractive customer profile. The Company's largest program,
representing 13% of 1997 pro forma sales, is a long-term, sole source, cost
plus contract for the U-2 Program. No other program represented more than
7% of 1997 sales on a pro forma basis, assuming the L-3 Acquisition had
occurred on January 1, 1997. Further, the Company's pro forma sales mix of
contracts in 1997 was 36% cost plus and 64% fixed price, providing the
Company with a favorable mix of predictable profitability (cost plus) and
higher margin (fixed price) business. L-3 also enjoys an

47
<PAGE>

attractive customer mix of defense and commercial business, with DoD
related sales accounting for 62% and commercial and federal (non-DoD) sales
accounting for 38% of 1997 pro forma sales. The Company intends to leverage
this favorable business profile to expand its merchant supplier business
base.

o CAPITALIZE ON STRATEGIC ACQUISITION OPPORTUNITIES. Recent industry
consolidation has essentially eliminated traditional middle-tier
aerospace/defense companies. This level of consolidation is now beginning
to draw the concern of the DoD and federal anti-trust regulators. In 1997,
a number of merchant supplier companies were sold: Computing Devices
International division of Ceridian to General Dynamics, Kaman Sciences to
ITT, BDM to TRW and TASC Inc., a subsidiary of Primark Corporation, to
Litton. As a result, the Company anticipates that the consolidation of the
smaller participants in the defense industry will create attractive
complementary acquisition candidates for L-3 in the future as these
companies continue to evaluate their core competencies and competitive
position. L-3 intends to enhance its existing product base through internal
research and development efforts as well as selective acquisitions and add
new products to its product base through acquisitions in areas synergistic
with L-3's present technology. The Company seeks to acquire potential
targets with the following criteria: (i) significant market position in its
business area, (ii) product offerings which complement and/or extend those
of L-3 and (iii) positive future growth and earnings prospects.

RECENT DEVELOPMENTS

Since the formation of the Company in April 1997, the Company has actively
pursued its acquisition strategy. The Company recently purchased the assets and
liabilities of STS, ILEX and Ocean Systems. The combined purchase price for the
1998 Acquisitions was $146.4 million of cash, subject to certain post-closing
adjustments, and in one case certain additional consideration based on
post-closing performance. The Company has financed these acquisitions through
the use of its existing cash balances as well as through borrowings under the
$375.0 million Senior Credit Facilities. These three businesses complement and
extend L-3's product offerings.

Ocean Systems

On March 30, 1998, L-3 Communications purchased the assets of Ocean
Systems for $67.5 million in cash. In 1997, Ocean Systems had sales of $73.0
million. Ocean Systems is one of the world's leading products suppliers of
acoustic undersea warfare systems, having designed, manufactured and supported
a broad range of compact, lightweight, high performance acoustic systems for
navies around the world for over 40 years. Ocean Systems is the leading
products supplier of airborne dipping sonar systems in the world with
substantial market share of the sector and systems in service with the U.S. and
20 foreign navies. Ocean Systems also produces several sea systems products
including towed array sonar, integrated side-looking sonar, acoustic jammers,
mine detection and torpedo defense systems and supplies commercial navigation
and hydrographic survey systems worldwide. Ocean Systems is further supported
by ELAC located in Kiel, Germany. ELAC manufactures a broad range of naval
defense products including submarine, torpedo and navigation sonars as well as
survey and navigation systems for the commercial nautical products industry.
Ocean Systems expands L-3's leading products and capabilities into the undersea
and anti-submarine warfare market place.

ILEX Systems

On March 4, 1998, L-3 Communications purchased the assets of ILEX for
$51.9 million in cash, subject to adjustment based on closing net assets, plus
additional consideration based on post-closing performance of ILEX which could
include the issuance of up to 540,000 shares of Common Stock over the next
three years. In 1997, ILEX had sales of $63.5 million. ILEX is a leading
supplier of communication software support services to military and related
government intelligence markets. ILEX also provides environmental consulting,
software and systems engineering services and complementary products to several
commercial markets. ILEX complements L-3's Secure Communication Systems
business area by adding software expertise in critical C3I programs and
increasing the number of the Company's skilled workforce by adding
approximately 500 software system engineers and scientists.

48
<PAGE>

Satellite Transmission Systems

On February 5, 1998, L-3 Communications purchased the assets of STS of
California Microwave, Inc. for $27.0 million, subject to adjustment based on
closing net assets. For the fiscal year ended June 30, 1997, STS had sales of
$68.0 million. STS is a leading global satellite communications systems and
services provider. Its customers include foreign post, telephone and telegraph
administrations, domestic and international prime communications infrastructure
contractors, telecommunications and satellite service providers, broadcasters
and media-related companies, government agencies and large corporations. STS
expands L-3's ability to apply its products and provides networking capability
to L-3's wireless communications products business. STS also opens new
opportunities in broader, international markets.

HISTORY

Holdings and L-3 Communications were formed in April 1997 by Mr. Frank C.
Lanza, the former President and Chief Operating Officer of Loral, Mr. Robert V.
LaPenta, the former Senior Vice President and Controller of Loral
(collectively, "Senior Management"), Lehman Brothers Capital Partners III, L.P.
and its affiliates (the "Lehman Partnership") and Lockheed Martin to acquire
(the "L-3 Acquisition") substantially all of the assets and certain liabilities
of (i) nine business units previously purchased by Lockheed Martin as part of
its acquisition of Loral in April 1996 (the "Loral Acquired Businesses") and
(ii) one business unit, Communication Systems -- East, purchased by Lockheed
Martin as part of its acquisition of GE Aerospace in April 1993 (collectively,
the "Businesses"). L-3 Communications is a wholly-owned subsidiary of Holdings.
At March 31, 1998, Messrs. Lanza and LaPenta and certain other members of
management collectively owned 17.8%; the Lehman Partnership owned 49.0%; and
Lockheed Martin owned 33.2% of the outstanding capital stock of Holdings.

The Company's executive offices are located at 600 Third Avenue, New York,
New York, 10016, and the telephone number at that address is 212-697-1111.

PRODUCTS AND SERVICES

SECURE COMMUNICATION SYSTEMS

L-3 is a leader in communication systems for high performance intelligence
collection, imagery processing and ground, air, sea and satellite
communications for the DoD and other government agencies. The Salt Lake City
operation provides secure, high data rate, real-time communication systems for
surveillance, reconnaissance and other intelligence collection systems. The
Camden operation designs, develops, produces and integrates communication
systems and support equipment for space, ground and naval applications. The
Shrewsbury operation provides communication software support services to
military and related government intelligence markets. Product lines of the
Secure Communication Systems business include high data rate communications
links, satellite communications ("SATCOM") terminals, Navy vessel communication
systems, space communications and satellite control systems, signal
intelligence information processing systems, information security systems,
tactical battlefield sensor systems and commercial communication systems.

o HIGH DATA RATE COMMUNICATIONS

The Company is a technology leader in high data rate, covert,
jam-resistant microwave communications in support of military and other
national agency reconnaissance and surveillance applications. L-3's product
line covers a full range of tactical and strategic secure point-to-point and
relay data transmission systems, products and support services that conform to
military and intelligence specifications. The Company's systems and products
are capable of providing battlefield commanders with real time, secure
surveillance and targeting information and were used extensively by U.S. armed
forces in the Persian Gulf war.

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<PAGE>

During the 1980s, largely based on its prior experience with command and
control guidance systems for remotely-piloted vehicles, L-3 developed its
current family of strategic and tactical data links, including its Modular
Interoperable Data Link ("MIDL") systems and Modular Interoperable Surface
Terminals ("MIST"). MIDL and MIST technologies are considered virtual DoD
standards in terms of data link hardware. The Company's primary focus is spread
spectrum communication (based on CDMA technology), which involves transmitting
a data signal with a high rate noise signal so as to make it difficult to
detect by others, and then re-capturing the signal and removing the noise. The
Company's data links are capable of providing information at over 200 Mb/s.

L-3 provides these secure high band width products to the U.S. Air Force,
Navy, Army and various Government agencies, many through long-term sole source
programs. The scope of these programs include air-to-ground, air-to-air,
ground-to-air and satellite communications. Government programs include: U-2
Support Program, Common High-Band Width Data Link ("CHBDL"), Battle Group
Passive Horizon Extension System ("BGPHES"), Light Airborne Multi-Purpose
System (LAMPS), TriBand SATCOM Subsystem ("TSS"), major unmanned aerial vehicle
("UAV") programs and Direct Air-Satellite Relay ("DASR").

o SATELLITE COMMUNICATION TERMINALS

L-3 provides ground-to-satellite, high availability, real-time global
communications capability through a family of transportable field terminals to
communicate with commercial, military and international satellites. These
terminals provide remote personnel with anywhere, anytime effective
communication capability and provide communications links to distant forces.
The Company's TriBand SATCOM Subsystem ("TSS") employs a 6.25 meter tactical
dish with a single point feed that provides C, Ku and X band communication to
support the U.S. Army. The Company also offers an 11.3 meter dish which is
transportable on two C-130 aircraft. The SHF Portable Terminal System ("PTS")
is a lightweight (28 lbs.), manportable terminal, which communicates through
DSCS, NATO or SKYNET satellites and brings unprecedented connectivity to small
military tactical units and mobile command posts. L-3 delivered 14 of these
terminals for use by NATO forces in Bosnia.

o SPACE COMMUNICATIONS AND SATELLITE CONTROL

Continuing L-3's tradition of providing communications for every manned
U.S. space flight since Mercury, the Company is currently designing and testing
three communication subsystems for the International Space Station ("ISS").
These systems will control all ISS radio frequency ("RF") communications and
external video activities. The Company also provides solid-state recorders and
memory units for data capture, storage, transfer and retrieval for space
applications. The standard NASA tape recorder, which was developed and produced
by the Company, has completed over four million hours of service without a
mission failure. Current programs include recorders for the National Oceanic &
Atmospheric Administration ("NOAA") weather satellites, the Earth Observing
Satellite ("EOS"), AM spacecraft and Landsat-7 Earth-monitoring spacecraft. The
Company also provides space and satellite system simulation, satellite
operations and computer system training, depot support, network engineering,
resource scheduling, launch system engineering, support, software integration
and test through cost-plus contracts with the U.S. Air Force.

o MILITARY COMMUNICATIONS

The Company provides integrated, computer controlled switching systems for
the interior and exterior voice and data needs of today's Navy military
vessels. The Company's products include Integrated Voice Communication Systems
("IVCS") for Aegis cruisers and destroyers and the Integrated Radio Room
("IRR") for Trident class submarines, the first computer controlled
communications center in a submarine. These products integrate the intercom,
tactical and administrative communications network into one system accessing
various types of communication terminals throughout the ship. The Company's
MarCom 2000 secure digital switching system is in development for the Los
Angeles class attack submarine and provides an integrated approach to the
specialized voice and data communications needs of a shipboard environment for
internal and external communications, command and control and air

<PAGE>

traffic control. The Company also offers on-board, high data rate
communications systems which provide a data link for carrier battle groups
which are interoperable with the U.S. Air Force's surveillance/ reconnaissance
terminal platforms. The Company provides the US Army's Command and Control
Vehicle ("C2V") Mission Module Systems ("MMS"). MMS provides the
"communications on the move" capability needed for the digital battlefield by
packaging advanced communications into a modified Bradley Fighting Vehicle. The
Company is a proven supplier of superior technological expertise to the DoD,
including its contractors and related government intelligence agencies.

o INFORMATION SECURITY SYSTEMS

The Company has produced more than 100,000 secure telephone units ("STU
III") which are in use today by the U.S. Armed Forces to provide secure
telephone capabilities for classified confidential communication over public
commercial telephone networks. The Company has begun producing the
next-generation digital, ISDN-compatible STE. STE provides clearer voice and
thirteen-times faster data/fax transmission capability than the STU III. STE
also supports secure conference calls and secure video teleconferencing. STE
uses a CryptoCard security system which consists of a small, portable,
cryptographic module mounted on a PCMCIA card holding the algorithms, keys and
personalized credentials to identify its user for secure communications access.
The Company also provides LMD/KP which is the workstation component of the
Government's Electronic Key Management System ("EKMS"), the next generation of
information security systems. EKMS is the Government system to replace current
"paper" secret keys used to secure government communications with "electronic"
secret keys. LMD/KP is the component of the EKMS which produces and distributes
the electronic keys. L-3 also develops specialized strategic and tactical
SIGINT systems to detect, acquire, collect, and process information derived
from electronic sources. These systems are used by classified customers for
intelligence gathering and require high speed digital signal processing and
high density custom hardware designs.

o TACTICAL SECURITY SYSTEMS

The Company manufactures the IREMBASS, an unattended ground sensor system
which uses sensors placed along likely avenues of enemy approach or intrusion
in a battlefield environment. The sensors respond to seismic and acoustic
disturbances, infrared energy and magnetic field changes and thus detect enemy
activities. IREMBASS is currently in use by U.S. Special Operations Forces, the
U.S. Army's Light Divisions and several foreign governments. The Company also
provides the Intrusion Detection Early Warning System ("IDEWS"), a sensor
system designed for platoon-level physical security applications. Weighing less
than two pounds, this sensor system is ideal for covert perimeter intrusion
detection, border protection and airfield or military installation security.

SPECIALIZED COMMUNICATION PRODUCTS

MICROWAVE COMPONENTS

L-3 is the preeminent worldwide supplier of commercial off-the-shelf, high
performance radio frequency ("RF") microwave components, assemblies and
instruments supplying the wireless communications, industrial and military
markets. The Company is also a leading provider of state-of-the-art
space-qualified commercial satellite and strategic military RF products. L-3
sells many of these components under the well-recognized Narda brand name and
through the world's most comprehensive catalog of standard, stocked hardware.
L-3 also sells its products through a direct sales force and an extensive
network of premier market representatives. Specific catalog offerings include
wireless products, electro-mechanical switches, power dividers and hybrids,
couplers/detectors, attenuators, terminations and phase shifters, isolators and
circulators, adapters, control products, sources, mixers, waveguide components,
RF safety products, power meters/monitors and custom passive products. The
Company operates from two sites, Hauppauge, New York ("Narda East"), and
Sacramento, California ("Narda West").

Narda East represents approximately 65% of L-3's microwave sales volume,
offering high performance microwave components, networks and instruments to the
wireless, industrial and military communications markets. Narda East's products
can be divided into three major categories: passive components, higher level
wireless assemblies/monitoring systems and safety instruments.

51
<PAGE>

Passive components are generally purchased in narrow frequency
configurations by wireless OEM equipment manufacturers and service providers.
Similar components are purchased in wide frequency configurations by first tier
military equipment suppliers. Commercial applications for Narda components are
primarily in cellular or PCS base stations. Narda also manufactures higher
level assemblies for wireless base stations and the paging industry. These
products include communication antenna test sets, devices that monitor
reflected power to determine if a cellular base station antenna is working and
whether the base station radios are operating at peak power levels. Military
applications include general procurement for test equipment or electronic
surveillance and countermeasure systems. RF safety products are instruments
which are used to measure the level of non-ionizing radiation in a given area,
i.e., from an antenna, test set or other emitting source, and determine whether
human exposure limits are within federal standards.

Narda West designs and manufactures state-of-the-art space-qualified and
wireless components. Space qualified components include channel amplifiers for
satellite transponder control and diplexers/ multiplexers, which are used to
separate various signals and direct them to the appropriate other sections of
the payload. Narda West's primary areas of focus are communications satellite
payload products. Channel amplifiers constitute Narda West's main satellite
product. These components amplify the weak signals received from earth stations
by a factor of 1 million, and then drive the power amplifier tubes that
broadcast the signal back to earth. These products are sold to satellite
manufacturers and offer lower cost, lower weight and improved performance
versus in-house alternatives. On a typical satellite, for which there are 20 to
50 channel amps, Narda West's channel amps offer cost savings of up to 60% (up
to $1 million per satellite) and decrease launch weight by up to 25 kilograms.

Narda West products include wireless microwave components for cellular and
PCS base station applications. These products include filters used to transmit
and receive channel separation as well as ferrite components, which isolate
certain microwave functions, thereby preventing undesired signal interaction.
Other products include a wide variety of high-reliability power splitters,
combiners and filters for spacecraft and launch vehicles, such as LLV, Tiros,
THAAD, Mars Surveyor, Peacekeeper, Galileo, Skynet, Cassini, Milstar, Space
Shuttle, LandSat, FltSatCom, GPS, GPS Block IIR, IUS, ACE, SMEX and certain
classified programs. The balance of the operation's business is of an
historical nature and involves wideband filters used for electronic warfare
applications.

AVIONICS AND OCEAN SYSTEMS

o AVIATION RECORDERS

L-3 manufactures commercial solid-state crash-protected aviation recorders
("black boxes") under the Fairchild brand name, and has delivered over 40,000
flight recorders to airplane manufacturers and airlines around the world.
Recorders are mandated and regulated by various worldwide agencies for
commercial airlines and a large portion of business aviation aircraft.
Management anticipates growth opportunities in Aviation Recorders as a result
of the current high level of orders for new commercial aircraft. Expansion into
the military market shows continued growth opportunities. L-3 Recorders were
recently selected for installation on the fleet of the Royal Australian Air
Force and Royal Australian Army transport aircraft and are currently being
installed on the U.S. Navy C-9 aircraft. There are two types of recorders: (i)
the Cockpit Voice Recorder ("CVR") which records the last 30 to 120 minutes of
crew conversation and ambient sounds from the cockpit and (ii) the Flight Data
Recorder ("FDR") which records the last 25 hours of aircraft flight parameters
such as speed, altitude, acceleration, thrust from each engine and direction of
the flight in its final moments. Recorders are highly ruggedized instruments,
designed to absorb the shock equivalent to that of an object traveling at 268
knots stopping in 18 inches, fire resistant to 1,100 degrees centigrade and
pressure resistant to 20,000 feet undersea for 30 days. Management believes
that the Company has the leading worldwide market position for CVR's and FDR's.

o ANTENNA SYSTEMS

Under the Randtron brand name, L-3 produces high performance antennas
designed for surveillance, high-resolution, ultra-wide frequency bands,
detection of low radar cross section ("LRCS") targets, LRCS

52
<PAGE>

installations, severe environmental applications and polarization diversity.
L-3's main antenna product is a sophisticated 24-foot diameter antenna
operational on all E-2C aircraft. This airborne antenna consists of a 24-foot
rotating aerodynamic radome containing a UHF surveillance radar antenna, IFF
antenna and forward and aft auxiliary antennas. Production of this antenna
began in the early 1980s, and production is planned beyond 2000 for the E-2C,
P-3 and C-130 AEW aircraft. The replacement for this antenna is a very adaptive
radar currently under development for introduction early in the next decade.
L-3 also produces broad-band antennas for a variety of tactical aircraft and
rotary joints for the AWAC's and E-2C's antenna. Randtron has delivered over
2,000 aircraft sets of antennas and has a current backlog through 1999.

o DISPLAY SYSTEMS

L-3 specializes in the design, development and manufacture of ruggedized
display system solutions for military and high-end commercial applications.
L-3's current product lines include cathode ray tubes ("CRTs"), the Actiview
family of active matrix liquid crystal displays ("AMLCD"), and a family of high
performance Display Processing systems. L-3 manufactures flat-panel displays
that are used on platforms such as E-2C, F-117, and the LCAC (Landing Craft Air
Cushion) vehicle. Recent new contracts for flat-panel displays include the
SH-60J helicopter and the C-130 Senior Scout. L-3 also manufactures CRT
displays for the E-2C Hawkeye, V-22 Osprey, and F-14 Tomcat and electronics
used in aircraft anti-lock braking systems.

o OCEAN SYSTEMS

The Company is one of the world's leading suppliers of acoustic undersea
warfare systems, having designed, manufactured and supported a broad range of
compact, lightweight, high performance acoustic systems for navies around the
world for over forty years. This experience spans a wide range of platforms,
including helicopters, submarines and surface ships, that employ the Company's
sonar systems and countermeasures.

TELEMETRY, INSTRUMENTATION AND SPACE

The Company is a leader in component products and systems used in
telemetry and instrumentation for airborne applications such as satellites,
aircraft, UAVs, launch vehicles, guided missiles, projectiles and targets.
Telemetry involves the collection of data from these platforms, its
transmission to ground stations for analysis, and its further dissemination or
transportation to another platform. A principal use of this telemetry data is
to measure as many as 1,000 different parameters of the platform's operation
(in much the same way as a flight data recorder on an airplane measures various
flight parameters) and transmit this data to the ground.

Additionally, for satellite platforms, the equipment also acquires the
command uplink that controls the satellite and transmits the necessary data for
ground processing. In these applications, high reliability of components is
crucial because of the high cost of satellite repair and the length of
uninterrupted service required. Telemetry also provides the data to terminate
the flight of missiles and rockets under errant conditions and/or at the end of
a mission. Telemetry and command/control products are currently provided on
missile programs such as AMRAAM, ASRAAM, AIM-9X, JASSM, JDAM, FOTT, ATACMS and
PAC-3, as well as satellite programs such as GPS BLK IIF, GLOBALSTAR,
EARTHWATCH, SBIRS, LUNAR PROSPECTOR and MTSAT.

o AIRBORNE, GROUND AND SPACE TELEMETRY

The Company provides airborne equipment and data link systems to gather
critical information and to process, format and transmit it to the ground
through communication data links from a communications satellite, spacecraft,
aircraft and/or missile. These products are available in both COTS and custom
configurations. Major customers are the major defense contractors who
manufacture aircraft, missiles, warheads, launch vehicles, munitions and bombs.
Ground instrumentation activity occurs at the ground station where the serial
stream of combined data is received and decoded in real-time, as it is received

53
<PAGE>

from the airborne platform. Data can be encrypted and decrypted during this
process, an additional expertise that the Company offers. The Company recently
introduced the NeTstar satellite ground station, which collapses racks of
satellite RF receivers, demodulators and related units into a PC.

o SPACE PRODUCTS

L-3 offers value-added solutions that require complex product integration,
rich software content and comprehensive support to its customers. The Company
focuses on the following niches within the satellite ground segment equipment
market: telephony, video broadcasting and multimedia. The Company's customers
include foreign PTT's, domestic and international prime communications
infrastructure contractors, telecommunications or satellite service providers,
broadcasters and media-related companies.

EMERGING COMMERCIAL PRODUCTS

o MEDICAL ARCHIVING AND SIMULATION SYSTEMS

The Company markets jointly with GE Medical Systems GEMnet (Trade Mark) ,
a cardiac image management and archive system through an exclusive reseller
arrangement with GE Medical Systems. GEMnet (Trade Mark) eliminates the use of
cinefilm in a cardiac catheterization laboratory by providing a direct digital
connection to the laboratory. The system provides for acquisition, display,
analysis and short- and long-term archive of cardiac patient studies, providing
significant cost savings and process improvements to the hospital. The Company
is an exclusive reseller of EchoNet (Trade Mark) pursuant to a reseller
arrangement with Heartlab, Inc. EchoNet (Trade Mark) is a digital archive
management and review system designed specifically for the echocardiology
profession. The system accepts digital echocardiology studies from a variety of
currently available ultrasound systems, manages the studies, making them
available on a network, and allows the physicians and technicians to become
more productive. EchoNet (Trade Mark) is a trademark of Heartlab, Inc. GEMnet
(Trade Mark) is a trademark of GE.

The Company has approximately a one-third equity ownership interest in
Medical Education Technologies, Inc. ("METI"). METI is a medical technology
company engaged in the development, manufacture and sale of Human Patient
Simulators ("HPS"). The HPS is a computerized system with a life-like mannequin
that reacts to medical treatments and interventions similar to a human being.
Originally oriented to the anesthesiology training and education domain, METI
has expanded into cardiology, critical care, trauma care, allied health care,
military medicine and continuing medical education. METI's target customers for
its HPS include medical schools throughout the world, colleges with registered
nursing programs, community colleges and state, local and volunteer emergency
medical service organizations.

o WIRELESS LOOP TELECOMMUNICATIONS EQUIPMENT

The Company is applying its wireless communication expertise to introduce
local wireless loop telecommunications equipment using a synchronous Code
Division Multiple Access technology ("CDMA") supporting terrestrial and space
based, fixed and mobile communication services. The system's principal targeted
customer base is emerging market countries and rural areas where existing
telecommunications infrastructure is inadequate or non-existent. The Company's
system will have the potential to interface with low earth orbit ("LEO") PCS
systems such as Globalstar, Iridium and/or any local public telephone network.
The Company expects to manufacture for sale certain of the infrastructure
equipment. The Company intends to pursue joint ventures with third parties for
service and distribution capabilities. The Company has entered into product
distribution agreements with Granger Telecom Ltd. for distribution in parts of
Africa, the Middle East and the United Kingdom, and with Unisys for
distribution in parts of Mexico and South America. This same technology is also
being introduced into the Ellipso "big LEO" program to provide the key
communications capability in the ground and user segments. In this program, the
Company will provide the CDMA processing equipment in the Ground Control
Segment and the Ellipso user terminals, both fixed and mobile.

o AIRPORT SECURITY EQUIPMENT

The FAA has awarded the Company a development contract for next generation
airport security equipment for explosive detection. L-3 has teamed with
Analogic Corporation and GE to design and

54
<PAGE>

produce an explosive detection system ("EDS") utilizing a dual energy computer
tomography ("CT") X-ray system. L-3's EDS system, the eXaminer 3DX (Trademark)
6000, will analyze the contents of checked baggage at airports for a wide-range
of explosive material as specified by the FAA. The eXaminer 3DX (Trademark)
6000 will inspect baggage at an average of 675 bags per hour, which will allow
screening of passenger-checked baggage for a large body aircraft, such as a
Boeing 747, in approximately 40 minutes. It can be installed as a stand-alone
unit in a conveyor system or in a mobile van. L-3 has shipped two prototype
test units and FAA certification testing commenced in the first quarter of
1998.

MAJOR CUSTOMERS

The Company's sales are predominantly derived from contracts with agencies
of, and prime contractors to, the Government. Various Government customers
exercise independent purchasing decisions. Sales to the Government generally
are not regarded as constituting sales to one customer. Instead, each
contracting entity is considered to be a separate customer. In 1997, the
Company performed under approximately 150 contracts with value exceeding $1
million for the Government. Pro forma 1997 sales to the Government, including
sales through prime contractors, were $651.1 million. Pro forma sales to
Lockheed Martin were $81.6 million in 1997. The Company's largest program is a
long-term, sole source cost plus support contract for the U-2 Program which
contributed sales on a pro forma basis assuming the L-3 Acquisition had
occurred on January 1, 1995, of 13%, 14% and 14%, respectively, for 1997, 1996
and 1995. No other program represented more than 7% of such pro forma sales for
1997, 1996 and 1995.

RESEARCH AND DEVELOPMENT

The Company employs scientific, engineering and other personnel to improve
its existing product lines and to develop new products and technologies in the
same or related fields. As of December 31, 1997, the Company employed
approximately 2,000 engineers (of whom over 20% hold advanced degrees). The pro
forma amounts of research and development performed under customer-funded
contracts and Company-sponsored research projects, including bid and proposal
costs, for 1997 were $150.2 million and $46.2 million, respectively.

COMPETITION

The Company's ability to compete for defense contracts depends to a large
extent on the effectiveness and innovativeness of its research and development
programs, its ability to offer better program performance than its competitors
at a lower cost to the Government customer, and its readiness in facilities,
equipment and personnel to undertake the programs for which it competes. In
some instances, programs are sole source or work directed by the Government to
a single supplier. In such cases, there may be other suppliers who have the
capability to compete for the programs involved, but they can only enter or
reenter the market if the Government should choose to reopen the particular
program to competition. Approximately 65% of the Company's 1997 pro forma sales
related to sole source contracts.

The Company experiences competition from industrial firms and U.S.
government agencies, some of which have substantially greater resources than
the Company. These competitors include: AlliedSignal, AMP, Inc., Aydin
Corporation, Cubic Corporation, GTE Corporation, Harris Corporation, Hughes,
Motorola and Titan Corporation. A majority of the sales of the Company is
derived from contracts with the Government and its prime contractors, and such
contracts are awarded on the basis of negotiations or competitive bids.
Management does not believe any one competitor or a small number of competitors
is dominant in any of the business areas of the Company. Management believes
the Company will continue to be able to compete successfully based upon the
quality and cost competitiveness of its products and services.

PATENTS AND LICENSES

Although the Company owns some patents and has filed applications for
additional patents, it does not believe that its operations depend upon its
patents. In addition, the Company's Government contracts

55
<PAGE>

generally license it to use patents owned by others. Similar provisions in the
Government contracts awarded to other companies make it impossible for the
Company to prevent the use by other companies of its patents in most domestic
work.

BACKLOG

As of December 31, 1997, the Company's pro forma funded backlog was
approximately $638.1 million. This backlog provides management with a useful
tool to project sales and plan its business on an on-going basis; however, no
assurance can be given that the Company's backlog will become revenues in any
particular period or at all. Funded backlog does not include the total contract
value of multi-year, cost-plus reimbursable contracts, which are funded as
costs are incurred by the Company. Funded backlog also does not include
unexercised contract options which represent the amount of revenue which would
be recognized from the performance of contract options that may be exercised by
customers under existing contracts and from purchase orders to be issued under
indefinite quantity contracts or basic ordering agreements. Backlog is a more
relevant predictor of future sales in the Secure Communication Systems business
area. Current funded backlog in Secure Communication Systems as of December 31,
1997 was $306.0 million, of which approximately 93% is expected to be shipped
in 1998. The Company believes backlog is a less relevant factor in the
Specialized Communication Products business area given the nature of its
catalog and commercial oriented business. Overall, approximately 85% of the
Company's December 31, 1997 funded backlog is expected to be shipped in 1998.

<TABLE>
<CAPTION>
PRO FORMA
FUNDED BACKLOG AS OF
DECEMBER 31, 1997
---------------------
($ in millions)
<S> <C>
Secure Communication Systems ............... $306.0
Specialized Communication Products ......... 332.1
------
$638.1
======
</TABLE>

GOVERNMENT CONTRACTS

Approximately 73% of the Company's 1997 pro forma sales were made to
agencies of the Government or to prime contractors or subcontractors of the
Government.

Approximately 64% of the Company's pro forma 1997 sales mix of contracts
were firm fixed price contracts under which the Company agrees to perform for a
predetermined price. Although the Company's fixed price contracts generally
permit the Company to keep profits if costs are less than projected, the
Company does bear the risk that increased or unexpected costs may reduce profit
or cause the Company to sustain losses on the contract. Generally, firm fixed
price contracts offer higher margin than cost plus type contracts. All domestic
defense contracts and subcontracts to which the Company is a party are subject
to audit, various profit and cost controls and standard provisions for
termination at the convenience of the Government. Upon termination, other than
for a contractor's default, the contractor will normally be entitled to
reimbursement for allowable costs and to an allowance for profit. Foreign
defense contracts generally contain comparable provisions relating to
termination at the convenience of the government. To date, no significant fixed
price contract of the Company has been terminated.

Companies supplying defense-related equipment to the Government are
subject to certain additional business risks peculiar to that industry. Among
these risks are the ability of the Government to unilaterally suspend the
Company from new contracts pending resolution of alleged violations of
procurement laws or regulations. Other risks include a dependence on
appropriations by the Government, changes in the Government's procurement
policies (such as greater emphasis on competitive procurements) and the need to
bid on programs in advance of design completion. A reduction in expenditures by
the Government for products of the type manufactured by the Company, lower
margins resulting from increasingly competitive procurement policies, a
reduction in the volume of contracts or subcontracts awarded to the Company or
substantial cost overruns would have an adverse effect on the Company's cash
flow.

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<PAGE>

PROPERTIES

The table below sets forth certain information with respect to
manufacturing facilities and properties of the Company, excluding non-operating
properties held for sale.

<TABLE>
<CAPTION>
LOCATION OWNED LEASED
- ----------------------------------- ------- ----------
(thousands of square
feet)
<S> <C> <C>
L-3 Headquarters, NY .............. -- 58.7
SECURE COMMUNICATION SYSTEMS:
Camden, NJ ....................... -- 588.7
Salt Lake City, UT ............... -- 457.6
Sierra Vista, AZ ................. -- 18.8
Camarillo, CA .................... -- 2.4
El Segundo, CA ................... -- 1.4
Milpitas, CA ..................... -- 21.4
Oakland, CA ...................... -- 5.2
Santa Ana, CA .................... -- 5.0
Santa Clara, CA .................. -- 6.2
Santa Maria, CA .................. -- 9.8
Colorado Springs, CO ............. -- 5.8
Hartford, CT ..................... -- 1.8
Chicago, IL ...................... -- 7.3
Boston, MA ....................... -- 25.6
Annapolis Junction, MD ........... -- 6.6
Wheaton, MD ...................... -- 0.5
Moorestown, NJ ................... -- 2.8
Shrewsbury, NJ ................... -- 22.5
New York, NY ..................... -- 5.9
Cleveland, OH .................... -- 1.4
Fairfax, VA ...................... -- 1.6
Warrentown, VA ................... -- 0.8
SPECIALIZED COMMUNICATION PRODUCTS:
Folsom, CA ....................... -- 57.5
Lancaster, CA .................... -- 5.4
Menlo Park, CA ................... -- 98.3
San Diego, CA .................... 196.0 68.9
San Mateo, CA .................... -- 14.8
Santa Clara, CA .................. -- 2.0
Sylmar, CA ....................... -- 240.0
Sarasota, FL ..................... -- 143.7
Merritt Island, FL ............... -- 1.2
Atlanta, GA ...................... -- 52.1
Alpharetta, GA ................... 40.0 --
Norcross, GA ..................... -- 4.8
Lowell, MA ....................... -- 47.0
Hauppauge, NY .................... 240.0 --
Warminster, PA ................... 44.7 --
Hampshire (U.K.) ................. -- 1.2
Kiel, Germany .................... -- 143.0
----- -----
Total ............................. 520.7 2,137.7
===== =======
</TABLE>

LEGAL PROCEEDINGS

From time to time the Company is involved in legal proceedings arising in
the ordinary course of its business. Management believes it is adequately
reserved for these liabilities and that there is no litigation pending that
could have a material adverse effect on the Company's financial condition and
its results of operations.

57
<PAGE>

ENVIRONMENTAL MATTERS

The Company's operations are subject to various federal, state and local
environmental laws and regulations relating to the discharge, storage,
treatment, handling, disposal and remediation of certain materials, substances
and wastes used in its operations. The Company continually assesses its
obligations and compliance with respect to these requirements. Management
believes that the Company's current operations are in substantial compliance
with all existing applicable environmental laws and permits. The Company does
not believe that its environmental compliance expenditures will have a material
adverse effect on its financial condition or the results of its operations.

Pursuant to the L-3 Acquisition Agreement, the Company has agreed to
assume certain on-site and off-site environmental liabilities related to events
or activities occurring prior to the L-3 Acquisition. Lockheed Martin has
agreed to retain all environmental liabilities for all facilities no longer
used by the Businesses and to indemnify fully the Company for such prior site
environmental liabilities. Lockheed Martin has also agreed, for the first eight
years following April 1997, to pay 50% of all costs incurred by the Company
above those reserved for on the Company's balance sheet at April 1997 relating
to certain Company-assumed environmental liabilities and, for the seven years
thereafter, to pay 40% of certain reasonable operation and maintenance costs
relating to any environmental remediation projects undertaken in the first
eight years. The Company is aware of environmental contamination at two of the
facilities acquired from Lockheed Martin that will require ongoing remediation.
In November 1997, the Company sold one such facility located in Sarasota,
Florida, while retaining a leasehold interest in a portion of that facility, to
DMB in a transaction in which DMB contractually agreed to assume responsibility
for further remediation of the Sarasota site. Management believes that the
Company has established adequate reserves for the potential costs associated
with the assumed environmental liabilities. However, there can be no assurance
that any costs incurred will be reimbursable from the Government or covered by
Lockheed Martin under the terms of the L-3 Acquisition Agreement or that the
Company's environmental reserves will be sufficient.

In connection with the acquisition of Ocean Systems, the Company has
acquired the stock of ELAC. The premises currently leased by ELAC have
environmental contamination consisting of chlorinated solvents in the
groundwater beneath and adjoining the site. However, Honeywell Inc.
("Honeywell"), the previous owner of ELAC and the current owner of the
property, has retained the liability for remediating the ELAC site and has
contractually agreed to indemnify AlliedSignal and ELAC. Management believes
that any necessary remediation will be covered by the Honeywell
indemnification.

PENSION PLANS

Pursuant to the L-3 Acquisition Agreement, Holdings and L-3 Communications
assumed certain liabilities relating to defined benefit pension plans for
present and former employees and retirees of certain businesses which were
transferred from Lockheed Martin to Holdings and L-3 Communications. Prior to
the consummation of the L-3 Acquisition, Lockheed Martin received a letter from
the PBGC which requested information regarding the transfer of such pension
plans and indicated that the PBGC believed certain of such pension plans were
underfunded using the PBGC's actuarial assumptions (which assumptions result in
a larger liability for accrued benefits than the assumptions used for financial
reporting under FASB 87.) The PBGC underfunding is related to the Subject
Plans. As of December 31, 1997, the Company calculated the net funding position
of the Subject Plans and believes them to be overfunded by approximately $5.9
million under ERISA assumptions, underfunded by approximately $10.2 million
under FASB 87 assumptions and, on a termination basis, underfunded by as much
as $57.5 million under PBGC assumptions.

With respect to the Subject Plans, Lockheed Martin entered into an
agreement (the "Lockheed Martin Commitment Agreement") among Lockheed Martin,
L-3 and the PBGC dated as of April 30, 1997. The material terms and conditions
of the Lockheed Martin Commitment Agreement include a commitment by Lockheed
Martin to, under certain circumstances, assume sponsorship of the Subject Plans
or provide another form of financial support for the Subject Plans. The
Lockheed Martin Commitment Agreement will continue with respect to any Subject
Plan until such time as such Subject Plan is no longer underfunded on a PBGC
basis for two consecutive years or, at any time after May 31,

58
<PAGE>

2002, the Company achieves investment grade credit ratings. Pursuant to the
Lockheed Martin Commitment Agreement, the PBGC agreed that it would take no
further action in connection with the L-3 Acquisition.

In return for the Lockheed Martin Commitment, the Company entered into an
agreement with Lockheed Martin, dated as of April 30, 1997, pursuant to which
the Company provided certain assurances to Lockheed Martin including, but not
necessarily limited to, (i) continuing to fund the Subject Plans consistent
with prior practices and to the extent deductible for tax purposes and, where
appropriate, recoverable under Government contracts, (ii) agreeing to not
increase benefits under the Subject Plans without the consent of Lockheed
Martin, (iii) restricting the Company from a sale of any businesses employing
individuals covered by the Subject Plans if such sale would not result in
reduction or elimination of the Lockheed Martin Commitment with regard to the
specific plan and (iv) if the Subject Plans were returned to Lockheed Martin,
granting Lockheed Martin the right to seek recovery from the Company of those
amounts actually paid, if any, by Lockheed Martin with regard to the Subject
Plans after their return. In addition, upon the occurrence of certain events,
Lockheed Martin, at its option, will have the right to decide whether to assume
sponsorship of any or all of the Subject Plans, even if the PBGC has not sought
to terminate the Subject Plans. The Company has performed its obligations under
the letter agreement with Lockheed Martin and the Lockheed Martin Commitment
and has not received any communications from the PBGC concerning actions which
the PBGC contemplates taking in respect of the Subject Plans.

EMPLOYEES

As of December 31, 1997, the Company employed approximately 6,100
full-time and part-time employees. The Company believes that its relations with
its employees are good.

Approximately 540 of the Company's employees at its Communication
Systems--East operation in Camden, New Jersey are represented by four unions,
the Association of Scientists and Professional Engineering Personnel, the
International Federation of Professional and Technical Engineers, the
International Union of Electronic, Electrical, Salaried, Machine and Furniture
Workers and an affiliate of the International Brotherhood of Teamsters. Three
of the four collective bargaining agreements expire in mid-1998. While the
Company has not yet initiated discussions with representatives of these unions,
management believes it will be able to negotiate, without material disruption
to its business, satisfactory new collective bargaining agreements with these
employees. However, there can be no assurance that a satisfactory agreement
will be reached with the covered employees or that a material disruption to the
Company's Camden operations will not occur.

Approximately 200 employees of Ocean Systems are represented by the United
Auto Workers. The collective bargaining agreement expires in mid-1999.
Approximately 140 of the employees at Ocean Systems' ELAC subsidiary in Kiel,
Germany are represented by the Metal Trade Industrial Workers of the Hamburg
Region and ELAC is represented by the Association of Metal Industry Employers
for Schleswig-Holstein. The labor contract expires in mid-1998. While the
Company has not yet initiated discussions with representatives of these unions,
management believes it will be able to negotiate, without material disruption
to its business, a satisfactory new labor contract with these employees.
However, there can be no assurance that a satisfactory agreement will be
reached with the covered employees or that a material disruption to operations
of ELAC or Ocean Systems will not occur.

59
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Under the L-3 Acquisition Agreement, Lockheed Martin has agreed to
indemnify L-3, subject to certain limitations, for Lockheed Martin's breach of
representations and warranties and L-3 has assumed certain obligations relating
to environmental matters and benefits plans. These obligations include certain
on-site and off-site environmental liabilities related to events or activities
of the Businesses occurring prior to the L-3 Acquisition. Lockheed Martin has
agreed to indemnify Holdings, subject to certain limitations, for its breach of
(i) non-environmental representations and warranties up to $50 million (subject
to a $5 million threshold) and (ii) for the first eight years following April
1997, to pay 50% of all costs incurred by the Company above those reserved for
on the Company's balance sheet at April 1997 relating to certain
Company-assumed environmental liabilities and, for the seven years thereafter,
40% of certain reasonable operation and maintenance costs relating to any
environmental remediation projects undertaken in the first eight years (subject
to a $6 million threshold).

Lockheed Martin provides to certain divisions of the Company certain
management information systems services at Lockheed Martin's fully-burdened
cost but without profit. Holdings, L-3 Communications and Lockheed Martin have
entered into certain subleases of real property and cross-licenses of
intellectual property.

In addition, Holdings and Lockheed Martin have entered into a Limited
Noncompetition Agreement (the "Noncompetition Agreement") which, for up to
three years from April 1997, in certain circumstances, precludes Lockheed
Martin from engaging in the sale of any products that compete with the products
of the Company that are set forth in the Noncompetition Agreement for
specifically identified application of the products. Under the Noncompetition
Agreement, Lockheed Martin is prohibited, with certain exceptions, from
acquiring any business engaged in the sale of the specified products referred
to in the preceding sentence, although Lockheed Martin may acquire such a
business under circumstances where the exceptions do not apply provided that it
offers to sell such business to L-3 within 90 days of its acquisition. The
Noncompetition Agreement does not, among other exceptions, (i) apply to
businesses operated and managed by Lockheed Martin on behalf of the Government,
(ii) prohibit Lockheed Martin from engaging in any existing businesses and
planned businesses as of the closing of the L-3 Acquisition or businesses that
are reasonably related to existing or planned businesses or (iii) apply to
selling competing products where such products are part of a larger system sold
by Lockheed Martin.

In the ordinary course of business L-3 sells products to Lockheed Martin
and its affiliates. Pro forma and aggregated sales to Lockheed Martin were
$81.6 million, $70.7 million and $25.9 million for the years ended December 31,
1997, 1996 and 1995, respectively. See Note 19 to the Consolidated (Combined)
Financial Statements.

Sales of products to Lockheed Martin, excluding those under existing
intercompany work transfer agreements, are made on terms no less favorable than
those which would be available from non-affiliated third party customers. A
significant portion of L-3's sales to Lockheed Martin are either based on
competitive bidding or catalog prices.

STOCKHOLDERS AGREEMENT

Holdings, Lockheed Martin, the Lehman Partnership and Messrs. Lanza and
LaPenta entered into a stockholders agreement (the "Stockholders Agreement")
which, except for the terms relating to (i) the registration rights, (ii)
provision of services by Lehman Brothers Inc. and (iii) the standstill
agreement by Lockheed Martin, terminates upon the consummation of the Common
Stock Offering. Prior to the consummation of the Common Stock Offering, the
Lehman Partnership is entitled to designate a majority of the members of the
Board of Directors provided that it holds at least 35% of the capital stock of
Holdings and remains the single largest shareholder.

Pursuant to the Stockholders Agreement, certain of the existing
stockholders have the right, from time to time on or after the 180-day period
following the completion of the initial public offering and subject to certain
conditions, to require the Company to register under the Securities Act shares
of Common Stock held by them. Lockheed Martin, the Lehman Partnership and each
of the Senior Management has three, four and one demand registration rights,
respectively. In addition, the Stockholders

60
<PAGE>

Agreement also provides certain existing stockholders with certain piggyback
registration rights. The Stockholders Agreement provides, among other things,
that the Company will pay expenses in connection with (i) up to two demand
registrations requested by Lockheed Martin, up to three demand registrations
requested by the Lehman Partnership and the two demand registrations requested
by the Senior Management and (ii) any registration in which the existing
stockholders participate through piggyback registration rights granted under
such agreement.

The Stockholders Agreement also provides that Lehman Brothers Inc. has the
exclusive right to provide investment banking services to Holdings for the
five-year period after the closing of the L-3 Acquisition (except that the
exclusivity period is three years as to cash acquisitions undertaken by L-3) so
long as the Lehman Partnership owns at least 10% of the outstanding Common
Stock. In the event that Lehman Brothers Inc. agrees to provide any investment
banking services to L-3, it will be paid fees that are mutually agreed upon
based on similar transactions and practices in the investment banking industry.

Under the Stockholders Agreement Lockheed Martin is subject to a
standstill arrangement which generally prohibits any increase in its share
ownership percentage over 34.9%.

61
<PAGE>

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table provides information concerning the directors and
executive officers of Holdings and L-3 Communications.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- ----- -------------------------------------------------
<S> <C> <C>
Frank C. Lanza .................... 66 Chairman, Chief Executive Officer and Director
Robert V. LaPenta ................. 52 President, Chief Financial Officer and Director
Michael T. Strianese .............. 42 Vice President--Finance and Controller
Christopher C. Cambria ............ 39 Vice President--General Counsel and Secretary
Robert F. Mehmel .................. 35 Vice President--Planning and Assistant Secretary
Lawrence W. O'Brien ............... 48 Vice President--Treasurer
Joseph S. Paresi .................. 42 Vice President--Product Development
Lawrence H. Schwartz .............. 60 Vice President--Business Development
Jimmie V. Adams ................... 61 Vice President--Washington D.C. Operations
Robert RisCassi ................... 62 Vice President--Washington D.C. Operations
David J. Brand(a) ................. 36 Director
Alberto M. Finali ................. 43 Director
Eliot M. Fried(a) ................. 65 Director
Robert B. Millard(b) .............. 47 Director
Alan H. Washkowitz(b) ............. 57 Director
Thomas A. Corcoran ................ 53 Director
Frank H. Menaker, Jr.(a) .......... 57 Director
John E. Montague(b) ............... 44 Director
</TABLE>

- ----------
(a) Member of the Audit Committee.

(b) Member of the Compensation Committee.

Frank C. Lanza, Chairman and CEO. Mr. Lanza joined the Company in April
1997. From April 1996, when Loral was acquired by Lockheed Martin, until April
1997, Mr. Lanza was Executive Vice President of Lockheed Martin, a member of
Lockheed Martin's Executive Council and Board of Directors and President and
COO of Lockheed Martin's C3I and Systems Integration Sector, which comprised
many of the businesses acquired by Lockheed Martin from Loral. Prior to the
April 1996 acquisition of Loral, Mr. Lanza was President and COO of Loral, a
position he held since 1981. He joined Loral in 1972 as President of its
largest division, Electronic Systems. His earlier experience was with Dalmo
Victor and Philco Western Development Laboratory.

Robert V. LaPenta, President and Chief Financial Officer. Mr. LaPenta
joined the Company in April 1997. From April 1996, when Loral was acquired by
Lockheed Martin, until April 1997, Mr. LaPenta was a Vice President of Lockheed
Martin and was Vice President and Chief Financial Officer of Lockheed's C3I and
Systems Integration Sector. Prior to the April 1996 acquisition of Loral, he
was Loral's Senior Vice President and Controller, a position he held since
1981. He joined Loral in 1972 and was named Vice President and Controller of
its largest division in 1974. He became Corporate Controller in 1978 and was
named Vice President in 1979.

Michael T. Strianese, Vice President-Finance and Controller. Mr. Strianese
joined the Company in April 1997. From April 1996, when Loral was acquired by
Lockheed Martin, until April 1997, Mr. Strianese was Vice President and
Controller of Lockheed Martin's C3I and Systems Integration Sector. From 1991
to the April 1996 acquisition of Loral, he was Director of Special Projects at
Loral. Prior to joining Loral, he spent 11 years with Ernst & Young. Mr.
Strianese is a Certified Public Accountant.

62
<PAGE>

Christopher C. Cambria, Vice President-General Counsel and Secretary. Mr.
Cambria joined the Company in June 1997. From 1994 until joining the Company,
Mr. Cambria was an associate with Fried, Frank, Harris, Shriver & Jacobson.
From 1986 until 1993, he was an associate with Cravath, Swaine & Moore.

Robert F. Mehmel, Vice President-Planning and Assistant Secretary. Mr.
Mehmel joined the Company in April 1997. From April 1996, when Loral was
acquired by Lockheed Martin, until April 1997, Mr. Mehmel was the Director of
Financial Planning and Capital Review for Lockheed Martin's C3I and Systems
Integration Sector. From 1984 to 1996, Mr. Mehmel held several accounting and
financial analysis positions at Loral Electronic Systems and Loral. At the time
of Lockheed Martin's acquisition of Loral, he was Corporate Manager of Business
Analysis.

Lawrence W. O'Brien, Vice President--Treasurer. Mr. O'Brien joined the
Company in June 1997. Prior to joining the Company, he was the Vice President
and Treasurer of Pechiney Corporation, the North American arm of the Pechiney
Group of France, where he held a number of financial positions since 1981.

Joseph S. Paresi, Vice President--Product Development. Mr. Paresi joined
the Company in April 1997. From April 1996 until April 1997, Mr. Paresi was
Corporate Director of Technology for Lockheed Martin's C3I and System
Integration Sector. Prior to the April 1996 acquisition of Loral, Mr. Paresi
was Corporate Director of Technology for Loral, a position he held since 1993.
From 1978 to 1993, Mr. Paresi was a Systems Engineer, Director of Marketing and
Director of International Programs at Loral Electronic Systems.

Lawrence H. Schwartz, Vice President--Business Development. Mr. Schwartz
joined the Company in May 1997. From April 1996 until May 1997, Mr. Schwartz
was Vice President of Technology for the C3I and System Integration Sector of
Lockheed Martin. Prior to the April 1996 acquisition of Loral, he was Corporate
Vice President of Technology for Loral, a position he held since 1987. Between
1976 and 1987, Mr Schwartz was Vice President of Engineering, Senior Vice
President of Business Development, Senior Vice President of the Rapport Program
and Senior Vice President of Development Programs at Loral Electronic Systems.

Jimmie V. Adams, Vice President-Washington, D.C. Operations. General
Jimmie V. Adams (U.S.A.F.-ret.) joined the Company in April 1997. From April
1996 until April 1997, he was Vice President of Lockheed Martin's Washington
Operations for the C3I and Systems Integration Sector. Prior to the April 1996
acquisition of Loral, he had held the same position at Loral since 1993. Before
joining Loral in 1993, he was Commander in Chief, Pacific Air Forces, Hickam
Air Force Base, Hawaii, capping a 35-year career with the U.S. Air Force. He
was also Deputy Chief of Staff for plans and operation for U.S. Air Force
headquarters and Vice Commander of Headquarters Tactical Air Command and Vice
Commander in Chief of the U.S. Air Forces Atlantic at Langley Air Force Base.
He is a command pilot with more than 141 combat missions.

Robert RisCassi, Vice President-Washington, D.C. Operations. General
Robert W. RisCassi (U.S. Army-ret.) joined the Company in April 1997. From
April 1996 until April 1997, he was Vice President of Land Systems for Lockheed
Martin's C3I and Systems Integration Sector. Prior to the April 1996
acquisition of Loral, he had held the same position for Loral since 1993. He
joined Loral in 1993 after retiring as U.S. Army Commander in Chief, United
Nations Command/Korea. His 35-year military career included posts as Army Vice
Chief of Staff; Director, Joint Staff, Joint Chiefs of Staff; Deputy Chief of
Staff for Operations and Plans; and Commander of the Combined Arms Center.

David J. Brand, Director. Mr. Brand has served as a director since April
1997 and is a Managing Director of Lehman Brothers and a principal in the
Global Mergers & Acquisitions Group, leading Lehman Brothers' Technology
Mergers and Acquisitions business. Mr. Brand joined Lehman Brothers in 1987 and
has been responsible for merger and corporate finance advisory services for
many of Lehman Brothers' technology and defense industry clients. Mr. Brand is
currently a director of K&F Industries, Inc. Mr. Brand holds an M.B.A. from
Stanford University's Graduate School of Business and a B.S. in Mechanical
Engineering from Boston University.

Alberto M. Finali, Director. Mr. Finali has served as a director since
April 1997 and is a Managing Director of Lehman Brothers and principal of the
Merchant Banking Group, based in New York. Prior

63
<PAGE>

to joining the Merchant Banking Group, Mr. Finali spent four years in Lehman
Brothers' London office as a senior member of the M&A Group. Mr. Finali joined
Lehman Brothers in 1987 as a member of the M&A Group in New York and became a
Managing Director in 1997. Prior to joining Lehman Brothers, Mr. Finali worked
in the Pipelines and Production Technology Group of Bechtel, Inc. in San
Francisco. Mr. Finali holds an M.E. and an M.B.A. from the University of
California at Berkeley, and a Laurea Degree in Civil Engineering from the
Polytechnic School in Milan, Italy.

Eliot M. Fried, Director. Mr. Fried has served as a director since April
1997 and is a Managing Director of Lehman Brothers. Mr. Fried joined Shearson,
Hayden Stone, a predecessor firm, in 1976 and became a Managing Director in
1982. Mr. Fried has extensive experience in portfolio management and equity
research. Mr. Fried is currently a director of Bridgeport Machines, Inc.,
Energy Ventures, Inc., SunSource L.P., Vernitron Corporation and Walter
Industries, Inc. Mr. Fried holds an M.B.A. from Columbia University and a B.A.
from Hobart College.

Robert B. Millard, Director. Mr. Millard has served as a director since
April 1997 and is a Managing Director of Lehman Brothers, Head of Lehman
Brothers' Principal Trading & Investments Group and principal of the Merchant
Banking Group. Mr. Millard joined Kuhn Loeb & Co. in 1976 and became a Managing
Director of Lehman Brothers in 1983. Mr. Millard is currently a director of
GulfMark International, Inc. and Energy Ventures, Inc. Mr. Millard holds an
M.B.A. from Harvard University and a B.S. from the Massachusetts Institute of
Technology.

Alan H. Washkowitz, Director. Mr. Washkowitz has served as a director
since April 1997 and is a Managing Director of Lehman Brothers and head of the
Merchant Banking Group, and is responsible for the oversight of Lehman Brothers
Merchant Banking Portfolio Partnership L.P. Mr. Washkowitz joined Lehman
Brothers in 1978 when Kuhn Loeb & Co. was acquired by Lehman Brothers. Mr.
Washkowitz is currently a director of Illinois Central Corporation, K&F
Industries, Inc. and McBride plc. Mr. Washkowitz holds an M.B.A. from Harvard
University, a J.D. from Columbia University and an A.B. from Brooklyn College.

Thomas A. Corcoran, Director. Mr. Corcoran has served as a director since
July 1997 and has been the President and Chief Operating Officer of the
Electronic Systems Sector of Lockheed Martin Corporation since March 1995. From
1993 to 1995, Mr. Corcoran was President of the Electronics Group of Martin
Marietta Corporation. Prior to that he worked for General Electric for 26 years
and from 1983 to 1993 he held various management positions with GE Aerospace;
he was a company officer from 1990 to 1993. Mr. Corcoran is a member of the
Board of Trustees of Worcester Polytechnic Institute, the Board of Trustees of
Stevens Institute of Technology, the Board of Governors of the Electronic
Industries Association, a Director of the U.S. Navy Submarine League and a
Director of REMEC Corporation.

Frank H. Menaker, Jr., Director. Mr. Menaker has served as a director
since April 1997 and has served as Senior Vice President and General Counsel of
Lockheed Martin since July 1996. He served as Vice President and General
Counsel of Lockheed Martin from March 1995 to July 1996, as Vice President of
Martin Marietta Corporation from 1982 until 1995 and as General Counsel of
Martin Marietta Corporation from 1981 until 1995. He is a director of Martin
Marietta Materials, Inc., a member of the American Bar Association and has been
admitted to practice before the United States Supreme Court. Mr. Menaker is a
graduate of Wilkes University and the Washington College of Law at American
University.

John E. Montague, Director. Mr. Montague has served as a director since
April 1997 and has been Vice President, Financial Strategies at Lockheed Martin
responsible for mergers, acquisitions and divestiture activities and
shareholder value strategies since March 1995. Previously, he was Vice
President, Corporate Development and Investor Relations at Martin Marietta
Corporation from 1991 to 1995. From 1988 to 1991, he was Director of Corporate
Development at Martin Marietta Corporation, which he joined in 1977 as a member
of the engineering staff. Mr. Montague is a director of Rational Software
Corporation. Mr. Montague received his B.S. from the Georgia Institute of
Technology and an M.S. in engineering from the University of Colorado.

The Board of Directors intends to appoint two additional directors who are
not affiliated with the Company promptly following the Common Stock Offering.
The additional directors have not yet been identified.

64
<PAGE>

Upon closing of the Common Stock Offering, the Company's certificate of
incorporation will provide for a classified Board of Directors divided into
three classes. Class I will expire at the annual meeting of the stockholders to
be held in 1999; Class II will expire at the annual meeting of the stockholders
to be held in 2000; and Class III will expire at the annual meeting of the
stockholders to be held in 2001. At each annual meeting of the stockholders,
beginning with the 1999 annual meeting, the successors to directors whose terms
will then expire will be elected to serve from the time of election and
qualification until the third annual meeting following election and until their
successors have been duly elected and qualified, or until their earlier
resignation or removal, if any. To the extent there is an increase or reduction
in the number of directors, increase or decrease in directorships resulting
therefrom will be distributed among the three classes so that, as nearly as
possible, each class will consist of an equal number of directors.

Each executive officer and key employee serves at the discretion of the
Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has two standing committees: an Audit Committee and
a Compensation Committee. Currently, the Audit Committee consists of Messrs.
Brand, Fried and Menaker. The Company intends to appoint to the Audit Committee
only persons who qualify as an "independent" director for purposes of the rules
and regulations of the NYSE. The Audit Committee will select and engage, on
behalf of the Company, the independent public accountants to audit the
Company's annual financial statements, and will review and approve the planned
scope of the annual audit. Currently, Messrs. Millard, Montague and Washkowitz
serve as members of the Compensation Committee. The Compensation Committee
establishes remuneration levels for certain officers of the Company, performs
such functions as provided under the Company's employee benefit programs and
executive compensation programs and administers the 1997 Option Plan for Key
Employees of Holdings.

COMPENSATION OF DIRECTORS

The current directors of the Company do not receive compensation for their
services as directors. Any non-affiliated directors will receive directors'
fees and reimbursements for their reasonable out-of-pocket expenses in
connection with their travel to and attendance at meetings of the board of
directors or committees thereof.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director. Under the
DGCL, liability of a director may not be limited (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases and (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provisions of
the Company's Certificate of Incorporation is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company's Bylaws provide that the Company shall indemnify its
directors, officers, employees and agents against losses incurred by any such
person by reason of the fact that such person was acting in such capacity.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

65
<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table. The following table provides certain summary
information concerning compensation paid or accrued by the Company to or on
behalf of the Company's Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company (the "Named Executive
Officers") during the nine months ended December 31, 1997:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
-----------------------------
ANNUAL
COMPENSATION SECURITIES
---------------------- RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS STOCK AWARDS STOCK OPTIONS COMPENSATION(1)
- ----------------------------------------------- ----------- ---------- -------------- -------------- ----------------
<S> <C> <C> <C> <C> <C>
Frank C. Lanza (Chairman and Chief
Executive Officer)(2) ........................ $542,654 -- 1,142,857 --
Robert V. LaPenta (President and Chief
Financial Officer)(2) ........................ 356,538 -- 1,142,857 --
Lawrence H. Schwartz (Vice President) ......... 145,327 $80,000 17,000 --
Jimmie V. Adams (Vice President) .............. 157,854 70,000 15,000 $ 61
Robert RisCassi (Vice President) .............. 125,704 60,000 15,000 611
</TABLE>

- ----------
(1) Represents Company match under savings plan.

(2) On March 2, 1998, each of Mr. Lanza and Mr. LaPenta exercised 228,571
options.

Stock Options Granted in 1997. The following table sets forth information
concerning individual grants of stock options to purchase Holdings' Common
Stock made in 1997 to each of the Named Executive Officers.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION GRANT-DATE
NAME AND PRINCIPAL POSITION GRANTED (#) FISCAL YEAR ($/SH) DATE VALUE(1)
- ----------------------------------------------- ------------------ -------------- --------- ---------------- -------------
<S> <C> <C> <C> <C> <C>
Frank C. Lanza (Chairman and Chief
Executive Officer) ........................... 1,142,857(2) 38.2% $ 6.47 April 30, 2007 $2,326,731
Robert V. LaPenta (President and Chief
Financial Officer) ........................... 1,142,857(2) 38.2% $ 6.47 April 30, 2007 $2,326,731
Lawrence H. Schwartz (Vice President) ......... 17,000 0.6% $ 6.47 July 1, 2007 $ 17,571
Jimmie V. Adams (Vice President) .............. 15,000 0.5% $ 6.47 July 1, 2007 $ 15,504
Robert RisCassi (Vice President) .............. 15,000 0.5% $ 6.47 July 1, 2007 $ 15,504
</TABLE>

- ----------
(1) The grant-date valuation of the options was calculated using the minimum
value method described in SFAS No. 123. The minimum value is computed as
the current price of stock at grant date reduced to exclude the present
value of any expected dividends during the option's expected life minus
the present value of the exercise price, and does not consider the
expected volatility of the price of the stock underlying the option. The
material assumptions underlying the computations are: an average discount
rate 6.3%; a dividend yield of 0% and a weighted average expected option
life of 5.49 years, with the option lives ranging from 2 years to 10
years.

(2) Half of the options granted consists of Time Options and half consists of
Performance Options. See
"-- Employment Agreements" for description of the terms of these options.

66
<PAGE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT
SHARES VALUE AT FY-END(1) FY-END(2)
ACQUIRED ON REALIZED ------------------------------ -----------------------------
NAME AND PRINCIPAL POSITION EXERCISES (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------- -------------- --------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Frank C. Lanza (Chairman and
Chief Executive Officer)(3) ........ -- -- -- 1,142,857 -- $1,748,571
Robert V. LaPenta (President
and Chief Financial Officer)(3)..... -- -- -- 1,142,857 -- 1,748,571
Lawrence H. Schwartz
(Vice President) ................... -- -- -- 17,000 -- 26,010
Jimmie V. Adams
(Vice President) ................... -- -- -- 15,000 -- 22,950
Robert RisCassi (Vice President)..... -- -- -- 15,000 -- 22,950
</TABLE>

- ----------
(1) At December 31, 1997, none of the outstanding options were exercisable.

(2) The fair value of Holdings' Common Stock was estimated by the Company
using an independent appraisal of such Common Stock performed as of
January 31, 1998.

(3) On March 2, 1998, each of Mr. Lanza and Mr. LaPenta exercised 228,571
options.

PENSION PLAN

The following table shows the estimated annual pension benefits payable
under the L-3 Communications Corporation Pension Plan and Supplemental Employee
Retirement Plan to a covered participant upon retirement at normal retirement
age, based on the career average compensation (salary and bonus) and years of
credited service with the Company.

<TABLE>
<CAPTION>
CAREER AVERAGE COMPENSATION YEARS OF CREDITED SERVICE
- ----------------------------- --------------------------------------------------------------
15 20 25 30 35
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$125,000..................... $ 18,981 $ 24,937 $ 29,833 $ 33,856 $ 37,164
150,000..................... 23,172 30,408 36,355 41,243 45,260
175,000..................... 27,364 35,879 42,877 48,629 53,357
200,000..................... 31,556 41,349 49,399 56,015 61,454
225,000..................... 35,747 46,820 55,921 63,402 69,550
250,000..................... 39,939 52,291 62,444 70,788 77,647
300,000..................... 48,322 63,233 75,488 85,561 93,840
400,000..................... 65,089 85,116 101,577 115,106 126,226
450,000..................... 73,472 96,057 114,621 129,879 142,420
500,000..................... 81,855 106,999 127,665 144,651 158,613
750,000..................... 123,772 161,707 192,887 218,515 239,579
</TABLE>

As of December 31, 1997, the current annual compensation and current years
of credited service (including for Messrs. LaPenta, Adams and RisCassi, years
of credited service as an employee of Loral and Lockheed Martin) for each of
the following persons were: Mr. Lanza, $750,000 and one year; Mr. LaPenta,
$500,000 and 26 years; Mr. Adams, $216,011 and 5 years; Mr. RisCassi, $172,016
and 4 years; and Mr. Schwartz, $229,000 and one year. Compensation covered
under the pension plans includes amounts reported as salary and bonus in the
Summary Compensation Table.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors of Holdings established a Compensation Committee in
June 1997. During the 1997 fiscal year, Messrs. Robert Millard, Steven Berger
and John Montague served as members of the Compensation Committee. None of
these individuals has served at any time as an officer or employee of

67
<PAGE>

Holdings or L-3 Communications. Mr. Berger resigned from Holdings' Board of
Directors and the Compensation Committee in January 1998 and Mr. Washkowitz was
appointed to the Compensation Committee in March 1998. Prior to the
establishment of the Compensation Committee, all decisions relating to
executive compensation were made by Holdings' Board of Directors. Messrs.
Millard and Montague are affiiliated with the Lehman Partnership which,
assuming the consummation of the Common Stock Offering and full exercise of the
over-allotment option, holds 37.4% of the Common Stock and is a party to the
Stockholders Agreement. Pursuant to the Stockholders Agreement, the Lehman
Partnership has the right, from time to time on or after the 180-day period
following that completion of the initial public offering and subject to certain
conditions, to require the Company to register under the Securities Act shares
of Common Stock held by them. The Lehman Partnership has the right to request
up to four demand registrations and also has piggyback registration rights. The
Company has agreed in the Stockholders Agreement to pay expenses in connection
with, among other things, (i) up to three demand registrations requested by the
Lehman Partnership and (ii) any registration in which the existing stockholders
participate through piggyback registration rights granted under such agreement.
The Stockholders Agreement also provides that Lehman Brothers Inc. has the
exclusive right to provide investment banking services to Holdings for the
five-year period after the closing of the L-3 Acquisition (except that the
exclusivity period is three years as to cash acquisitions undertaken by L-3) so
long as the Lehman Partnership owns at least 10% of the outstanding Common
Stock. In the event that Lehman Brothers Inc. agrees to provide any investment
banking services to L-3, it will be paid fees that are mutually agreed upon
based on similar transactions and practices in the investment banking industry.

No executive officer of Holdings or L-3 Communications serves as a member
of the board of directors or compensation committee of any entity which has one
or more executive officers serving as a member of Holdings' Board of Directors
or Compensation Committee.

1997 STOCK OPTION PLAN

In April 1997, Holdings adopted the 1997 Option Plan for Key Employees of
Holdings (the "1997 Stock Option Plan") which authorizes the Compensation
Committee to grant options to key employees of Holdings and its subsidiaries.
On March 10, 1998, the 1997 Stock Option Plan was amended to increase the
shares available for option grants to 4,255,815 shares of Common Stock, of
which 3,246,084 had been granted as of March 31, 1998. The Compensation
Committee of the Board of Directors of Holdings, in its sole discretion,
determines the terms of option agreements, including without limitation the
treatment of option grants in the event of a change of control. The 1997 Stock
Option Plan remains in effect for 10 years following the date of approval.

On April 30, 1997, Holdings granted each of Messrs. Lanza and LaPenta
options to purchase 1,142,857 shares of Common Stock. See "-- Employment
Agreements" for a description of the terms of these grants. On July 1, 1997 and
November 11, 1997, the Compensation Committee authorized grants of options to
employees of Holdings and its subsidiaries, other than Messrs. Lanza and
LaPenta, to acquire an aggregate of 689,500 shares of Common Stock at an
exercise price of $6.47 per share (the "Employee Options"). Each Employee
Option was granted pursuant to an individual agreement that provides (i) 20% of
shares underlying the option will become exercisable on the first anniversary
of the grant date, 50% will become exercisable on the second anniversary of the
grant date and 30% will become exercisable on the third anniversary of the
grant date; provided that, in the event of an initial public offering of Common
Stock, 15% of the shares underlying the option (which would otherwise become
exercisable on the second anniversary of the grant date) will become
exercisable on the earlier to occur of (A) the completion of the initial public
offering of the Common Stock and (B) the first anniversary of the grant date;
(ii) all shares underlying the option will become exercisable upon certain
events constituting a change of control; and (iii) the option will expire upon
the earliest to occur of (A) the tenth anniversary of the grant date, (B) one
year after termination of employment due to the optionee's death or permanent
disability, (C) immediately upon termination of the optionee's employment for
cause and (D) three months after termination of optionee's employment for any
other reason. On March 2, 1998, each of Mr. Lanza and Mr. LaPenta exercised
options to acquire 228,571 shares of Common Stock. On May 1, 1998, Holdings
granted options to employees of Holdings and its subsidiaries, other than
Messrs. Lanza and LaPenta, to purchase 285,370 shares of Common Stock at an
exercise price of $22.00 per share and on terms substantially similar to the
Employee Options.

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<PAGE>

EMPLOYMENT AGREEMENTS

Holdings entered into an employment agreement (the "Employment
Agreements") effective on April 30, 1997 with each of Mr. Lanza, Chairman and
Chief Executive Officer of Holdings and L-3 Communications, who will receive a
base salary of $750,000 per annum and appropriate executive level benefits, and
Mr. LaPenta, President and Chief Financial Officer of Holdings and L-3
Communications, who will receive a base salary of $500,000 per annum and
appropriate executive level benefits. The Employment Agreements provide for an
initial term of five years, which will automatically renew for one-year periods
thereafter, unless a party thereto gives notice of its intent to terminate at
least 90 days prior to the expiration of the term.

Upon a termination without cause or resignation for good reason, Holdings
will be obligated, through the end of the term, to (i) continue to pay the base
salary and (ii) continue to provide life insurance and medical and
hospitalization benefits comparable to those provided to other senior
executives; provided, however, that any such coverage shall terminate to the
extent that Mr. Lanza or Mr. LaPenta, as the case may be, is offered or obtains
comparable benefits coverage from any other employer. The Employment Agreements
provide for confidentiality during employment and at all times thereafter.
There is also a noncompetition and non-solicitation covenant which is effective
during the employment term and for one year thereafter; provided, however, that
if the employment terminates following the expiration of the initial term, the
noncompetition covenant will only be effective during the period, if any, that
Holdings pays the severance described above.

Holdings has granted each of Messrs. Lanza and LaPenta (collectively, the
"Equity Executives") nonqualified options to purchase, at $6.47 per share of
Common Stock, 1,142,857 shares of Holdings' initial fully-diluted common stock.
In each case, half of the options will be "Time Options" and half will be
"Performance Options" (collectively, the "Options"). The Time Options will
become exercisable with respect to 20% of the shares subject to the Time
Options on March 2, 1998 and each of the second through fifth anniversaries of
the closing of the L-3 Acquisition (the "Closing") if employment continues
through and including such date. The Performance Options will become
exercisable nine years after the Closing, but will become exercisable earlier
with respect to up to 20% of the shares subject to the Performance Options on
March 2, 1998 and each of the second through fifth anniversaries of the
Closing, to the extent certain EBITDA targets are achieved. The Options will
become fully exercisable under certain circumstances, including a change in
control. The Option term is ten years from the Closing; except that (i) if the
Equity Executive is fired for cause or resigns without good reason, the Options
expire upon termination of employment; (ii) if the Equity Executive is fired
without cause, resigns for good reason, dies, becomes disabled or retires, the
Options expire one year after termination of employment. Unexercisable Options
will terminate upon termination of employment, unless acceleration is expressly
provided for. Upon a change of control, Holdings may terminate the Options, so
long as the Equity Executives are cashed out or permitted to exercise their
Options prior to such change of control.

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<PAGE>

OWNERSHIP OF CAPITAL STOCK

Following the consummation of the Common Stock Offering, the existing
2,944,000 shares of Class B Common Stock of Holdings will convert to Common
Stock. Assuming such conversion, as of March 31, 1998, there were 20,457,142
shares of Common Stock outstanding. The following table sets forth certain
information regarding the beneficial ownership of the shares of the Common
Stock of Holdings, as of March 31, 1998, by each person who beneficially owns
more than five percent of the outstanding shares of Common Stock of Holdings
and by the directors and certain executive officers of Holdings, individually
and as a group.

<TABLE>
<CAPTION>
PERCENTAGE OWNERSHIP
----------------------------
BEFORE AFTER
COMMON STOCK COMMON STOCK
NAME OF BENEFICIAL OWNER COMMON STOCK OFFERING OFFERING(1)
- -------------------------------------------------------------------- ------------------ -------------- -------------
<S> <C> <C> <C>
Lehman Brothers Capital Partners III, L.P. and affiliates(2)
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285 .......................................... 10,020,000 49.0% 37.9%
Lockheed Martin Corporation
6801 Rockledge Drive
Bethesda, Maryland 20817-1877 ..................................... 6,800,000 33.2 25.7
Frank C. Lanza
c/o L-3 Communications Holdings, Inc.
600 Third Avenue, 34th Floor
New York, New York, 10016 ......................................... 1,700,571(3) 8.3 6.4
Robert V. LaPenta
c/o L-3 Communications Holdings, Inc.
600 Third Avenue, 34th Floor
New York, New York 10016 .......................................... 1,700,571 8.3 6.4
All directors and executive officers as group (23 persons) ......... 3,637,142 17.8 13.8
</TABLE>

- ----------
(1) Assumes no exercise of the over-allotment option by the Underwriters.

(2) David J. Brand, Alberto M. Finali, Eliot M. Fried, Robert B. Millard and
Alan H. Washkowitz, each of whom is director of Holdings, are each
Managing Directors of Lehman Brothers Inc. As limited partners of Lehman
Brothers Capital Partners III, L.P. or other affiliated partnerships
sponsored by Lehman Brothers, all such individuals may be deemed to have
shared beneficial ownership of shares of Common Stock held by Lehman
Brothers Capital Partners III, L.P. and such affiliated partnerships.
Such individuals disclaim any such beneficial ownership.

(3) Includes 75,000 shares held by Mr. Lanza on behalf of his sons, Anthony
Lanza, James Lanza and Lewis Lanza. Mr. Lanza disclaims beneficial
ownership of such shares.

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<PAGE>

DESCRIPTION OF CERTAIN INDEBTEDNESS

SENIOR CREDIT FACILITIES

The Senior Credit Facilities have been provided by a syndicate of banks
and other financial institutions led by Lehman Commercial Paper Inc., as
Arranger and Syndication Agent. The Senior Credit Facilities provide for $175.0
million in term loans (the "Term Loan Facilities") and for $200.0 million in
revolving credit loans (the "Revolving Credit Facility" and, together with the
Term Loan Facilities, the "Senior Credit Facilities"). The Revolving Credit
Facility includes borrowing capacity available for letters of credit and for
borrowings on same-day notice (the "Swingline Loans"). The Term Loans,
originally funded on April 30, 1997, comprised of a Tranche A Term Loan ($100.0
million), which had an initial maturity of six years, a Tranche B Term Loan
($45.0 million), which had an initial maturity of eight years, and a Tranche C
Term Loan ($30.0 million), which had an initial maturity of nine years. The
Revolving Loan Termination Date (as defined therein) is March 31, 2003.

All borrowings under the Senior Credit Facilities bear interest, at L-3
Communications' option, at either: (A) a "base rate" equal to, for any day, the
higher of: (a) 0.50% per annum above the latest Federal Funds Rate; and (b) the
rate of interest in effect for such day as publicly announced from time to time
by Bank of America NT&SA, as Administrative Agent, in San Francisco,
California, as its "reference rate" plus (i) in the case of the Tranche A Term
Loan, the Revolving Credit Facility and the Swingline Loans, a debt to
EBITDA-dependent rate ranging from 0.50% to 1.25% per annum, (ii) in the case
of the Tranche B Term Loan, a rate of 1.50% per annum or (iii) in the case of
the Tranche C Term Loan, a rate of 1.75% per annum or (B) a "LIBOR rate" equal
to, for any Interest Period (as defined in the Senior Credit Facilities), with
respect to LIBOR Loans comprising part of the same borrowing, the London
interbank offered rate of interest per annum for such Interest Period as
determined by the Administrative Agent, plus (i) in the case of the Tranche A
Term Loan and the Revolving Credit Facility, a debt to EBITDA-dependent rate
ranging from 1.50% to 2.25% per annum, (ii) in the case of the Tranche B Term
Loan, a rate of 2.50% per annum or (iii) in the case of the Tranche C Term
Loan, a rate of 2.75% per annum.

L-3 Communications will pay a commitment fee calculated at a debt to
EBITDA-dependent rate ranging from 0.375% to 0.50% per annum of the available
unused commitment under the Revolving Credit Facility, in each case in effect
on each day. Such fee will be payable quarterly in arrears and upon termination
of the Revolving Credit Facility.

L-3 Communications will pay a letter of credit fee calculated at a debt to
EBITDA-dependent rate ranging from 1.50% to 2.25% per annum of the face amount
of each letter of credit and a fronting fee calculated at a rate equal to
0.125% per annum of the face amount of each letter of credit. Such fees will be
payable quarterly in arrears and upon the termination of the Revolving Credit
Facility. In addition, L-3 Communications will pay customary transaction
charges in connection with any letters of credit.

The foregoing debt to EBITDA-dependent rates range from the low rate
specified if the ratio of debt to EBITDA is less than 3.75 to 1.0 to the high
rate specified if such ratio is at least equal to 4.75 to 1.0.

The Term Loans are subject to the following amortization schedule:

<TABLE>
<CAPTION>
TRANCHE A TERM LOAN TRANCHE B TERM LOAN TRANCHE C TERM LOAN
--------------------- --------------------- --------------------
<S> <C> <C> <C>
Year 1 .......... $ 4,000,000 $ 500,000 $ 500,000
Year 2 .......... 5,000,000 500,000 500,000
Year 3 .......... 15,000,000 500,000 500,000
Year 4 .......... 21,000,000 500,000 500,000
Year 5 .......... 27,000,000 500,000 500,000
Year 6 .......... 28,000,000 500,000 500,000
Year 7 .......... -- 20,000,000 500,000
Year 8 .......... -- 22,000,000 500,000
Year 9 .......... -- -- 26,000,000
</TABLE>

71
<PAGE>

Borrowings under the Senior Credit Facilities are subject to mandatory
prepayment (i) with the net proceeds of any incurrence of indebtedness with
certain exceptions to be agreed, (ii) with the proceeds of certain asset sales
and (iii) on an annual basis with (A) 75% of the Company's excess cash flow (as
defined in the Senior Credit Facilities) if the ratio of the Company's debt to
EBITDA is greater than 3.5 to 1.0 or (B) 50% of such excess cash flow if the
ratio is less than 3.5 to 1.0.

L-3 Communications' obligations under the Senior Credit Facilities are
secured by a lien on substantially all of the tangible and intangible assets of
the Company, including: (i) a pledge by Holdings of the stock of L-3
Communications and (ii) a pledge by L-3 Communications and its direct and
indirect subsidiaries of all of the stock of their respective domestic
subsidiaries and 65% of the stock of L-3 Communications' first-tier foreign
subsidiaries. In addition, indebtedness under the Senior Credit Facilities is
guaranteed by Holdings and by all of L-3 Communications' direct and indirect
domestic subsidiaries.

The Senior Credit Facilities contain customary covenants and restrictions
on L-3 Communications' ability to engage in certain activities. In addition,
the Senior Credit Facilities provide that L-3 Communications must meet or
exceed certain interest coverage ratios and must not exceed a leverage ratio.
The Senior Credit Facilities also include customary events of default.

10 3/8% SENIOR SUBORDINATED NOTES DUE 2007

L-3 Communications has outstanding $225.0 million in aggregate principal
amount of its 10 3/8% Senior Subordinated Notes due 2007 (the "1997 Notes").
The 1997 Notes are subject to the terms and conditions of an Indenture (the
"1997 Indenture") dated as of April 30, 1997 between L-3 Communications and The
Bank of New York, as trustee, a copy of which was filed as an exhibit to L-3
Communications' Registration Statement on Form S-4 relating to the 1997 Notes.
The 1997 Notes are subject to all of the terms and conditions of the 1997
Indenture. The following summary of the material provisions of the 1997
Indenture does not purport to be complete, and is subject to, and qualified in
its entirety by reference to, all of the provisions of the 1997 Indenture and
those terms made a part of the 1997 Indenture by the Trust Indenture Act of
1939, as amended. All terms defined in the 1997 Indenture and not otherwise
defined herein are used below with the meanings set forth in the 1997
Indenture.

General. The 1997 Notes will mature on May 1, 2007 and bear interest at 10
3/8% per annum, payable semi-annually on May 1 and November 1 of each year. The
1997 Notes are general unsecured obligations of L-3 Communications and are
subordinated in right of payment to all existing and future Senior Debt of L-3
Communications and rank on a parity or pari passu with the Notes. The 1997
Notes will be unconditionally guaranteed, on an unsecured senior subordinated
basis, jointly and severally, by all of L-3 Communications' future Restricted
Subsidiaries other than Foreign Subsidiaries.

Optional Redemption. The 1997 Notes are subject to redemption at any time,
at the option of L-3 Communications, in whole or in part, on or after May 1,
2002 at redemption prices (plus accrued and unpaid interest) starting at
105.188% of principal (plus accrued and unpaid interest) during the 12-month
period beginning May 1, 2002 and declining annually to 100% of principal (plus
accrued and unpaid interest) on May 1, 2005 and thereafter.

In addition, prior to May 1, 2000, L-3 Communications may redeem up to 35%
of the aggregate principal amount of the 1997 Notes with the net proceeds of
one or more Equity Offerings (as defined in the Indentures), to the extent such
proceeds are contributed (within 120 days of any such offering) to L-3
Communications as common equity, at a price equal to 109.375% of the principal
(plus accrued and unpaid interest) provided that at least 65% of the original
aggregate principal amount of the 1997 Notes remains outstanding thereafter.

Change of Control. Upon the occurrence of a Change of Control, each holder
of the 1997 Notes may require L-3 Communications to repurchase all or a portion
of such holder's 1997 Notes at a purchase price equal to 101% of the principal
amount thereof (plus accrued and unpaid interest). Generally, a Change of
Control, means the occurrence of any of the following: (i) the disposition of
all or substantially all of L-3 Communications' assets to any person, (ii) the
adoption of a plan relating to the liquidation or dissolution of L-3
Communications, (iii) the consummation of any transaction in which a person
other

72
<PAGE>

than the Principals and their Related Parties becomes the beneficial owner of
more than 50% of the voting stock of L-3 Communications, or (iv) the first day
on which a majority of the members of the Board of Directors of L-3
Communications are not Continuing Directors.

Subordination. The 1997 Notes are general unsecured obligations of L-3
Communications and are subordinate to all existing and future Senior Debt of
L-3 Communications. The 1997 Notes will rank senior in right of payment to all
subordinated Indebtedness of L-3 Communications. Any Subsidiary Guarantees
would be general unsecured obligations of the Guarantors and are subordinated
to the Senior Debt and to the guarantees of Senior Debt of such Guarantors. The
Subsidiary Guarantees rank senior in right of payment to all subordinated
Indebtedness of the Guarantors.

Certain Covenants. The 1997 Indenture contains a number of covenants
restricting the operations of L-3 Communications, which, among other things,
limit the ability of L-3 Communications to incur additional Indebtedness, pay
dividends or make distributions, sell assets, issue subsidiary stock, restrict
distributions from Subsidiaries, create certain liens, enter into certain
consolidations or mergers and enter into certain transactions with affiliates.

Events of Default. Events of Default under the 1997 Indenture include the
following: (i) a default for 30 days in the payment when due of interest on the
1997 Notes; (ii) default in payment when due of the principal of or premium, if
any, on the 1997 Notes; (iii) failure by L-3 Communications to comply with
certain provisions of the 1997 Indenture (subject, in some but not all cases,
to notice and cure periods); (iv) default under Indebtedness for money borrowed
by L-3 Communications or any of its Restricted Subsidiaries in excess of $10.0
million; (v) failure by L-3 Communications or any Restricted Subsidiary that
would be a Significant Subsidiary to pay final judgments aggregating in excess
of $10.0 million, which judgments are not paid, discharged or stayed for a
period of 60 days; (vi) except as permitted by the Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Subsidiary Guarantee; or (vii) certain
events of bankruptcy or insolvency with respect to L-3 Communications or any of
its Restricted Subsidiaries.

Upon the occurrence of an Event of Default, with certain exceptions, the
Trustee or the holders of at least 25% in principal amount of the then
outstanding 1997 Notes may accelerate the maturity of all the 1997 Notes as
provided in the 1997 Indenture.

8 1/2% SENIOR SUBORDINATED NOTES DUE 2008

Pursuant to a Registration Statement on Form S-1 filed with the Commission
on February 27, 1998 (as amended, the "Notes Registration Statement"), L-3
Communications is concurrently offering $180.0 million in aggregate principal
amount of 8 1/2% Senior Subordinated Notes due 2008 (the "Notes"). The Notes
will be subject to the terms and conditions of an Indenture (the "Indenture",
and, together with the 1997 Indenture, the "Indentures") to be dated as of May
22, 1998, between L-3 Communications and The Bank of New York, as trustee, a
form of which was filed as an exhibit to the Notes Registration Statement. The
Notes will be subject to all of the terms and conditions of the Indenture. The
following summary of the material provisions of the Indenture does not purport
to be complete, and is subject to, and qualified in its entirety by reference
to, all of the provisions of the Indenture and those terms made a part of the
Indenture by the Trust Indenture Act of 1939, as amended. All terms defined in
the Indenture and not otherwise defined herein are used below with the meanings
set forth in the Indenture.

General. The Notes will mature on May 15, 2008 and bear interest at 8 1/2%
per annum, payable semi-annually on May 15 and November 15 of each year. The
Notes are general unsecured obligations of L-3 Communications and are
subordinated in right of payment to all existing and future Senior Debt of L-3
Communications and will rank pari passu with the 1997 Notes. The Notes will be
unconditionally guaranteed, on an unsecured senior subordinated basis, jointly
and severally, by all of L-3 Communications' future Restricted Subsidiaries
other than Foreign Subsidiaries.

Optional Redemption. The Notes will be subject to redemption at any time,
at the option of L-3 Communications, in whole or in part, on or after May 15,
2003 at redemption prices (plus accrued and

73
<PAGE>

unpaid interest) starting at 104.250% of principal (plus accrued and unpaid
interest) during the 12-month period beginning May 15, 2003 and declining
annually to 100% of principal (plus accrued and unpaid interest) on May 15,
2006 and thereafter.

In addition, prior to May 15, 2001, L-3 Communications may redeem up to
35% of the aggregate principal amount of Notes with the net proceeds of one or
more Equity Offerings, to the extent such proceeds are contributed (within 120
days of any such offering) to L-3 Communications as common equity, at a price
equal to 108.500% of the principal (plus accrued and unpaid interest) provided
that at least 65% of the original aggregate principal amount of the Notes
remains outstanding thereafter.

Change of Control. Upon the occurrence of a Change of Control, each holder
of the Notes may require L-3 Communications to repurchase all or a portion of
such holder's Notes at a purchase price equal to 101% of the principal amount
thereof (plus accrued and unpaid interest). Generally, a Change of Control,
means the occurrence of any of the following: (i) the disposition of all or
substantially all of L-3 Communications' assets to any person, (ii) the
adoption of a plan relating to the liquidation or dissolution of L-3
Communications, (iii) the consummation of any transaction in which a person
other than the Principals and their Related Parties becomes the beneficial
owner of more than 50% of the voting stock of L-3 Communications, or (iv) the
first day on which a majority of the members of the Board of Directors of L-3
Communications are not Continuing Directors.

Subordination. The Notes will be general unsecured obligations of L-3
Communications and will be subordinate to all existing and future Senior Debt
of L-3 Communications. The Notes will rank senior in right of payment to all
subordinated Indebtedness of L-3 Communications. Any Subsidiary Guarantees
would be general unsecured obligations of the Guarantors and are subordinated
to the Senior Debt and to the guarantees of Senior Debt of such Guarantors. The
Subsidiary Guarantees rank senior in right of payment to all subordinated
Indebtedness of the Guarantors.

Certain Covenants. The Indenture will contain a number of covenants
restricting the operations of L-3 Communications, which, among other things,
limit the ability of L-3 Communications to incur additional Indebtedness, pay
dividends or make distributions, sell assets, issue subsidiary stock, restrict
distributions from Subsidiaries, create certain liens, enter into certain
consolidations or mergers and enter into certain transactions with affiliates.

Events of Default. Events of Default under the Indenture will include the
following: (i) a default for 30 days in the payment when due of interest on the
Notes; (ii) default in payment when due of the principal of or premium, if any,
on the Notes; (iii) failure by L-3 Communications to comply with certain
provisions of the Indenture (subject, in some but not all cases, to notice and
cure periods); (iv) default under Indebtedness for money borrowed by L-3
Communications or any of its Restricted Subsidiaries in excess of $10.0
million; (v) failure by L-3 Communications or any Restricted Subsidiary that
would be a Significant Subsidiary to pay final judgments aggregating in excess
of $10.0 million, which judgments are not paid, discharged or stayed for a
period of 60 days; (vi) except as permitted by the Indenture, any Subsidiary
Guarantee shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
disaffirm its obligations under its Subsidiary Guarantee; or (vii) certain
events of bankruptcy or insolvency with respect to L-3 Communications or any of
its Restricted Subsidiaries.

Upon the occurrence of an Event of Default, with certain exceptions, the
Trustee or the holders of at least 25% in principal amount of the then
outstanding Notes may accelerate the maturity of all the Notes as provided in
the Indenture.

74
<PAGE>

DESCRIPTION OF CAPITAL STOCK

GENERAL

As of the date of this Prospectus, the Amended and Restated Certificate of
Incorporation of Holdings authorizes 25,000,000 shares of Class A Common Stock,
par value $0.01 per share, 3,000,000 shares of Class B Common Stock, par value
$0.01 per share, and 3,000,000 shares of Class C Common Stock, par value $0.01
per share. Immediately prior to the consummation of the Common Stock Offering,
Holdings intends to amend its Certificate of Incorporation to convert the
different classes of common stock into one class, the Common Stock, with each
outstanding share of Class A and Class B Common Stock being converted into one
share of Common Stock, and to increase the authorized shares to 100,000,000
shares of Common Stock. Unless the context otherwise requires, this Prospectus
assumes the completion of such conversion of Class A and Class B Common Stock
into the Common Stock. As of March 31, 1998, the outstanding capital stock of
Holdings consisted of 20,457,142 shares of Common Stock held by 26 stockholders
of record. The following summaries of certain provisions of the Common Stock do
not purport to be complete and are subject to, and qualified in their entirety
by, the provisions of the Amended and Restated Certificate of Incorporation and
Bylaws of Holdings, which are included as exhibits to the Registration
Statement of which this Prospectus forms a part, and by applicable law.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders of Holdings, and do not have cumulative
voting rights. The holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose, subject to
preferences that may be applicable to any outstanding preferred stock and any
other provisions of Holdings' Certificate of Incorporation. Holdings does not,
however, anticipate paying any cash dividends in the foreseeable future.
Holders of Common Stock have no preemptive or other rights to subscribe for
additional shares. No shares of Common Stock are subject to redemption or a
sinking fund. In the event of any liquidation, dissolution or winding up of
Holdings, after payment of the debts and other liabilities of Holdings, and
subject to the rights of holders of shares of preferred stock, holders of
Common Stock are entitled to share pro rata in any distribution to the
stockholders. All of the outstanding shares of Common Stock are, and the shares
offered hereby will be, fully paid and nonassessable. See "Risk Factors --
Ownership of Holdings and L-3 Communications", "Dividend Policy", "Dilution"
and "Shares Eligible for Future Sale".

PREFERRED STOCK

The Board of Directors is authorized, without further vote or action by
holders of Common Stock, to issue 25,000,000 shares of Preferred Stock in one
or more series and to designate the rights, preferences, limitations,
restrictions of and upon shares of each series, including voting, redemption
and conversion rights. The Board of Directors may also designate dividend
rights and preferences in liquidation. It is not possible to state the effect
of the authorization and issuance of any series of Preferred Stock upon the
rights of the holders of Common Stock until the Board of Directors determines
the specific terms, rights and preferences of such a series of Preferred Stock.
However, such effects might include, among other things, restricting dividends
on the Common Stock, diluting the voting power of the Common Stock or impairing
the liquidation rights of such shares without further action by holders of
Common Stock. In addition, under certain circumstances, the issuance of
Preferred Stock may render more difficult or tend to discourage a merger,
tender offer or proxy contest, the assumption of control by a holder of a large
block of Holdings' securities or the removal of incumbent management, which
could thereby depress the market price of Holdings' Common Stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is a Delaware corporation subject to Section 203 of the DGCL
("Section 203"). Section 203 provides in general that a stockholder acquiring
more than 15% of the outstanding voting stock of a corporation subject to
Section 203 (an "Interested Stockholder") but less than 85% of such stock may
not engage in certain Business Combinations (as defined in Section 203) with
the corporation for a period of three years subsequent to the date on which the
stockholder became an Interested

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<PAGE>

Stockholder unless (i) prior to such date the corporation's board of directors
approved either the Business Combination or the transaction in which the
stockholder became an Interested Stockholder or (ii) the Business Combination
is approved by the corporation's board of directors and authorized by a vote of
at least 66 2/3% of the outstanding voting stock of the corporation not owned
by the Interested Stockholder. A "Business Combination" includes mergers, asset
sales and other transactions resulting in financial benefit to a stockholder.
Section 203 could prohibit or delay mergers or other takeover or change of
control attempts with respect to the Company and, accordingly, may discourage
attempts that might result in a premium over the market price for the shares
held by stockholders.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is First Chicago
Trust Company of New York.

SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Prior to completion of the Common Stock Offering, there has been no public
market for the Common Stock. Sales of substantial amounts of Common Stock in
the public market, or the perception that such sales may occur, could adversely
affect the market price of the Common Stock.

Upon the consummation of the Common Stock Offering, Holdings will have
26,457,142 shares of Common Stock issued and outstanding. All of the 6,000,000
shares of Common Stock to be sold in the Common Stock Offering (and any shares
sold upon exercise of the U.S. Underwriters' over-allotment option) will be
freely tradable without restrictions or further registration under the
Securities Act, except for any shares purchased by an "affiliate" of Holdings
(as that term is defined in Rule 144 under the Securities Act ("Rule 144")),
which will be subject to the resale limitations of Rule 144. The remaining
shares of Common Stock outstanding are "restricted securities" as that term is
defined in Rule 144 and are also subject to certain restrictions on
disposition. Restricted securities may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rule 144
or Rule 701 under the Securities Act. Sales of restricted securities in the
public market, or the availability of such shares for sale, could have an
adverse effect on the price of the Common Stock. See "Risk Factors -- Absence
of Public Market; Possible Volatility of Stock Price", "Risk Factors --
Substantial and Immediate Dilution", "Risk Factors -- Shares Eligible for
Future Sale" and "Dilution".

RULE 144

In general, under Rule 144, as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares
of Common Stock for at least one year, including a person who may be deemed an
"affiliate" of Holdings, is entitled to sell, within any three-month period, a
number of shares that does not exceed the greater of 1% of the total number of
shares of the class of stock sold or the average weekly reported trading volume
of the class of stock being sold during the four calendar weeks preceding such
sale. A person who is not deemed an "affiliate" of Holdings at any time during
the three months preceding a sale and who has beneficially owned shares for at
least two years is entitled to sell such shares under Rule 144 without regard
to the volume limitations described above. As defined in Rule 144, an
"affiliate" of an issuer is a person that directly or indirectly through the
use of one or more intermediaries controls, is controlled by, or is under
common control with, such issuer. The foregoing summary of Rule 144 is not
intended to be a complete description thereof.

All executive officers and directors and the existing stockholders of
Holdings who, after the Common Stock Offering, will hold in the aggregate
20,457,142 shares of Common Stock have agreed, pursuant to lock-up agreements,
that they will not, without the prior written consent of Lehman Brothers Inc.,
offer, sell, contract to sell or otherwise dispose of any shares of Common
Stock or securities exercisable or exchangeable for Common Stock or enter into
any derivative transaction with similar effect as a sale of Common Stock for a
period of 180 days after the date of this Prospectus. The restrictions
described in this paragraph do not apply to (i) the sale of Common Stock to the
Underwriters, (ii) the issuance by Holdings of shares of Common Stock upon the
exercise of an option or a warrant or the conversion of a security outstanding
on the date of this Prospectus or (iii) transactions by any person other than
Holdings relating to shares of Common Stock or other securities acquired in
open market transactions after the completion of the offering of the Common
Stock.

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<PAGE>

The Company intends to file registration statements under the Securities
Act to register all shares of Common Stock issuable pursuant to the 1997 Stock
Option Plan. Subject to the completion of the 180-day period described above,
shares of Common Stock issued under, or issued upon the exercise of awards
issued under such plans and after the effective date of such registration
statements, generally will be eligible for sale in the public market. See
"Management -- Executive Compensation".

REGISTRATION RIGHTS

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<PAGE>

UNITED STATES FEDERAL TAX CONSIDERATIONS

Based on the advice of Simpson Thacher & Bartlett, the following summary
accurately describes the material United States federal income and estate tax
consequences that may be relevant to the purchase, ownership and disposition of
Common Stock by a Non-U.S. Holder. For this purpose, a "Non-U.S. Holder" is any
person who is, for United States federal income tax purposes, a foreign
corporation, a non-resident alien individual, a foreign partnership or a
foreign estate or trust. This discussion does not address all aspects of United
States federal income and estate taxes and does not deal with foreign, state
and local consequences that may be relevant to such Non-U.S. Holders in light
of their personal circumstances. Furthermore, this discussion is based on
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
existing and proposed regulations promulgated thereunder and administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change. EACH PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO
CONSULT A TAX ADVISOR WITH RESPECT TO CURRENT AND POSSIBLE FUTURE TAX
CONSEQUENCES OF ACQUIRING, HOLDING AND DISPOSING OF COMMON STOCK AS WELL AS ANY
TAX CONSEQUENCES THAT MAY ARISE UNDER THE LAWS OF ANY U.S. STATE, MUNICIPALITY
OR OTHER TAXING JURISDICTION.

DIVIDENDS

Dividends paid to a Non-U.S. Holder of Common Stock generally will be
subject to withholding of United States federal income tax at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty.
However, dividends that are effectively connected with the conduct of a trade
or business by the Non-U.S. Holder within the United States and, where a tax
treaty applies, are attributable to a United States permanent establishment of
the Non-U.S. Holder, are not subject to the withholding tax, but instead are
subject to United States federal income tax on a net income basis at applicable
graduated individual or corporate rates. Certain certification and disclosure
requirements must be complied with in order to be exempt from withholding under
such effectively connected income exemption. Any such effectively connected
dividends received by a foreign corporation may, under certain circumstances,
be subject to an additional "branch profits tax" at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty.

Under current law, dividends paid to an address outside the United States
are presumed to be paid to a resident of such country (unless the payer has
knowledge to the contrary) for purposes of the withholding tax discussed above
and, under the current interpretation of United States Treasury regulations,
for purposes of determining the applicability of a tax treaty rate. Under
recently finalized United States Treasury regulations (the "Final
Regulations"), a Non-U.S. Holder of Common Stock who wishes to claim the
benefit of an applicable treaty rate (and avoid back-up withholding as
discussed below) for dividends paid after December 31, 1999, will be required
to satisfy applicable certification and other requirements.

A Non-U.S. Holder of Common Stock eligible for a reduced rate of United
States withholding tax pursuant to an income tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service (the "IRS").

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to United States federal
income tax with respect to gain recognized on a sale or other disposition of
Common Stock unless (i) the gain is effectively connected with a trade or
business of the Non-U.S. Holder in the United States, and, where a tax treaty
applies, is attributable to a United States permanent establishment of the
Non-U.S. Holder, (ii) in the case of a Non-U.S. Holder who is an individual and
holds the Common Stock as a capital asset, such holder is present in the United
States for 183 or more days in the taxable year of the sale or other
disposition and certain other conditions are met, or (iii) the Company is or
has been a "U.S. real property holding corporation" for United States federal
income tax purposes.

An individual Non-U.S. Holder described in clause (i) above will be
subject to tax on the net gain derived from the sale under regular graduated
United States federal income tax rates. An individual Non-U.S. Holder described
in clause (ii) above will be subject to a flat 30% tax on the gain derived from
the sale, which may be offset by United States source capital losses (even
though the individual is not considered a resident of the United States). If a
Non-U.S. Holder that is a foreign corporation falls under

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<PAGE>

clause (i) above, it will be subject to tax on its gain under regular graduated
United States federal income tax rates and, in addition, may be subject to the
branch profits tax equal to 30% of its effectively connected earnings and
profits within the meaning of the Code for the taxable year, as adjusted for
certain items, unless it qualifies for a lower rate under an applicable income
tax treaty. The Company is not and does not anticipate becoming a "U.S. real
property holding corporation" for United States federal income tax purposes.

FEDERAL ESTATE TAX

Common Stock held by an individual Non-U.S. Holder at the time of death
will be included in such holder's gross estate for United States federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Company must report annually to the IRS and to each Non-U.S. Holder
the amount of dividends paid to such holder and the tax withheld with respect
to such dividends, regardless of whether withholding was required. Copies of
the information returns reporting such dividends and withholding may also be
made available to the tax authorities in the country in which the Non-U.S.
Holder resides under the provisions of an applicable income tax treaty.

Under current law, backup withholding at the rate of 31% generally will
not apply to dividends paid to a Non-U.S. Holder at an address outside the
United States (unless the payer has knowledge that the payee is a U.S. person).
Under the Final Regulations, however, a Non-U.S. Holder will be subject to
back-up withholding unless applicable certification requirements are met.

Payment of the proceeds of a sale of Common Stock by or through a United
States office of a broker is subject to both backup withholding and information
reporting unless the beneficial owner certifies under penalties of perjury that
it is a Non-U.S. Holder or otherwise establishes an exemption. In general,
backup withholding and information reporting will not apply to a payment of the
proceeds of a sale of Common Stock by or through a foreign office of a broker.
If, however, such broker is, for United States federal income tax purposes a
U.S. person, a controlled foreign corporation, or a foreign person that derives
50% or more of its gross income for a certain period from the conduct of a
trade or business in the United States or for taxable years beginning after
December 31, 1999, a foreign partnership, in which one or more U.S. persons, in
the aggregate, own more than 50% of the income or capital interests in the
partnership or which is engaged in a trade or business in the United States,
such payments will be subject to information reporting, but not backup
withholding, unless (i) such broker has documentary evidence in its records
that the beneficial owner is a Non-U.S. Holder and certain other conditions are
met, or (ii) the beneficial owner otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as
a refund or a credit against such holder's U.S. federal income tax liability
provided the required information is furnished to the IRS.

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<PAGE>

UNDERWRITING

Under the terms of, and subject to the conditions contained in, the U.S.
Underwriting Agreement, the form of which is filed as an Exhibit to the
Registration Statement, the underwriters named below (the "U.S. Underwriters"),
for whom Lehman Brothers Inc., Bear, Stearns & Co. Inc., Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated and C.E. Unterberg,
Towbin are acting as representatives (the "U.S. Representatives"), have
severally agreed, subject to the terms and conditions of the U.S. Underwriting
Agreement, to purchase from Holdings, and Holdings has agreed to sell to each
U.S. Underwriter, the aggregate number of shares of Common Stock set forth
opposite the name of each such U.S. Underwriter below:

<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITERS SHARES
- ------------------------------------------------------------- ------------
<S> <C>
Lehman Brothers Inc. ........................................ 828,500
Bear, Stearns & Co. Inc. .................................... 828,500
Credit Suisse First Boston Corporation ...................... 828,500
Morgan Stanley & Co. Incorporated ........................... 828,500
C.E. Unterberg, Towbin ...................................... 175,000
CIBC Oppenheimer Corp. ...................................... 109,000
Donaldson, Lufkin & Jenrette Securities Corporation ......... 109,000
A.G. Edwards & Sons, Inc. ................................... 109,000
Goldman, Sachs & Co. ........................................ 109,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated .......... 109,000
PaineWebber Incorporated .................................... 109,000
SBC Warburg Dillon Read Inc. ................................ 109,000
Smith Barney Inc. ........................................... 109,000
Societe Generale Securities Corp. ........................... 109,000
Cowen & Company ............................................. 55,000
Fahnestock & Co. Inc. ....................................... 55,000
Edward D. Jones & Co., L.P. ................................. 55,000
C.L. King & Associates, Inc. ................................ 55,000
Raymond James & Associates, Inc. ............................ 55,000
Sands Brothers & Co. Ltd. ................................... 55,000
-------
Total ..................................................... 4,800,000
=========

</TABLE>

Under the terms of, and subject to the conditions contained in, the
International Underwriting Agreement, the form of which is filed as an Exhibit
to the Registration Statement, the managers named below of the concurrent
offering of the shares of Common Stock outside the U.S. and Canada (the
"International Managers"), for whom Lehman Brothers International (Europe),
Bear, Stearns International Limited, Credit Suisse First Boston (Europe)
Limited, Morgan Stanley & Co. International Limited and C.E. Unterberg, Towbin
are acting as lead managers (the "Lead Managers" and, together with the U.S.
Representatives, the "Representatives"), have severally agreed, subject to the
terms and conditions of the International Underwriting Agreement, to purchase
from Holdings, and Holdings has agreed to sell to each International Manager,
the aggregate number of shares of Common Stock set forth opposite the name of
each International Manager below:

<TABLE>
<CAPTION>
NUMBER OF
INTERNATIONAL MANAGERS SHARES
- ----------------------------------------------------- ------------
<S> <C>
Lehman Brothers International (Europe) .............. 285,000
Bear, Stearns International Limited ................. 285,000
Credit Suisse First Boston (Europe) Limited ......... 285,000
Morgan Stanley & Co. International Limited .......... 285,000
C.E. Unterberg, Towbin .............................. 60,000
---------
Total ............................................. 1,200,000
=========
</TABLE>

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<PAGE>

The U.S. Underwriting Agreement and the International Underwriting
Agreement (collectively, the "Underwriting Agreements") provide that the
obligations of the U.S. Underwriters and the International Managers to purchase
shares of Common Stock are subject to certain conditions, and that if any of
the foregoing shares of Common Stock are purchased by the U.S. Underwriters
pursuant to the U.S. Underwriting Agreement or by the International Managers
pursuant to the International Underwriting Agreement, then all the shares of
Common Stock agreed to be purchased by the U.S. Underwriters and the
International Managers, as the case may be, pursuant to their respective
Underwriting Agreements, must be so purchased. The offering price and
underwriting discounts and commissions per share for the U.S. Offering and the
International Offering are identical. The closing of the U.S. Offering is a
condition to the closing of the International Offering and the closing of the
International Offering is a condition to the closing of the U.S. Offering.

Holdings has been advised by the Representatives that the U.S.
Underwriters and the International Managers propose to offer the shares of
Common Stock directly to the public at the public offering price set forth on
the cover page of this Prospectus, and to certain selected dealers (who may
include the U.S. Underwriters and the International Managers) at such public
offering price less a selling concession not in excess of $0.92 per share. The
selected dealers may reallow a concession not in excess of $0.10 per share to
certain brokers and dealers. After the Common Stock Offering, the public
offering price, the concession to selected dealers and the reallowance may be
changed by the U.S. Underwriters and the International Managers.

Holdings has agreed to indemnify, under certain circumstances, the U.S.
Underwriters and the International Managers against certain liabilities,
including liabilities under the Securities Act, and to contribute, under
certain circumstances, to payments that the U.S. Underwriters and the
International Managers may be required to make in respect thereof.

Holdings has granted to the U.S. Underwriters options to purchase up to an
aggregate of 900,000 additional shares of Common Stock, exercisable solely to
cover over-allotments, at the public offering price less the underwriting
discounts and commissions shown on the cover page of this Prospectus. Such
options may be exercised at any time until 30 days after the date of the U.S.
Underwriting Agreement. To the extent that the over-allotment option is
exercised, each U.S. Underwriter or International Manager, as the case may be,
will be committed, subject to certain conditions, to purchase a number of
additional shares of Common Stock proportionate to such U.S. Underwriter's or
International Manager's initial commitment as indicated in the preceding
tables.

Prior to the Common Stock Offering, there has been no public market for
the shares of Common Stock. The initial public offering price was negotiated
between Holdings and the Representatives. Among the factors considered in
determining the initial public offering price of the shares of Common Stock, in
addition to prevailing market conditions, were the Company's historical
performance and capital structure, estimates of business potential and earning
prospects of the Company, an overall assessment of the Company, an assessment
of the Company's management and the consideration of the above factors in
relation to market valuation of companies in related businesses.

The U.S. Underwriters and the International Managers have entered into an
Agreement Between U.S. Underwriters and International Managers pursuant to
which each U.S. Underwriter has agreed that, as part of the distribution of the
shares of Common Stock offered in the U.S. Offering, (i) it is not purchasing
any such shares for the account of anyone other than a U.S. Person (as defined
below), and (ii) it has not offered or sold, will not offer, sell, resell or
deliver, directly or indirectly, any such shares or distribute any prospectus
relating to the U.S. Offering to anyone other than a U.S. Person. In addition,
pursuant to such Agreement, each International Manager has agreed that, as part
of the distribution of the shares of Common Stock offered in the International
Offering, (i) it is not purchasing any such shares for the account of a U.S.
Person, and (ii) it has not offered or sold, and will not offer, sell, resell
or deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to the International Offering to any U.S. Person.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between U.S. Underwriters and International Managers, including (i)
certain purchases and sales between U.S. Underwriters and the International
Managers, (ii) certain offers, sales, resales, deliveries or distributions to
or through investment advisors or other persons exercising investment
discretion, (iii) purchases, offers or sales by a

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<PAGE>

U.S. Underwriter who is also acting as an International Manager or by an
International Manager who is also acting as a U.S. Underwriter and (iv) other
transactions specifically approved by the U.S. Representatives and the Lead
Managers. As used herein, the term "U.S. Person" means any resident or national
of the United States or Canada and its provinces, any corporation, partnership
or other entity created or organized in or under the laws of the United States
or Canada and its provinces, or any estate or trust the income of which is
subject to United States or Canadian federal income taxation regardless of the
source, and the term "United States" means the United States of America
(including the District of Columbia) and its territories, its possessions and
other areas subject to its jurisdiction.

Pursuant to the Agreement Between the U.S. Underwriters and the
International Managers, sales may be made between the U.S. Underwriters and the
International Managers of such a number of shares of Common Stock as may be
mutually agreed. The price of any shares so sold shall be the public offering
price as then in effect for the shares of Common Stock being sold by the U.S.
Underwriters and the International Managers less an amount equal to the selling
concession allocable to such shares of Common Stock, unless otherwise
determined by mutual agreement. To the extent that there are sales between the
U.S. Underwriters and the International Managers pursuant to the Agreement
Between the U.S. Underwriters and the International Managers the number of
shares of Common Stock available for sale by the U.S. Underwriters or by the
International Managers may be more or less than the amount specified on the
cover page of the Prospectus.

Until the distribution of the Common Stock is completed, rules of the
Commission may limit the ability of the U.S. Underwriters and certain selling
group members to bid for and purchase shares of Common Stock. As an exception
to these rules, the Representatives are permitted to engage in certain
transactions that stabilize the price of the Common Stock. Such transactions
may consist of bids or purchases for the purpose of pegging, fixing or
maintaining the price of the Common Stock.

If the U.S. Underwriters create a short position in the Common Stock in
connection with the Common Stock Offering (i.e., if they sell more shares of
Common Stock than are set forth on the cover page of this Prospectus), the U.S.
Representatives may reduce that short position by purchasing Common Stock in
the open market. The U.S. Representatives also may elect to reduce any short
position by exercising all or part of the over-allotment options described
herein.

The U.S. Representatives may also impose a penalty bid on certain U.S.
Underwriters and selling group members. This means that, if the U.S.
Representatives purchase shares of Common Stock in the open market to reduce
the U.S. Underwriters' short position or to stabilize the price of the Common
Stock, they may reclaim the amount of the selling concession from the U.S.
Underwriters and selling group members who sold those shares as part of the
Common Stock Offering.

In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases. The
imposition of a penalty bid might have an effect on the price of a security to
the extent that it were to discourage resales of the security by purchasers in
the Common Stock Offering.

Neither the Company nor any of the U.S. Underwriters makes any
representation or prediction as to the direction or magnitude of any effect
that the transactions described above may have on the price of the Common
Stock. In addition, neither the Company nor any of the U.S. Underwriters makes
any representation that the U.S. Representatives will engage in such
transactions or that such transactions, once commenced, will not be
discontinued without notice.

Each International Manager has represented and agreed that (i) it has not
offered or sold and, prior to the date six months after the date of issue of
the shares of Common Stock, will not offer or sell any shares of Common Stock
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995, (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect to
anything done by it in relation to the shares of Common Stock in, from or
otherwise involving the United Kingdom, and (iii) it has only issued or passed
on, and will only issue

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<PAGE>

or pass on to any person in the United Kingdom any document received by it in
connection with the issue of the shares of Common Stock if that person is of a
kind described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996 or is a person to whom such document
may otherwise be issued or passed upon.

The Common Stock has been approved for listing, subject to notice of
issuance, on the NYSE under the symbol LLL.

Holdings, all executive officer and director of Holdings and existing
stockholders of Holdings have agreed that they will not, subject to certain
limited exceptions, for a period of 180 days from the date of this Prospectus,
directly or indirectly, offer, sell or otherwise dispose of any shares of
Common Stock or any securities convertible into or exchangeable or exercisable
for any such shares of Common Stock or enter into any derivative transaction
with similar effect as a sale of Common Stock, without the prior written
consent of Lehman Brothers Inc. The restrictions described in this paragraph do
not apply to (i) the sale of Common Stock to the Underwriters, (ii) the
issuance by Holdings of shares of Common Stock upon the exercise of an option
or a warrant or the conversion of a security outstanding on the date of this
Prospectus or (iii) transactions by any person other than Holdings relating to
shares of Common Stock or other securities acquired in open market transactions
after the completion of the Common Stock Offering.

At the request of Holdings, the Underwriters have reserved for sale, at
the initial offering price, up to 625,000 shares of Common Stock offered hereby
for directors, officers, employees, business associates, and related persons of
the Company. The number of shares of Common Stock available for sale to the
general public will be reduced to the extent such persons purchase such
reserved shares. Any reserved shares which are not so purchased will be offered
by the Underwriters to the general public on the same basis as the other shares
offered hereby.

Any offer of the shares of Common Stock in Canada will be made only
pursuant to an exemption from the prospectus filing requirement and an
exemption from the dealer registration requirement (where such an exemption is
not available, offers shall be made only by a registered dealer) in the
relevant Canadian jurisdiction where such offer is made.

Purchasers of the shares of Common Stock offered hereby may be required to
pay stamp taxes and other charges in accordance with the laws and practices of
the country of purchase, in addition to the offering price set forth on the
cover hereof.

The U.S. Underwriters and the International Managers have informed
Holdings that they do not intend to sell to, and therefore will not confirm the
sales of shares of Common Stock offered hereby to any accounts over which they
exercise discretionary authority without prior written approval of the
customer.

Lehman Brothers Inc. has provided investment banking, financial advisor
and other services to the Company, for which services Lehman Brothers Inc. has
received fees. In addition, Lehman Brothers Inc. is acting as lead underwriter
for the concurrent Notes Offering, and Lehman Brothers Commercial Paper Inc.,
an affiliate of Lehman Brothers Inc., is the Arranger and Syndication Agent
under the Senior Credit Facilities, a substantial portion of which will be
refinanced with net proceeds of the Offerings. Lehman Brothers Commercial Paper
Inc. will receive a portion of the net proceeds of the Offerings in repayment
of indebtedness outstanding under the Senior Credit Facilities. After the
completion of the Common Stock Offering and assuming that the Underwriters'
over-allotment option is exercised, the Lehman Partnership will beneficially
own 36.6% of the outstanding capital stock of Holdings and will be able to
significantly influence the business and the affairs of the Company with
respect to matters requiring stockholder approval. See "Management -- Directors
and Executive Officer" and "Ownership of Capital Stock".

Under Rule 2720 ("Rule 2720") of the Conduct Rules of the National
Association of Securities Dealers, Inc. ("NASD"), the Company is considered an
affiliate of Lehman Brothers Inc. This Common Stock Offering is being conducted
in accordance with Rule 2720, which provides that, among other things, when an
NASD member participates in the underwriting of an affiliate's equity
securities, the public offering price per share can be no higher than that
recommended by a "qualified independent underwriter" meeting certain standards
("QIU"). In accordance with this requirement, C.E. Unterberg,

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<PAGE>

Towbin has assumed the responsibilities of acting as QIU and will recommend a
public offering price for the Common Stock in compliance with the requirements
of Rule 2720. In connection with the Common Stock Offering, C.E. Unterberg,
Towbin is performing due diligence investigations and reviewing and
participating in the preparation of this Prospectus and the Registration
Statement of which this Prospectus forms a part. C.E. Unterberg, Towbin will
receive no compensation for its services as QIU.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for
the Company by Simpson Thacher & Bartlett, New York, New York and for the
Underwriters by Latham & Watkins, New York, New York.

EXPERTS

The (i) consolidated balance sheet of the Company as of December 31, 1997
and the related consolidated statements of operations, changes in shareholders'
equity and cash flows for the nine months then ended, (ii) combined statements
of operations, changes in invested equity and cash flows of the Predecessor
Company for the three months ended March 31, 1997, (iii) combined balance sheet
of the Predecessor Company as of December 31, 1996 and the related combined
statements of operations, changes in invested equity and cash flows for the
year then ended, (iv) combined statement of operations and cash flows of the
Loral Acquired Businesses for the three months ended March 31, 1996 and for the
year ended December 31, 1995 and (v) the combined balance sheet of AlliedSignal
Ocean Systems (a wholly-owned operation of AlliedSignal, Inc.) and the related
combined statements of operations, cash flows and equity for the year then
ended, included in this Prospectus, have been included herein in reliance on
the reports of Coopers & Lybrand L.L.P., independent auditors, given on the
authority of that firm as experts in accounting and auditing. The report on the
combined financial statements of the Predecessor Company for the year ended
December 31, 1996 indicates that Coopers & Lybrand L.L.P.'s opinion, insofar as
it relates to the financial statements of the Lockheed Martin Communications
Systems Division included in such combined financial statements, is based
solely on the report of other auditors.

The combined financial statements of Lockheed Martin Communications
Systems Division as of and for the years ended December 31, 1996 (not presented
separately herein) and 1995, and the financial statements of the Satellite
Transmission Systems Division of California Microwave, Inc. as of June 30, 1997
and 1996 and for each of the three years in the period ended June 30, 1997,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
appearing elsewhere herein, and are included in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of ILEX Systems, Inc. as of December
31, 1997, and for the year then ended have been included in this Prospectus and
the Registration Statement in reliance upon the report of KPMG Peat Marwick
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

84
<PAGE>

INDEX TO FINANCIAL STATEMENTS

L-3 COMMUNICATIONS HOLDINGS, INC.
(AND THE PREDECESSOR COMPANY)

<TABLE>
<S> <C>
Condensed Consolidated (Combined) Financial Statements as of March 31, 1998
(Unaudited) and December 31, 1997 and for the three months ended March 31, 1998
(Unaudited) and 1997 ............................................................... F-3
Condensed Consolidated Balance Sheets as of March 31, 1998 (Unaudited) and
December 31, 1997 ............................................................... F-4
Condensed Consolidated (Combined) Statements of Operations for the three months
ended March 31, 1998 (Unaudited) and 1997 ....................................... F-5
Condensed Consolidated (Combined) Statements of Cash Flows for the three months
ended March 31, 1998 (Unaudited) and 1997 ....................................... F-6
Notes to Unaudited Condensed Consolidated (Combined) Financial Statements ........ F-7
Consolidated (Combined) Financial Statements as of December 31, 1997 and 1996 and for
the nine months ended December 31, 1997, the three months ended March 31, 1997, and
the years ended December 31, 1996 and 1995 ......................................... F-12
Report of Coopers & Lybrand L.L.P. ............................................... F-13
Report of Ernst & Young LLP on the financial statements of Lockheed Martin
Communications Systems Division as of December 31, 1996 and for the two years
ended December 31, 1996 ......................................................... F-14
Consolidated (Combined) Balance Sheets as of December 31, 1997 and
December 31, 1996 ............................................................... F-15
Consolidated (Combined) Statements of Operations for the nine months ended
December 31, 1997, for the three months ended March 31, 1997 and for the years
ended December 31, 1996 and 1995 ................................................ F-16
Consolidated (Combined) Statements of Changes in Shareholders' Equity and Invested
Equity for the nine months ended December 31, 1997, for three months ended
March 31, 1997 and for the years ended December 31, 1996 and 1995 ............... F-17
Consolidated (Combined) Statements of Cash Flows for the nine months ended
December 31, 1997, for the three months ended March 31, 1997 and for the years
ended December 31, 1996 and 1995 ............................................... F-18
Notes to Consolidated (Combined) Financial Statements ............................ F-19
LORAL ACQUIRED BUSINESSES
Combined Financial Statements for the three months ended March 31, 1996 and the year
ended December 31, 1995 ............................................................ F-39
Report of Coopers & Lybrand L.L.P. ............................................... F-40
Combined Statements of Operations for three months ended March 31, 1996 and the
year ended December 31, 1995 .................................................... F-41
Combined Statements of Cash Flows for three months ended March 31, 1996 and the
year ended December 31, 1995 .................................................... F-42
Notes to Combined Financial Statements ........................................... F-43
SATELLITE TRANSMISSION SYSTEMS DIVISION OF CALIFORNIA MICROWAVE, INC.
Unaudited Condensed Financial Statements as of December 31, 1997 and for the
six months ended December 31, 1997 and 1996 ........................................ F-49
</TABLE>

F-1
<PAGE>

<S> <C>
Condensed Balance Sheet (Unaudited) as of December 31, 1997 ........................... F-50
Condensed Statements of Operations (Unaudited) for the six months ended
December 31, 1997 and 1996 ........................................................... F-51
Condensed Statements of Cash Flows (Unaudited) for the six months ended
December 31, 1997 and 1996 ........................................................... F-52
Notes to the Condensed Financial Statements ........................................... F-53
Financial Statements as of June 30, 1997 and 1996 and for the years ended June 30, 1997,
1996 and 1995 ........................................................................... F-56
Report of Ernst & Young LLP ........................................................... F-57
Balance Sheets as of June 30, 1997 and 1996 ........................................... F-58
Statements of Operations for the years ended June 30, 1997, 1996 and 1995 ............. F-59
Statements of Cash Flows for the years ended June 30, 1997, 1996 and 1995 ............. F-60
Notes to the Financial Statements ..................................................... F-61
ILEX SYSTEMS, INC. AND SUBSIDIARY
Consolidated Financial Statements as of December 31, 1997 and for the year ended
December 31, 1997 ....................................................................... F-67
Report of KPMG Peat Marwick LLP ....................................................... F-68
Consolidated Balance Sheet as of December 31, 1997 .................................... F-69
Consolidated Statement of Income for the year ended December 31, 1997 ................. F-70
Consolidated Statement of Shareholders' Equity for the year ended December 31, 1997 F-71
Consolidated Statement of Cash Flows for the year ended December 31, 1997 ............. F-72
Notes to the Consolidated Financial Statements ........................................ F-73
ALLIEDSIGNAL OCEAN SYSTEMS (A WHOLLY-OWNED OPERATION OF ALLIEDSIGNAL, INC.)
Combined Financial Statements as of December 31, 1997 and for the year ended
December 31, 1997 ....................................................................... F-77
Report of Coopers & Lybrand L.L.P. .................................................... F-78
Combined Balance Sheet as of December 31, 1997 ........................................ F-79
Combined Statement of Operations for the year ended December 31, 1997 ................. F-80
Combined Statement of Equity for the year ended December 31, 1997 ..................... F-81
Combined Statement of Cash Flows for the year ended December 31, 1997 ................. F-82
Notes to the Combined Financial Statements ............................................ F-83
</TABLE>

F-2
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.
(AND THE PREDECESSOR COMPANY)

CONDENSED CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS AS OF MARCH 31, 1998
(UNAUDITED) AND DECEMBER 31, 1997 AND FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED) AND 1997

F-3
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997
---------------- ------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 9,058 $ 77,474
Contracts in process ........................................... 287,584 167,202
Net assets held for sale ....................................... 1,868 6,653
Deferred income taxes .......................................... 12,079 13,298
Other current assets ........................................... 5,369 2,750
-------- --------
Total current assets ........................................ 315,958 267,377
-------- --------
Property, plant and equipment ................................... 124,059 95,034
Less, accumulated depreciation and amortization ................ 16,418 12,025
-------- --------
107,641 83,009
-------- --------
Intangibles, primarily cost in excess of net assets acquired, net
of amortization ................................................ 387,616 297,503
Deferred income taxes ........................................... 36,216 24,217
Other assets .................................................... 32,980 31,298
-------- --------
Total assets ................................................ $880,411 $703,404
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt .............................. $ 5,700 $ 5,000
Accounts payable, trade ........................................ 48,604 33,052
Accrued employment costs ....................................... 41,003 31,162
Customer advances .............................................. 56,707 15,989
Amounts in excess of costs incurred ............................ 29,098 18,469
Accrued interest ............................................... 10,526 4,419
Other current liabilities ...................................... 31,691 27,476
-------- --------
Total current liabilities ................................... 223,329 135,567
-------- --------
Pension and postretirement benefits ............................. 52,528 38,113
Other liabilities ............................................... 6,187 5,009
Revolving Credit Facility ....................................... 67,800 --
Long-term debt .................................................. 391,830 392,000
Commitments and contingencies
Common stock subject to repurchase agreement, $.01 par value,
authorized 3,000,000 shares, issued and outstanding 2,944,000
shares and 2,944,000 shares .................................... 19,048 19,048
Shareholders' equity
Class A Common Stock, $.01 par value; authorized 25,000,000
shares, issued and outstanding 17,513,142 shares and
17,056,000 shares ............................................ 176 171
Additional paid-in capital ..................................... 113,595 110,191
Retained earnings .............................................. 14,918 12,305
Deemed distribution ............................................ (9,000) (9,000)
-------- --------
Total shareholders' equity ...................................... 119,689 113,667
-------- --------
Total liabilities and shareholders' equity .................. $880,411 $703,404
======== ========
</TABLE>

See notes to unaudited condensed consolidated financial statements.

F-4
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED (COMBINED) STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
CONSOLIDATED COMBINED
---------------- ---------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- ---------------
(UNAUDITED)
<S> <C> <C>
Sales ..................................... $ 186,564 $158,873
Costs and expenses ........................ 172,471 150,937
----------- --------
Operating income .......................... 14,093 7,936
Interest income ........................... 796 --
Interest expense .......................... 10,605 8,441
----------- --------
Income (loss) before income taxes ......... 4,284 (505)
Income tax expense (benefit) .............. 1,671 (247)
----------- --------
Net income (loss) ......................... $ 2,613 $ (258)
=========== ========
Earnings per common share:
Basic .................................... $ 0.13
===========
Diluted .................................. $ 0.13
===========
Weighted average common shares outstanding:
Basic .................................... 20,152,381
===========
Diluted .................................. 20,803,576
===========
</TABLE>

See notes to unaudited condensed consolidated (combined) financial statements.

F-5
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONDENSED CONSOLIDATED (COMBINED) STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
CONSOLIDATED COMBINED
---------------- ---------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
---------------- ---------------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) .......................................... $ 2,613 $ (258)
Depreciation and amortization .............................. 7,490 7,790
Amortization of deferred debt issuance costs ............... 502 --
Deferred income taxes ...................................... 1,671 --
Changes in operating assets and liabilities, net of amounts
acquired:
Contracts in process ...................................... (21,349) (17,475)
Other current assets ...................................... (752) (481)
Other assets .............................................. (72) (765)
Accounts payable .......................................... 5,207 (207)
Accrued employment costs .................................. 2,285 (625)
Customer advances ......................................... (229) 1,146
Amounts in excess of costs incurred ....................... 3,363 (3,037)
Accrued interest .......................................... 6,104 --
Other current liabilities ................................. 134 (1,867)
Pension and postretirement benefits ....................... 2,956 --
Other liabilities ......................................... 1,159 (500)
---------- ---------
Net cash from (used in) operating activities ............... 11,082 (16,279)
---------- ---------
INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired ............ (151,428) --
Proceeds from assets held for sale ......................... 4,785 --
Capital expenditures ....................................... (2,273) (4,300)
Disposition of property, plant and equipment ............... 220 --
---------- ---------
Net cash (used in) investing activities .................... (148,696) (4,300)
---------- ---------
FINANCING ACTIVITIES:
Borrowings under revolving credit facility ................. 67,800 --
Proceeds from issuance of common stock ..................... 2,958 --
Debt issuance costs ........................................ (560) --
Payment of debt ............................................ (1,000) --
Advances from Lockheed Martin .............................. -- 20,579
---------- ---------
Net cash from financing activities ......................... 69,198 20,579
---------- ---------
Net change in cash ......................................... (68,416) --
Cash and cash equivalents, beginning of the period ......... 77,474 --
---------- ---------
Cash and cash equivalents, end of the period ............... $ 9,058 $ --
========== =========
</TABLE>

See notes to unaudited condensed consolidated (combined) financial statements.

F-6
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
(COMBINED) FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION

The accompanying condensed consolidated (combined) financial statements
include the assets, liabilities and results of operations of L-3 Communications
Holdings, Inc., the successor company ("Holdings" and, together with its
subsidiaries, "L-3" or the "Company") following the change in ownership (see
Note 2) effective as of April 1, 1997. Prior to April 1, 1997, the statements
comprise substantially all of the assets and certain liabilities of (i) nine
business units previously purchased by Lockheed Martin Corporation ("Lockheed
Martin") as part of its acquisition of Loral Corporation ("Loral") in April
1996 and (ii) one business unit, Communications Systems--East purchased by
Lockheed Martin as part of its acquisition of the aerospace business of GE in
April 1993 (collectively, the "Businesses" or the "Predecessor Company"). The
combined financial statements of the Predecessor Company reflect the
Businesses' results of operations and cash flows included in Lockheed Martin's
historical financial statements. Significant inter-company and inter-business
transactions and balances have been eliminated.

The accompanying unaudited condensed consolidated (combined) financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulations S-X of the Securities and Exchange
Commission ("SEC"); accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. All significant intercompany balances and transactions
have been eliminated. The combined statement of operations for the three months
ended March 31, 1997 has been derived from the audited financial statements of
the Predecessor Company for such period. In the opinion of management, all
adjustments (consisting of normal recurring accruals) 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. For further information, the interim
financial statements should be read in conjunction with the notes to these
Unaudited Condensed Consolidated Financial Statements as of March 31, 1998 and
Company's Consolidated (Combined) Financial Statements as of December 31, 1997
and notes thereto.

2. CHANGE IN OWNERSHIP TRANSACTION

L-3 Communications Corporation ("L-3 Communications") was formed on April
8, 1997, and is a wholly-owned subsidiary of Holdings. Holdings and L-3
Communications were formed by Mr. Frank C. Lanza, the former President and
Chief Operating Officer of Loral, Mr. Robert V. LaPenta, the former Senior Vice
President and Controller of Loral (collectively, the "Equity Executives"),
Lehman Brothers Capital Partners III, L.P. and its affiliates (the "Lehman
Partnership") and Lockheed Martin to acquire the Businesses. The Company was
capitalized with an equity contribution from Holdings of $125,000.

The Company has no assets or liabilities and conducts no operations other
than through its investment in its wholly-owned subsidiary, L-3 Communications
Corporation.

On March 28, 1997, Lanza, LaPenta, the Lehman Partnership, Holdings, and
Lockheed Martin entered into a Transaction Agreement (the "L-3 Acquisition
Agreement") whereby Holdings would acquire the Businesses from Lockheed Martin
(the "L-3 Acquisition"). Pursuant to the L-3 Acquisition Agreement on April 30,
1997 (closing date), Holdings acquired the Businesses from Lockheed Martin for
$525,000, comprised of $458,779 of cash after a $21,221 reduction related to a
purchase price adjustment, and $45,000 of common equity, representing a 34.9%
interest in Holdings retained by Lockheed Martin, plus acquisition costs of
$8,000. Also pursuant to the Transaction Agreement, Lockheed Martin, on behalf
and at the direction of Holdings, transferred the Businesses to the Company.
The Acquisition was financed with the debt proceeds of $400,000 (see Note 5)
and capital contributions of $125,000 from Holdings, including the $45,000
retained by Lockheed Martin.

F-7
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
(COMBINED) FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

The Company and Lockheed Martin finalized the purchase price adjustment
pursuant to an amendment to the L-3 Acquisition Agreement dated November 5,
1997, which also included the assumption by the Company of Lockheed Martin's
rights and obligations under a contract for the production of mission
communication systems for track vehicles, for which the Company received a cash
payment of $12,176. The assets and liabilities recorded in connection with the
L-3 Acquisition purchase price allocation were $664,800 and $164,400,
respectively. The excess of the purchase price over the fair value of net
assets acquired of $303,200 was recorded as goodwill, and is being amortized on
a straight-line basis over a period of 40 years. As a result of the 34.9%
ownership interest retained by Lockheed Martin, the provisions of EITF 88-16
were applied in connection with the purchase price allocation, which resulted
in recording net assets acquired at 34.9% of Lockheed Martin's carrying values
in the Businesses and 65.1% at fair value, and the recognition of a deemed
distribution of $9,000.

3. ACQUISITIONS

On March 30, 1998, the Company purchased the assets of the Ocean Systems
business ("Ocean Systems") of Allied Signal, Inc. for $67,500 of cash. On March
4, 1998, the Company purchased the assets of ILEX Systems ("ILEX") for $51,900
of cash, subject to adjustment based on closing net assets, and additional
consideration based on post-acquisition performance of ILEX. On February 5,
1998, the Company purchased the assets of Satellite Transmission Systems
division ("STS") of California Microwave, Inc. for $27,000 in cash, subject to
adjustment based upon closing net assets. On January 13, 1998, the Company
purchased all of the stock of Southern California Microwave, Inc. ("SCM") for
$4,600 subject to adjustment based on closing net assets, and additional
consideration based on post-acquisition performance of SCM.

The Company has financed the acquisitions using its cash on hand and
available borrowings under its Revolving Credit Facility. The Ocean Systems,
ILEX, STS and SCM acquisitions have been accounted for as purchase business
combinations and are included in the Company's results of operation from their
effective dates of March 31, 1998, February 1, 1998, February 1, 1998 and
January 1, 1998, respectively.

The assets and liabilities recorded in connection with the purchase price
allocations for the acquisitions of Ocean Systems, ILEX, STS and SCM are based
upon preliminary estimates. Actual adjustments will be based on final
appraisals and other analyses of fair values which are in process and the final
purchase prices. Management does not expect that differences between the
preliminary and final allocations will have a material impact on the Company's
financial position or results of operations. The assets and liabilities
recorded in connection with the preliminary purchase price allocations for the
acquisitions of Ocean Systems, ILEX, STS and SCM were $139,901 and $72,093,
$58,349 and $4,238, $33,956 and $6,624, and $5,088 and $251, respectively.

Had the L-3 Acquisition and the Ocean Systems, ILEX and STS acquisitions
occurred on January 1, 1997, the unaudited pro forma sales, net loss and loss
per share for the three months ended March 31, 1998 and 1997 would have been
$207,300, $(100) and $(0.00) and $189,200, $(7,300) and $(0.29), respectively.
The pro forma results are based on various assumptions and are not necessarily
indicative of what would have occurred had the acquisitions been consummated on
January 1, 1997.

F-8
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
(COMBINED) FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

4. CONTRACTS IN PROGRESS

Billings and accumulated costs and profits on long-term contracts,
principally with the U.S. Government, comprise the following:

<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997
---------------- ------------------
<S> <C> <C>
Billed contract receivables .................... $ 43,583 $ 39,029
Unbilled contract receivables .................. 42,914 33,136
Other billed receivables, principally commercial
and affiliates ............................... 83,022 31,253
Inventoried costs .............................. 138,190 82,954
--------- ---------
307,709 186,372
Less, unliquidated progress payments ........... (20,125) (19,170)
--------- ---------
Net contracts in process ....................... $ 287,584 $ 167,202
========= =========
</TABLE>

5. DEBT

The Company's long-term debt consists of the following:

<TABLE>
<CAPTION>
MARCH 31, 1998 DECEMBER 31, 1997
---------------- ------------------
<S> <C> <C>
Borrowings under Revolving Credit Facility .......... $ 67,800 $ --
Term Loan Facilities ................................ 171,000 172,000
10 3/8% Senior Subordinated Notes due 2007 .......... 225,000 225,000
Industrial Development Bonds ........................ 1,530 --
-------- --------
Total debt ......................................... 465,330 397,000
Less current portion ................................ 5,700 5,000
-------- --------
Total long-term debt ............................... $459,630 $392,000
======== ========
</TABLE>

In connection with the L-3 Acquisition, the Company entered into a credit
facility (the "Senior Credit Facilities") with a syndicate of banks and
financial institutions for $275,000 consisting of $175,000 of term loans (the
"Term Loan Facilities") and a $100,000 revolving credit facility (the
"Revolving Credit Facility"). In February 1998, the Senior Credit Facilities
were amended to, among other things, increase the Revolving Credit Facility to
$200,000, waive certain excess cash flow prepayments, as defined in the Senior
Credit Facilities, otherwise required, and permit the incurrence of up to an
additional $150,000 of subordinated debt. The Revolving Credit Facility expires
in 2003 and is available for ongoing working capital and letter of credit
needs. Approximately $114,400 of the Revolving Credit Facility is available at
March 31, 1998 reflecting $67,800 of borrowings and letters of credit of
$17,800 drawn against the Revolving Credit Facility of $200,000.

The Senior Credit Facilities and the 1997 Notes agreement contain
financial and restrictive covenants that limit, among other things, the ability
of the Company to borrow additional funds, dispose of assets, or pay cash
dividends. At March 31, 1998, none of the Company's retained earnings were
available to pay dividends. The Senior Credit Facilities contain financial
covenants, which remain in effect so long as any amount is owed by the Company
thereunder. These financial covenants require that (i) the Company's debt
ratio, as defined, be less than or equal to 5.50 for the quarter ended March
31, 1998, and that the maximum allowable debt ratio, as defined therein,
thereafter be further reduced to less than or equal to 3.1 for the quarters
ending after June 30, 2002, and (ii) the Company's interest coverage ratio, as
defined therein, be at least 1.85 for the quarter ended March 31, 1998, and
thereafter increasing the interest coverage ratio, as defined therein, to at
least 3.10 for any fiscal quarters ended after June 30, 2002. At March 31,
1998, the Company was in compliance with these covenants.

F-9
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
(COMBINED) FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

The aggregate principal payments for debt, excluding borrowings under the
Revolving Credit Facility, for the five years ending December 31, 1998 through
2002 are: $5,000, $11,000, $19,000, $25,000 and $33,200, respectively.

In February 1998, Holdings filed a registration statement with the
Securities and Exchange Commission ("SEC") for the sale of 5.5 million shares
of Common Stock (the "Common Stock Offering"), and concurrently with the Common
Stock Offering, L-3 Communications filed a registration statement with the SEC
for the sale of $150,000 aggregate principal amount of Senior Subordinated
Notes due 2008 (the "Notes Offering").

6. STOCK OPTIONS

On March 2, 1998, Messrs. Lanza and LaPenta each exercised options to
purchase 228,571 shares of Class A Common Stock. The options were granted on
April 30, 1997 at an exercise price of $6.47. Accordingly, the Company received
aggregate proceeds of $2,958 for such exercise and issued 457,124 shares of
Class A Common Stock.

7. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures to the Condensed Consolidated (Combined)
Statement of Cash Flows are as follows:

<TABLE>
<CAPTION>
COMPANY
---------------
THREE MONTHS
ENDED
MARCH 31, 1998
---------------
<S> <C>
Cash paid for interest ............. $3,495
Cash paid for income taxes ......... $ 18
</TABLE>

During the quarter ended March 31, 1998, the Company credited a current
income tax benefit of $451 directly to shareholders' equity related to the tax
benefit from the exercise of stock options.

8. ACCOUNTING POLICIES

On January 1, 1998, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of general
purpose financial statements. For the three months ended March 31, 1998 and
1997, there were no differences between net income and comprehensive income.

9. CONTINGENCIES

Management is continually assessing the Company's obligations with respect
to applicable environmental protection laws. While it is difficult to determine
the timing and ultimate cost to be incurred by the Company in order to comply
with these laws, based upon available internal and external assessments with
respect to those environmental loss contingencies of which management of the
Company is aware, the Company believes that even without considering potential
insurance recoveries, if any, there are no environmental loss contingencies
that, individually or in the aggregate, would be material to the Company's
results of operations. The Company accrues for these contingencies when it is
probable that a liability has been incurred and the amount of the loss can be
reasonably estimated.

The Company is engaged in providing products and services under contracts
with the U.S. Government and to a lesser degree, under foreign government
contracts, some of which are funded by the U.S. Government. All such contracts
are subject to extensive legal and regulatory requirements, and,

F-10
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
(COMBINED) FINANCIAL STATEMENTS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

periodically, agencies of the U.S. Government investigate whether such
contracts were and are being conducted in accordance with these requirements.
Under government procurement regulations, an indictment of the Company by a
federal grand jury could result in the Company being suspended for a period of
time from eligibility for awards of new government contracts. A conviction
could result in debarment from contracting with the federal government for a
specified term.

The Company is periodically subject to litigation, claims or assessments
and various contingent liabilities (including environmental matters) incidental
to its business. With respect to those investigative actions, items of
litigation, claims or assessments of which they are aware, management of the
Company believes that, after taking into account certain provisions that have
been made with respect to these matters, the ultimate resolution of any such
investigate actions, items of litigation, claims or assessments would not have
a material adverse effect on the financial position or result of operations of
the Company.

F-11
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.
(AND THE PREDECESSOR COMPANY)

Consolidated (Combined) Financial Statements as of December 31, 1997 and
1996 and for the nine months ended December 31, 1997, the three months ended
March 31, 1997 and the years ended December 31, 1996 and 1995.

F-12
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of
L-3 Communications Holdings, Inc.

We have audited the accompanying (i) consolidated balance sheet of L-3
Communications Holdings, Inc. and subsidiaries (the "Company") as of December
31, 1997, and the related consolidated statements of operations, changes in
shareholders' equity, and cash flows for the nine months then ended, (ii) the
combined statements of operations and cash flows of the Predecessor Company, as
defined in Note 1 to the Company's financial statements, for the three months
ended March 31, 1997 and (iii) combined balance sheet of the Predecessor
Company as of December 31, 1996 and the related combined statements of
operations, changes in invested equity and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits. We did not audit the 1996 financial statements of the Lockheed
Martin Communications Systems Division, which statements reflect total assets
and sales constituting 35 percent and 30 percent of the related combined
totals. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for the Lockheed Martin Communications Systems Division for 1996, is based
solely on the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the report of the other
auditors provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above (i) present
fairly in all material respects the consolidated financial position of the
Company and subsidiaries as of December 31, 1997 and their consolidated results
of operations and cash flows for the nine months then ended, and (ii) based on
our audit and the report of other auditors for 1996, present fairly in all
material respects the combined financial position of the Predecessor Company as
of December 31, 1996 and their combined results of operations and cash flows
for the year then ended and the three months ended March 31, 1997, in
conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.
1301 Avenue of the Americas
New York, New York 10019
February 2, 1998

F-13
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors
Lockheed Martin Corporation:

We have audited the combined balance sheet of Lockheed Martin
Communications Systems Division, as defined in Note 1 to the financial
statements, as of December 31, 1996, and the related combined statements of
operations, changes in shareholders' equity and invested equity, and cash flows
for the two years in the period ended December 31, 1996. These financial
statements are the responsibility of the Division's and Lockheed Martin
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
Lockheed Martin Communications Systems Division at December 31, 1996 (not
presented separately herein), and the combined results of its operations and
its cash flows for the year ended December 31, 1996 (not presented separately
herein), and the results of its operations and its cash flows for the period
ended December 31, 1995, in conformity with generally accepted accounting
principles.

/s/ Ernst & Young LLP

Washington, D.C.
March 7, 1997

F-14
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONSOLIDATED (COMBINED) BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
CONSOLIDATED COMBINED
------------------- --------------------
DECEMBER 31, 1997 DECEMBER 31, 1996
------------------- --------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................................... $ 77,474 $ --
Contracts in process ............................................... 167,202 198,073
Net assets held for sale ........................................... 6,653 --
Deferred income taxes .............................................. 13,298 --
Other current assets ............................................... 2,750 3,661
-------- --------
Total current assets ............................................ 267,377 201,734
-------- --------
Property, plant and equipment ....................................... 95,034 116,566
Less, accumulated depreciation and amortization .................... 12,025 24,983
-------- --------
83,009 91,583
-------- --------
Intangibles, primarily cost in excess of net assets acquired, net
of amortization .................................................... 297,503 282,674
Deferred income taxes ............................................... 24,217 --
Other assets ........................................................ 31,298 17,307
-------- --------
Total assets ..................................................... $703,404 $593,298
======== ========
LIABILITIES AND SHAREHOLDERS' (INVESTED) EQUITY
Current liabilities:
Current portion of long-term debt .................................. $ 5,000 --
Accounts payable, trade ............................................ 33,052 $ 35,069
Accrued employment costs ........................................... 31,162 27,313
Customer advances .................................................. 15,989 3,381
Amounts in excess of costs incurred ................................ 18,469 10,918
Accrued interest ................................................... 4,419 --
Other current liabilities .......................................... 27,476 26,207
-------- --------
Total current liabilities ....................................... 135,567 102,888
-------- --------
Pension and postretirement benefits ................................. 38,113 --
Other liabilities ................................................... 5,009 16,801
Long-term debt ...................................................... 392,000 --
Commitments and contingencies
Common stock subject to repurchase agreement, $.01 par value,
authorized 3,000,000 shares, issued and outstanding 2,944,000
shares ............................................................. 19,048 --
Shareholders' equity
Class A Common Stock, $.01 par value; authorized
25,000,000 shares, issued and outstanding 17,056,000 shares ...... 171 --
Additional paid-in capital ......................................... 110,191 --
Retained earnings .................................................. 12,305 --
Deemed distribution ................................................ (9,000) --
-------- --------
Total shareholders' and invested equity ............................. 113,667 473,609
-------- --------
Total liabilities and shareholders' and invested equity .......... $703,404 $593,298
======== ========
</TABLE>

See notes to consolidated (combined) financial statements.

F-15
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONSOLIDATED (COMBINED) STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
CONSOLIDATED COMBINED
------------------- -------------------------------------------
YEAR ENDED DECEMBER 31,
NINE MONTHS THREE MONTHS -------------------------
ENDED ENDED
DECEMBER 31, 1997 MARCH 31, 1997 1996 1995
------------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
Sales ..................................... $ 546,525 $158,873 $543,081 $166,781
Costs and expenses ........................ 490,669 150,937 499,390 162,132
Noncash compensation charge ............... 4,410 -- -- --
----------- -------- -------- --------
Operating income .......................... 51,446 7,936 43,691 4,649
Interest income ........................... 1,430 -- -- --
Interest expense .......................... 29,884 8,441 24,197 4,475
----------- -------- -------- --------
Income (loss) before income taxes ......... 22,992 (505) 19,494 174
Income tax expense (benefit) .............. 10,687 (247) 7,798 1,186
----------- -------- -------- --------
Net income (loss) ......................... $ 12,305 $ (258) $ 11,696 $ (1,012)
=========== ======== ======== ========
Basic earnings per share of
Common Stock ............................. $ 0.62
===========
Diluted earnings per share of
Common Stock ............................. $ 0.61
===========
Weighted average common shares
outstanding:
Basic .................................... 20,000,000
===========
Diluted .................................. 20,011,611
===========
</TABLE>

See notes to consolidated (combined) financial statements.

F-16
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONSOLIDATED (COMBINED) STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY AND INVESTED EQUITY
FOR THE NINE MONTHS ENDED DECEMBER 31, 1997, THREE MONTHS ENDED
MARCH 31, 1997 AND YEARS ENDED DECEMBER 31, 1996 AND 1995

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
COMBINED CONSOLIDATED
------------ -------------------------------------------------------------------
COMMON STOCK
-------------------- ADDITIONAL
INVESTED SHARES PAID-IN RETAINED EQUITY
EQUITY ISSUED PAR VALUE CAPITAL EARNINGS ADJUSTMENT TOTAL
------------ -------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance January 1, 1995 ......... $199,506
Repayments to Lockheed
Martin ....................... (3,831)
Net loss ....................... (1,012)
--------
Balance December 31, 1995 ....... 194,663
Advances from Lockheed
Martin ....................... 267,250
Net income ..................... 11,696
--------
Balance December 31, 1996 ....... 473,609
Advances from Lockheed
Martin ....................... 20,579
Net loss ....................... (258)
--------
Balance March 31, 1997 .......... $493,930
========
Shares Issued .................. 17,056 $171 $110,191 $110,362
Deemed distribution ............ $ (9,000) (9,000)
Net Income ..................... $12,305 12,305
------ ---- -------- ------- -------- --------
Balance December 31, 1997 ....... 17,056 $171 $110,191 $12,305 $ (9,000) $113,667
====== ==== ======== ======= ======== ========
</TABLE>

See notes to consolidated (combined) financial statements.

F-17
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

CONSOLIDATED (COMBINED) STATEMENTS OF CASH FLOWS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
CONSOLIDATED COMBINED
------------------- ---------------------------------------------
YEAR ENDED DECEMBER 31,
NINE MONTHS THREE MONTHS ---------------------------
ENDED ENDED
DECEMBER 31, 1997 MARCH 31, 1997 1996 1995
------------------- --------------- ------------ ------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ........................... $ 12,305 $ (258) $ 11,696 $ (1,012)
Depreciation and amortization ............... 22,190 7,786 28,139 11,578
Noncash compensation charge ................. 4,410 -- -- --
Amortization of deferred debt issuance
costs ...................................... 1,517 -- -- --
Deferred income taxes ....................... 9,991 -- -- --
Changes in operating assets and liabilities,
net of amounts acquired
Contracts in process ....................... 18,161 (17,475) 23,543 (3,267)
Other current assets ....................... (275) (481) 3,049 788
Other assets ............................... 2,141 (761) (8,346) 1,245
Accounts payable ........................... (6,146) (207) 4,104 (648)
Accrued employment costs ................... 6,363 (625) 2,282 (611)
Customer advances .......................... (611) 1,146 (5,541) --
Amounts in excess of costs incurred ........ 1,156 (3,037) (6,045) (2,041)
Accrued interest ........................... 4,419 -- -- --
Other current liabilities .................. (7,132) (1,867) 3,180 4,004
Pension and postretirement benefits ........ 4,284 -- -- --
Other liabilities .......................... 1,087 (500) (25,327) (699)
---------- --------- ---------- --------
Net cash from (used in) operating
activities ................................. 73,860 (16,279) 30,734 9,337
---------- --------- ---------- --------
INVESTING ACTIVITIES:
Acquisition of business ..................... (466,317) -- (287,803) --
Proceeds from assumption of contract
obligation ................................. 12,176 -- -- --
Net cash from assets held for sale .......... 3,179 -- -- --
Proceeds from sale of property .............. 9,458 -- -- --
Purchases of investments .................... (5,113) -- -- --
Capital expenditures ........................ (11,934) (4,300) (13,528) (5,532)
Disposition of property, plant and
equipment .................................. 771 -- 3,347 26
---------- --------- ---------- --------
Net cash (used in) investing activities ..... (457,780) (4,300) (297,984) (5,506)
---------- --------- ---------- --------
FINANCING ACTIVITIES:
Borrowings under senior credit facility ..... 175,000 -- -- --
Proceeds from sale of 10 3/8% senior
subordinated notes ......................... 225,000 -- -- --
Proceeds from issuance of common stock ...... 80,000 -- -- --
Debt issuance costs ......................... (15,606) -- -- --
Payment of debt ............................. (3,000) -- -- --
Advances from (repayments to) Lockheed
Martin ..................................... -- 20,579 267,250 (3,831)
---------- --------- ---------- --------
Net cash from (used in) financing activities 461,394 20,579 267,250 (3,831)
---------- --------- ---------- --------
Net change in cash .......................... 77,474 -- -- --
Cash and cash equivalents, beginning of
the period ................................. -- -- -- --
---------- --------- ---------- --------
Cash and cash equivalents, end of the
period ..................................... $ 77,474 $ -- $ -- $ --
========== ========= ========== ========
</TABLE>

See notes to consolidated (combined) financial statements.

F-18
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS

The accompanying consolidated financial statements include the assets,
liabilities and results of operations of L-3 Communications Holdings, Inc.,
successor company, ("L-3" or the "Company") following the change in ownership
(see Note 2) effective as of April 1, 1997 and for the period from April 1,
1997 to December 31, 1997. Prior to April 1, 1997, the statements comprise
substantially all of the assets and liabilities and results of operations of
(i) nine business units previously purchased by Lockheed Martin Corporation
("Lockheed Martin") as part of its acquisition of Loral Corporation ("Loral")
in April 1996 (the "Loral Acquired Businesses"), and (ii) one business unit,
Communications Systems -- East purchased by Lockheed Martin as part of its
acquisition of the aerospace business of GE in April 1993 (collectively, the
"Businesses" or the "Predecessor Company"). The combined financial statements
of the Predecessor Company reflect the Businesses' assets, liabilities and
results of operations included in Lockheed Martin's historical financial
statements. Intercompany accounts between Lockheed Martin and the Businesses
have been included in Invested Equity. The assets and operations of the
semiconductor product line and certain other facilities which are not material
have been excluded from the combined financial statements. Significant
intercompany and inter-business transactions and balances have been eliminated.

The Company is a supplier of sophisticated secure communication systems
and specialized communication products including secure, high data rate
communication systems, microwave components, avionics, recorders, telemetry and
space products. The Company's customers include the Department of Defense (the
"DoD"), selected U.S. government intelligence agencies, major aerospace/defense
prime contractors and commercial customers. The Company operates primarily in
one industry segment, electronic components and systems.

Substantially all the Company's products are sold to agencies of the U.S.
Government, primarily the Department of Defense, to foreign government agencies
or to prime contractors or subcontractors thereof. All domestic government
contracts and subcontracts of the Businesses are subject to audit and various
cost controls, and include standard provisions for termination for the
convenience of the U.S. Government. Multi-year U.S. Government contracts and
related orders are subject to cancellation if funds for contract performance
for any subsequent year become unavailable. Foreign government contracts
generally include comparable provisions relating to termination for the
convenience of the government.

2. CHANGE IN OWNERSHIP TRANSACTION

L-3 was formed by Mr. Frank C. Lanza, the former President and Chief
Operating Officer of Loral, Mr. Robert V. LaPenta, the former Senior Vice
President and Controller of Loral (collectively, the "Equity Executives"),
Lehman Brothers Capital Partners III, L.P. and its affiliates (the "Lehman
Partnership") and Lockheed Martin to acquire the Businesses. The Equity
Executives, the Lehman Partnership and Lockheed Martin own 14.9%, 50.1% and
34.0% of the Company, respectively.

The Company has no assets or liabilities and conducts no operations other
than through its investment in its wholly-owned subsidiary, L-3 Communication
Corporation.

On March 28, 1997, Lanza, LaPenta, the Lehman Partnership, L-3, and
Lockheed Martin entered into a Transaction Agreement (the "L-3 Acquisition
Agreement") whereby Holdings would acquire the Businesses from Lockheed Martin
(the "L-3 Acquisition"). Also included in the acquisition is a semiconductor
product line of another business and certain leasehold improvements in New York
City which were not material. Pursuant to the L-3 Acquisition Agreement, L-3
acquired the Businesses from Lockheed Martin for $525,000, comprising $458,779
of cash, after a $21,221 reduction related to a purchase price adjustment, and
$45,000 of common equity, representing a 34.9% interest in Holdings retained by
Lockheed Martin, plus acquisition costs of $8,000.

F-19
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

In connection with the L-3 Acquisition Agreement, the Company anticipated
entering into a transition services agreement with Lockheed Martin pursuant to
which Lockheed Martin would provide to L-3 and its subsidiaries (and L-3 would
provide to Lockheed Martin) certain corporate services of a type previously
provided at costs consistent with past practices until December 31, 1997 (or,
in the case of Communications Systems -- East (formerly known as Communications
Systems -- Camden), for a period of up to 18 months after the Closing).
Lockheed Martin is providing L-3 the services contemplated by the proposed
transaction services agreement in the absence of any executed agreement. The
parties also entered into supply agreements which reflect previously existing
inter-company work transfer agreements or similar support arrangements upon
prices and other terms consistent with previously existing arrangements.
Holdings, the Company and Lockheed Martin have entered into certain subleases
of real property and cross-licenses of intellectual property.

Pursuant to the L-3 Acquisition Agreement the Company also assumed certain
obligations relating to environmental liabilities and benefit plans.

In accordance with Accounting Principles Board Opinion No. 16, the
acquisition of the Businesses by Holdings and L-3 has been accounted for as a
purchase business combination effective as of April 1, 1997. The purchase cost
(including the fees and expenses related thereto) was allocated to the tangible
and intangible assets and liabilities of the Company based upon their
respective fair values. The assets and liabilities recorded in connection with
the purchase price allocation were $664,800 and $164,400, respectively. The
excess of the purchase price over the fair value of net assets acquired of
$303,200 was recorded as goodwill, and is being amortized on a straight-line
basis over a period of 40 years. As a result of the 34.9% ownership interest
retained by Lockheed Martin, the provisions of Emerging Issues Task Force Issue
Number 88-16 were applied in connection with the purchase price allocation,
which resulted in the recognition of a deemed distribution of $9,000.

In connection with the determination of the fair value of assets acquired
and pursuant to the provisions of Accounting Principles Board Opinion No. 16,
the Company has valued acquired contracts in process at contract price, less
the estimated cost to complete and an allowance for the Company's normal profit
on its effort to complete such contracts.

Had the L-3 Acquisition occurred on January 1, 1996, the unaudited pro
forma sales, net income, basic earnings per common share and diluted earnings
per common share for the years ended December 31, 1997 and 1996 would have been
$703,600 and $11,890, $0.59 and $0.59, and $663,200 and $5,290, $0.26 and
$0.26, respectively. The pro forma results, which are based on various
assumptions, are not necessarily indicative of what would have occurred had the
acquisition been consummated on January 1, 1996. The 1997 and 1996 pro forma
sales, net income and earnings per common share data have been adjusted to (a)
include the operations of the Loral Acquired Businesses from January 1, 1996
(Note 3) and (b) exclude the operations of the Hycor business net assets held
for sale from January 1, 1996 (Note 6).

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS: Cash equivalents consist of highly liquid
investments with a maturity of three months or less at time of purchase.

F-20
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

STATEMENTS OF CASH FLOWS: Changes in operating assets and liabilities are
net of the impact of acquisitions and final purchase price allocations. The
Predecessor Company participated in Lockheed Martin's cash management system,
under which all cash was received and payments were made by Lockheed Martin.
All transactions between the Predecessor Company and Lockheed Martin have been
accounted for as settled in cash at the time the transactions were recorded by
the Predecessor Company.

REVENUE RECOGNITION: Sales on production-type contracts are recorded as
units are shipped; profits applicable to such shipments are recorded pro rata,
based upon estimated total profit at completion of the contract. Sales and
profits on cost reimbursable contracts are recognized as costs are incurred.
Sales and estimated profits under other long-term contracts are recognized
under the percentage of completion method of accounting using the cost-to-cost
method. Amounts representing contract change orders or claims are included in
sales only when they can be reliably estimated and their realization is
probable.

Losses on contracts are recognized when determined. Revisions in profit
estimates are reflected in the period, on a cumulative catch-up basis, in which
the facts, requiring the revision, become known.

CONTRACTS IN PROCESS: Costs accumulated on contracts in process include
direct costs, as well as manufacturing overhead, and for government contracts,
general and administrative costs, independent research and development costs
and bid and proposal costs. In accordance with industry practice, contracts in
process contain amounts relating to contracts and programs with long
performance cycles, a portion of which may not be realized within one year.

PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated
at cost. Depreciation is provided primarily on the straight-line method over
the estimated useful lives of the related assets. Leasehold improvements are
amortized over the shorter of the lease term or the estimated useful life of
the improvements.

COST IN EXCESS OF NET ASSETS ACQUIRED: The excess of the cost of the L-3
Acquisition over the fair value of the net assets acquired is being amortized
using a straight-line method over a 40 year period. Accumulated amortization of
the Company amounted to $5,741 at December 31, 1997.

The carrying amount of cost in excess of net assets acquired is evaluated
on a recurring basis. Current and future profitability as well as current and
future undiscounted cash flows, excluding financing costs, of the acquired
businesses are primary indicators of recoverability. For the nine months ended
December 31, 1997, there was no reduction to the carrying amount of the cost in
excess of net assets acquired resulting from these evaluations.

PREDECESSOR COMPANY INTANGIBLES: Intangibles, primarily the excess of the
cost of Businesses over the fair value of the net assets acquired, was
amortized using a straight-line method primarily over a 40-year period. Other
intangibles were amortized over their estimated useful lives which range from
11 to 15 years. Amortization expense of the Businesses was $2,655 for the three
months ended March 31, 1997; $10,115 and $6,086 for the years ended December
31, 1996 and 1995, respectively. Accumulated amortization was $26,524 at
December 31, 1996.

Intangibles of the Predecessor Company include costs allocated to the
Businesses relating to the Request for Funding Authorization ("RFA"),
consisting of over 20 restructuring projects to reduce operating costs,
initiated by General Electric ("GE") Aerospace in 1990 and to the REC Advance
Agreement ("RAA"), a restructuring plan initiated after Lockheed Martin's
acquisition of GE Aerospace. The RAA was initiated to close two regional
electronic manufacturing centers. Restructure costs are reimbursable from the
U.S. Government if savings can be demonstrated to exceed costs. The total cost
of restructuring under the RFA and the RAA represented approximately 15% of the
estimated savings to the U.S. Government and, therefore, a deferred asset has
been recorded by Lockheed Martin. The deferred asset is being allocated to all
the former GE Aerospace sites, including the Communications

F-21
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Systems Division, on a basis that includes manufacturing labor, overhead, and
direct material less non-hardware subcontracts. At December 31, 1997 and 1996,
approximately $2,313 and $4,400, respectively, of unamortized RFA and RAA costs
are deferred on the Company's and the Predecessor Company's consolidated
(combined) balance sheets in other current assets and other assets.

The carrying values of the Predecessor Company intangibles were reviewed
if the facts and circumstances indicated potential impairment of their carrying
value. If this review indicated that intangible assets were not recoverable, as
determined based on the undiscounted cash flows of the entity acquired over the
remaining amortization period, the Businesses carrying values related to the
intangible assets were reduced by the estimated shortfall of cash flows.

INCOME TAXES: The Company provides for income taxes using the liability
method prescribed by the Financial Accounting Standards Board ("FASB")
Statement No. 109, "Accounting for Income Taxes." Under the liability method,
deferred income tax assets and liabilities reflect tax carryforwards and the
net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting and income tax purposes, as determined
under enacted tax laws and rates. The financial effect of changes in tax laws
or rates is accounted for in the period of enactment.

PREDECESSOR COMPANY INCOME TAXES: The Predecessor Company was included in
the consolidated Federal income tax return and certain combined and separate
state and local income tax returns of Lockheed Martin. However, for purposes of
these financial statements, the provision for income taxes has been allocated
to the Predecessor Company based upon reported combined income before income
taxes. Income taxes, current and deferred, are considered to have been paid or
charged to Lockheed Martin and are recorded through the invested equity account
with Lockheed Martin. The principal components of the deferred taxes are
contract accounting methods, property, plant and equipment, goodwill
amortization and timing of accruals.

RESEARCH AND DEVELOPMENT: Research and development costs sponsored by the
Company and the Predecessor Company include research and development, bid and
proposal costs related to government products and services. These costs
generally are allocated among all contracts and programs in progress under U.S.
Government contractual arrangements. Customer-sponsored research and
development costs incurred pursuant to contracts are accounted for as direct
contract costs.

STOCK OPTIONS: In accordance with Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations, compensation expense for stock options is recognized in income
based on the excess, if any, of the Company's fair value of the stock at the
grant date of the award or other measurement date over the amount an employee
must pay to acquire the stock. The exercise price for stock options granted to
employees equals or exceeds the fair value of the Company's common stock at the
date of grant, thereby resulting in no recognition of compensation expense by
the Company. The Company has adopted the disclosure -- only provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123").

DERIVATIVE FINANCIAL INSTRUMENTS: In the normal course of financing
operations, the Company enters into interest rate cap and floor transactions
for interest rate protection purposes, and not for speculative or trading
purposes. Cash payments to and from the Company and the counterparties are
recorded as a component of interest expense. The initial cost of these
arrangements are deferred and amortized as interest expense.

USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles 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 revenue and expenses
during the reporting period. The

F-22
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

most significant of these estimates and assumptions relate to contract
estimates of sales and costs, allocations from Lockheed Martin, recoverability
of recorded amounts of fixed assets and cost in excess of net assets acquired,
litigation and environmental obligations. Actual results could differ from
these estimates.

EARNINGS PER SHARE: In accordance with SFAS No. 128, "Earnings per Share",
basic earnings per share is computed by dividing net income attributable to
common stockholders by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share ("diluted EPS") is computed by
dividing net income attributable to common stockholders adjusted for any other
changes to net income that would result from the assumed issuance of the
dilutive potential common shares by the weighted-average number of common
shares outstanding adjusted to include the number of additional common shares
that would have been outstanding if the dilutive potential common shares had
been issued.

ACCOUNTING PRONOUNCEMENTS: In June 1997, the FASB issued Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income" and SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income and its components (revenues, expenses, gains
and losses) in full set general purpose financial statements. SFAS No. 131
establishes accounting standards for the way that public business enterprises
report selected information about operating segments and requires that those
enterprises report selected information about operating segments in interim
financial reports issued to shareholders. In February 1998, the FASB issued
SFAS No. 132, "Employers' Disclosures about Pensions and Other Postretirement
Benefits". SFAS No. 132 revises employers' disclosures about pension and other
postretirement benefits plans. It does not change the measurement or
recognition of those plans. It standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent practicable, requires
additional information on changes in the benefit obligations and fair values of
plan assets that will facilitate financial analysis, and eliminates certain
disclosures that are no longer as useful as they were when SFAS No. 87
"Employers' Accounting for Pensions", SFAS No. 88 "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits", and SFAS No. 106 "Employers' Accounting for
Postretirement Benefits Other Than Pensions", were issued. SFAS No. 132
suggests combined formats for presentation of pension and other postretirement
benefit disclosures. SFAS No. 130, SFAS No. 131 and SFAS No. 132 are required
to be adopted by 1998. The Company is currently evaluating the impact, if any,
of SFAS No. 130, SFAS No. 131 and SFAS No. 132.

Effective January 1, 1996, the Businesses adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets To Be
Disposed Of" ("SFAS 121"). SFAS 121 establishes the accounting standards for
the impairment of long-lived assets, certain intangible assets and cost in
excess of net assets acquired to be held and used for long-lived assets and
certain intangible assets to be disposed of. The impact of adopting SFAS 121
was not material.

Effective in December 1997 the Company adopted the provisions of SFAS No.
128, "Earnings Per Share" ("SFAS 128") and No. 129, "Disclosure of Information
About Capital Structure" ("SFAS 129").

RECLASSIFICATIONS: Certain reclassifications have been made to conform
prior-year amounts to the current-year presentation.

4. PREDECESSOR COMPANY ACQUISITION

Effective April 1, 1996, Lockheed Martin acquired substantially all the
assets and liabilities of the defense businesses of Loral, including the
Wideband Systems Division and the Products Group which are included in the
Businesses. The acquisition of the Wideband Systems Division and Products Group
businesses (the "Loral Acquired Businesses") has been accounted for as a
purchase by Lockheed Martin

F-23
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Communications Systems -- Camden Division ("Division"). The acquisition has
been reflected in the financial statements based on the purchase price
allocated to those acquired businesses by Lockheed Martin. The assets and
liabilities recorded in connection with the purchase price allocation were
$401,000 and $113,200, respectively. As such, the accompanying combined
financial statements for periods prior to April 1, 1997 reflect the results of
operations of the Division and the Loral Acquired Businesses from the effective
date of acquisition including the effects of an allocated portion of cost in
excess of net assets acquired resulting from the acquisition.

5. CONTRACTS IN PROCESS

Billings and accumulated costs and profits on long-term contracts,
principally with the U.S. Government, comprise the following:

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
------------ ------------
DECEMBER 31,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
Billed contract receivables ............................................. $ 39,029 $ 45,212
Unbilled contract receivables ........................................... 33,136 84,814
Other billed receivables, principally commercial and affiliates ......... 31,253 41,154
Inventoried costs ....................................................... 82,954 72,880
--------- ---------
186,372 244,060
Less, unliquidated progress payments (19,170) (45,987)
--------- ---------
Net contracts in process ................................................ $ 167,202 $ 198,073
========= =========
</TABLE>

The U.S. Government has title to or a secured interest in, inventory to
which progress payments are applied. Unbilled contract receivables represent
accumulated costs and profits earned but not yet billed to customers. The
Company believes that substantially all such amounts will be billed and
collected within one year.

The following data has been used in the determination of costs and
expenses:

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
-------------- -----------------------------------
NINE THREE
MONTHS MONTHS FOR THE YEAR ENDED
ENDED ENDED DECEMBER 31,
DECEMBER 31, MARCH 31, ----------------------
1997 1997 1996 1995
-------------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Selling, general and administrative ("SG&A") costs
included in inventoried costs ............................. $15,379 $14,536 $14,700 $1,156
Selling, general and administrative costs incurred ......... 88,527 28,449 82,226 6,525
Independent research and development, including bid
and proposal costs, included in SG&A incurred ............. 28,893 12,024 36,500 9,800
</TABLE>

6. NET ASSETS HELD FOR SALE

The Company has accounted for the allocation of purchase price and the net
assets of its Hycor business in accordance with the FASB's Emerging Issues Task
Force Issue 87-11 "Allocation of Purchase Price to Assets to be Sold" ("EITF
87-11"). Accordingly, the net assets related to the Hycor business as of April
1, 1997 are included in the accompanying consolidated balance sheet as "Net
assets held for sale". The fair value assigned to such net assets is based upon
management's estimate of the proceeds from the sale of the Hycor business less
the estimated income from operations for such business during the holding
period of April 1, 1997 through January 29, 1998 (the "holding period"), plus
interest expense on debt

F-24
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

allocated to such net assets during the holding period. On January 29, 1998,
the Company sold the Hycor business, excluding land and buildings for $3,500 in
cash subject to adjustment based on final closing net assets. In accordance
with EITF 87-11, loss from the operations of the Hycor business of $108 and
interest expense of $552 on the debt allocated to the Hycor net assets have
been excluded from the Company's consolidated statements of operations for the
nine months ended December 31, 1997. Management of the Company expects that any
gain or loss realized on the ultimate disposition of the Hycor business will
not have a material impact on the original purchase price allocation.

Also included in net assets held for sale at December 31, 1997 is a
Company property located in Atlanta, Georgia.

7. PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
PREDECESSOR
COMPANY COMPANY
----------- ------------
DECEMBER 31,
--------------------------
1997 1996
----------- ------------
<S> <C> <C>
Land ................................................. $ 6,670 $ 9,200
Buildings and improvements ........................... 19,487 27,000
Machinery, equipment, furniture and fixtures ......... 58,978 73,137
Leasehold improvements ............................... 9,899 7,229
-------- --------
$ 95,034 $116,566
======== ========
</TABLE>

Depreciation and amortization expense attributable to property, plant and
equipment was $13,320 for the nine months ended December 31, 1997; $4,529 for
the three months ended March 31, 1997, and $14,924 and $5,492 for the years
ended December 31, 1996 and 1995, respectively.

8. DEBT

Long-term debt consists of:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
------------------
<S> <C>
Term loans ......................................... $ 172,000
10 3/8 Senior Subordinated Notes due 2007 .......... 225,000
---------
397,000
Less current portion of term loans ................. 5,000
---------
Total long-term debt .............................. $ 392,000
=========
</TABLE>

In connection with the L-3 Acquisition, the Company entered into a credit
facility (the "Senior Credit Facilities") with a syndicate of banks and
financial institutions for $275,000 consisting of $175,000 of term loans (the
"Term Loan Facilities") and a $100,000 revolving credit facility (the
"Revolving Credit Facility"). The Senior Credit Facilities bear interest, at
the option of the Company, at rates related to (i) the higher of federal funds
rate plus 0.50% per annum or the reference rate published by Bank of America
NT&SA or (ii) LIBOR. At December 31, 1997, such interest rates, based on
various maturities, ranged from 7.625% to 8.625%. Interest payments vary in
accordance with the type of borrowing and are made at a minimum every three
months. The Revolving Credit Facility expires in 2003 and is available for
ongoing working capital and letter of credit needs. The Term Loans mature in
installments until the final maturity date in 2006. Approximately $93,428 of
the Revolving Credit Facility is available at December 31, 1997 reflecting
letters of credit of $6,572 drawn against the Revolving Credit Facility of
$100,000. In February 1998, the Senior Credit Facilities were amended to, among
other things, increase

F-25
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

the Revolving Credit Facility to $200,000, waive certain excess cash flow
prepayments, as defined, otherwise required, and permit the incurrence of up to
an additional $150,000 of subordinated debt. The Company pays a commitment fee
of 0.375% per annum on the unused portion of the Revolving Credit Facility.

In April 1997, the Company issued $225,000 of 10 3/8% senior subordinated
notes (the "1997 Notes") due May 1, 2007 with interest payable semi-annually on
May 1 and November 1 of each year, commencing November 1, 1997. On November 5,
1997, the Company completed its exchange offer relating to the 1997 Notes and
the holders of the 1997 Notes received registered securities. The 1997 Notes
are redeemable at the option of the Company, in whole or in part, at any time
on or after May 1, 2002, at various redemption prices plus accrued and unpaid
interest to the applicable redemption date. In addition, prior to May 1, 2000,
the Company may redeem up to 35% of the aggregate principal amount of 1997
Notes at a redemption price of 109.375% of the principal amount thereof, plus
accrued and unpaid interest to the redemption date with the net cash proceeds
of one or more equity offerings by Holdings that are contributed to the Company
as common equity capital.

The Senior Credit Facilities and the 1997 Notes agreement contain
financial and restrictive covenants that limit, among other things, the ability
of the Company to borrow additional funds, dispose of assets, or pay cash
dividends. At December 31, 1997, none of the Company's retained earnings were
available to pay dividends. The Senior Credit Facilities contain financial
covenants, which remain in effect so long as any amount is owed by the Company
thereunder. These financial covenants require that (i) the Company's debt
ratio, as defined, be less than or equal to 5.50 for the quarter ended December
31, 1997, and that the maximum allowable debt ratio, as defined, thereafter be
further reduced to less than or equal to 3.1 for the quarters ending after June
30, 2002, and (ii) the Company's interest coverage ratio, as defined, be at
least 1.85 for the quarter ended December 31, 1997, and thereafter increasing
the interest coverage ratio, as defined, to at least 3.10 for any fiscal
quarters ended after June 30, 2002. At December 31, 1997, the Company was in
compliance with these covenants.

In connection with the Senior Credit Facilities, the Company has granted
the lenders a first priority lien on substantially all of the Company's assets,
including the stock of L-3 Communications Corporation.

The costs related to the issuance of debt have been deferred and are being
amortized as interest expense over the term of the related debt using a method
that approximates the effective interest method.

9. PREDECESSOR COMPANY'S INTEREST EXPENSE

Interest expense has been allocated to the Predecessor Company by applying
Lockheed Martin's weighted average consolidated interest rate to the portion of
the beginning of the period invested equity account deemed to be financed by
consolidated debt, which has been determined based on Lockheed Martin's debt to
equity ratio on such date, except that the acquisition of the Loral Acquired
Businesses has been assumed to be fully financed by debt. Management of the
Businesses believes that this allocation methodology is reasonable.

F-26
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Interest expense of the Predecessor Company was calculated using the
following balances and interest rates:

<TABLE>
<CAPTION>
THREE MONTHS YEARS ENDED DECEMBER 31,
ENDED -----------------------------
MARCH 31, 1997 1996 1995
--------------- ------------- -------------
<S> <C> <C> <C>
Invested Equity ......... $ 473,609 $ 482,466 $ 199,506
Interest Rate ........... 7.10% 7.20% 7.40%
</TABLE>

10. FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash and cash
equivalents, billed contract receivables, other billed receivables (principally
commercial and affiliates), trade accounts payable, customer advances, debt
instruments, and interest rate cap and interest rate floor contracts. The book
values of cash and cash equivalents, billed contract receivables, other billed
receivables (principally commercial and affiliates), trade accounts payable and
customer advances are considered to be representative of their respective fair
values at December 31, 1997 due to the short-term maturities or expected
settlement dates of these instruments.

The Company's debt instruments consist of term loans and 1997 Notes (Note
8). The carrying values of the term loans approximate fair value because they
are variable-rate loans which bear interest at current market rates.

The 1997 Notes are registered, unlisted public debt which is traded in the
over-the-counter market. The fair value of such debt at December 31, 1997 was
estimated to be approximately $243,000, based on trading activity on December
31, 1997.

To mitigate risks associated with changing interest rates on certain of
its debt, the Company entered into the interest rate agreements. The fair
values of the interest rate caps and interest rate floors (collectively, the
"interest rate agreements") were estimated by discounting expected cash flows
using quoted market interest rates. The Company manages exposure to
counterparty credit risk by entering into the interest rate agreements only
with major financial institutions that are expected to fully perform under the
terms of such agreements. The notional amounts are used to measure the volume
of these agreements and do not represent exposure to credit loss. The impact of
the interest rate agreements was not material to interest expense for the nine
months ended December 31, 1997. Information with respect to the interest rate
agreements is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------
NOTIONAL UNREALIZED
AMOUNT GAINS (LOSSES)
---------- ---------------
<S> <C> <C>
Interest rate caps ........... $100,000 $ (1,008)
-------- --------
Interest rate floors ......... $ 50,000 $ (263)
-------- --------
</TABLE>

At December 31, 1996, the Predecessor Company's financial instruments
consisted primarily of billed contract receivables, other billed receivables
(principally commercial and affiliates), trade accounts payable and customer
advances. The book value of billed contract receivables, other billed
receivables (principally commercial and affiliates), trade accounts payable and
customer advances approximated their respective fair values at December 31,
1996, due to the short-term maturities or expected settlement dates of those
instruments.

11. COMMON STOCK

The Company's Class A Common Stock possesses full voting rights and Class
B Common Stock and Class C Common Stock possess no voting rights except as
otherwise required by law. However, pursuant

F-27
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

to shareholders agreements, the holders of Classes B and C Common Stock have
the right to designate themselves as members of the Board of Directors as long
as they are employees of the Company or any of its subsidiaries. Each share of
Class B Common Stock will convert, at the option of the Company, into a share
of Class A common stock immediately prior to an initial public offering of
equity securities of the Company or upon the occurrence of certain other events
but not later than April, 2006, and will convert into Class C common stock upon
certain other events. Holders of Class B Common Stock are entitled to share
with the holders of Class A Common Stock in dividends and liquidating
distributions.

The Equity Executives are the holders of the Class B Common Stock which
has a par value of $0.01 per share and have the right until the effective date
of an initial public offering to require the Company to repurchase the Class B
Common Stock under certain circumstances. Accordingly, the Class B Common Stock
has been classified on the consolidated balance sheet as "common stock subject
to repurchase agreement" and excluded from shareholders' equity as of December
31, 1997. At December 31, 1997, 3,000,000 shares of the Class B Common Stock
were authorized and 2,944,000 were outstanding.

The Company's Class A Common Stock and Class B Common Stock were issued at
per share prices of $6.47 and $5.00, respectively. The aggregate difference in
issuance prices of $4,410 has been accounted for as a noncash compensation
charge to expense effective April 1, 1997, related to the initial
capitalization of L-3.

12. EARNINGS PER SHARE

Basic earnings per common share and diluted earnings per common share for
the Company for the nine months ended December 31, 1997 were calculated as
follows:

<TABLE>
<CAPTION>
INCOME
AVAILABLE TO
COMMON WEIGHTED AVERAGE PER-SHARE
STOCKHOLDERS SHARES OUTSTANDING AMOUNT
-------------- -------------------- ----------
<S> <C> <C> <C>
Basic earnings per common share ........... $12,305 20,000,000 $ 0.62
------- ---------- ------
Effect of dilutive securities ............. -- 11,611
------- ----------
Diluted earnings per common share ......... $12,305 20,011,611 $ 0.61
======= ========== ======
</TABLE>

For purposes of the earnings per common share computations, the Class B
Common Stock subject to repurchase agreement (Note 11) has been included in the
weighted average number of shares of common stock outstanding.

Earnings per share data is not presented for the Predecessor Company
because the Businesses were wholly-owned business units of Lockheed Martin
prior to the L-3 Acquisition.

F-28
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

13. INCOME TAXES

THE COMPANY

Pretax income of the Company for the nine months ended December 31, 1997
was $22,992 and was primarily domestic. The components of the Company's
provision for income taxes for the nine months ended December 31, 1997 are:

<TABLE>
<CAPTION>
<S> <C>
Income taxes currently payable, primarily federal ......... $ 696
Deferred income taxes:
Federal ................................................. 8,635
State and local ......................................... 1,356
-------
Subtotal ................................................ 9,991
-------
Total provision for income taxes .......................... $10,687
=======
</TABLE>

The effective income tax rate of the Company for the nine months ended
December 31, 1997 differs from the statutory federal income tax rate for the
following reasons:

<TABLE>
<CAPTION>
<S> <C>
Statutory federal income tax rate ..................................... 35.0%
State and local income taxes, net of federal income tax benefit ....... 3.8
Noncash compensation charge ........................................... 6.8
Nondeductible goodwill amortization and other expenses ................ 4.4
Research and development and other tax credits ........................ (3.5)
-----
Effective income tax rate ............................................. 46.5 %
========
</TABLE>

The significant components of the Company's net deferred tax assets at
December 31, 1997 are:

<TABLE>
<CAPTION>
<S> <C>
Deferred tax assets:
Other postretirement benefits ............................. $ 8,649
Inventoried costs ......................................... 8,711
Compensation and benefits ................................. 528
Pension costs ............................................. 4,177
Property, plant and equipment ............................. 8,098
Income recognition on long-term contracts ................. 3,691
Other, net ................................................ 1,861
Net operating loss and other credit carryforwards ......... 2,969
--------
Total deferred tax assets ................................ 38,684
Deferred tax liabilities:
Cost in excess of net assets acquired ..................... (1,099)
Other, net ................................................ (70)
--------
Total deferred tax liabilities ........................... (1,169)
--------
Net deferred tax assets ..................................... $ 37,515
========
The net deferred tax assets are classified as follows:
Current deferred tax assets ............................... $ 13,298
Long-term deferred tax assets ............................. 24,217
--------
$ 37,515
========
</TABLE>

F-29
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

At December 31, 1997, the Company had $2,969 of tax credit carryforwards,
primarily related to U.S. federal net operating losses and research and
experimentation tax credits which expire, if unused, in 2012. The Company
believes that these carryforwards will be available to reduce future income tax
liabilities and has recorded these carryforwards as non-current deferred tax
assets.

PREDECESSOR COMPANY

The (benefit) provision for income taxes for the Predecessor Company was
calculated by applying statutory tax rates to the reported income (loss) before
income taxes after considering items that do not enter into the determination
of taxable income and tax credits reflected in the consolidated provision of
Lockheed Martin, which are related to the Businesses. Substantially all the
income of the Businesses are from domestic operations. For the three months
ended March 31, 1997, it is estimated that the benefit for deferred taxes
represents $1,315. For the years ended December 31, 1996 and 1995, it is
estimated that the (benefit) provision for deferred taxes represents ($2,143)
and $3,994, respectively.

The effective income tax rate of the Predecessor Company differs from the
statutory Federal income tax rate for the following reasons:

<TABLE>
<CAPTION>
FOR THE
THREE MONTHS
ENDED YEARS ENDED DECEMBER 31,
MARCH 31, -------------------------
1997 1996 1995
------------- ------------ ----------
<S> <C> <C> <C>
Statutory federal income tax rate ......................... (35.0)% 35.0% 34.0%
Amortization of cost in excess of net assets acquired ..... ( 8.1) 2 529
Research and development and other tax credits ............ (11.3) (2) --
State and local income taxes, net of federal income
tax benefit and state and local income tax credits ...... 4.8 6 101
Foreign sales corporation tax benefits .................... ( 8.4) (1) --
Other, net ................................................ 9.1 -- 17.0
----- ------ ----
Effective income tax rate ................................. (48.9)% 40.0% 681%
===== ====== ====
</TABLE>

14. STOCK OPTIONS

THE COMPANY

The Company sponsors an option plan for key employees, pursuant to which
options to purchase up to 3,255,815 shares of common stock have been authorized
for grant.

On April 30, 1997, the Company adopted the 1997 Option Plan for key
employees and granted to the Equity Executives nonqualified options to
purchase, at $6.47 per share, 2,285,714 shares of Class A common stock of the
Company. In each case, half of the options are "Time Options" and half are
"Performance Options" (collectively, the "Options"). The Time Options become
exercisable with respect to 20% of the shares subject to the Time Options on
each of the first five anniversaries if employment continues through and
including such date. The Performance Options become exercisable nine years
after the grant date, but may become exercisable earlier with respect to up to
20% of the shares subject to the Performance Options on each of the first five
anniversaries, to the extent certain defined targets are achieved. The Options,
which have a ten year term, become fully exercisable under certain
circumstances, including a change in control.

On July 1, 1997 and November 11, 1997, the Company granted nonqualified
options to certain officers and other employees of the Company to purchase at
$6.47 per share 689,500 shares of Class A common stock of Holdings
(collectively, the "1997 Options"). Generally, the 1997 Options vest over a
three-year period and expire ten years from the date of grant.

F-30
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The exercise price for Holdings' stock options granted to employees in
1997 equaled the estimated fair value of Holdings' common stock at the date of
grant. Accordingly, in accordance with APB 25, no compensation expense was
recognized by the Company.

Pro forma information regarding net earnings as required by SFAS 123 has
been determined as if the Company had accounted for its employee stock options
under the fair value method. Because the Company is a nonpublic entity the fair
value for the options was estimated at the date of grant using the minimum
value method prescribed in SFAS 123, which does not consider the expected
volatility of the Company's stock price, with the following weighted-average
assumptions for 1997: risk-free interest rate of 6.3%; dividend yield of 0%;
and weighted-average expected option life of 5.49 years.

For purposes of pro forma disclosures, the compensation cost of the
options based on their estimated fair values is amortized to expense over
vesting periods of the options. The Company's net income, basic EPS and diluted
EPS per common share for the nine months ended December 31, 1997 would have
decreased to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
<S> <C>
Net income:
As reported ............... $ 12,305
========
Pro forma ................. $ 11,751
========
Basic EPS per common share:
As reported ............... $ 0.62
========
Pro forma ................. 0.59
========
Diluted EPS per common share:
As reported ............... $ 0.61
========
Pro forma ................. 0.59
========
</TABLE>

A summary of the stock option activity for the nine months ended December
31, 1997 is as follows:

<TABLE>
<CAPTION>
SHARES WEIGHTED AVERAGE
(IN THOUSANDS) EXERCISE PRICE
---------------- -----------------
<S> <C> <C>
Options granted ................................ 2,975 $ 6.47
Options exercised .............................. -- --
Options cancelled .............................. 4 $ 6.47
Options outstanding, December 31, 1997 ......... 2,971 $ 6.47
Options exercisable, December 31, 1997 ......... -- --
</TABLE>

The weighted-average grant-date fair value of options granted during the
nine months ended December 31, 1997 was $1.82 per option. The weighted average
remaining contract life of the Company's outstanding stock options was 9.37
years at December 31, 1997.

PREDECESSOR COMPANY

During the three months ended March 31, 1997 and the years ended December
31, 1996 and 1995, certain employees of the Predecessor Company participated in
Lockheed Martin's stock option plans. All stock options granted had 10 year
terms and vested over a two year service period. Exercise prices of options
awarded in both years were equal to the market price of the stock on the date
of grant. Pro forma information regarding net earnings (loss) as required by
SFAS No. 123 has been determined as if the Predecessor Company had accounted
for its employee stock options under the fair value method. The fair value for
these options was estimated at the date of grant using a Black-Scholes option
pricing model with

F-31
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

the following weighted-average assumptions for the three months ended March 31,
1997, and the years ended December 31, 1996 and 1995, respectively: risk-free
interest rates of 5.58%, 5.58% and 6.64%; dividend yield of 1.70%; volatility
factors related to the expected market price of the Lockheed Martin's common
stock of .186, .186 and .216; weighted-average expected option life of five
years. The weighted-average fair values of options granted during 1997, 1996
and 1995 were $17.24, $17.24 and $16.09, respectively.

For the purposes of pro forma disclosures, the options' estimated fair
values are amortized to expense over the options' vesting periods. The
Predecessor Company's pro forma net loss for the three months ended March 31,
1997 and the years ended December 31, 1996 and 1995 were ($386), $11,531, and
($1,040), respectively.

15. COMMITMENTS AND CONTINGENCIES

The Company and the Predecessor Company lease certain facilities and
equipment under agreements expiring at various dates through 2011. At December
31, 1997, the Company's future minimum payments for noncancellable operating
leases with initial or remaining terms in excess of one year are as follows:

<TABLE>
<CAPTION>
OPERATING LEASES
---------------------------------------
REAL ESTATE EQUIPMENT TOTAL
------------- ----------- ---------
<S> <C> <C> <C>
1998 ............... $ 8,599 $295 $ 8,894
1999 ............... 7,734 244 7,978
2000 ............... 10,030 232 10,262
2001 ............... 8,926 29 8,955
2002 ............... 2,795 22 2,817
Thereafter ......... 14,393 -- 14,393
------- ---- -------
$52,477 $822 $53,299
======= ==== =======
</TABLE>

Real estate lease commitments have been reduced by minimum sublease
rentals of $22,106 due in the future under noncancellable subleases.

Leases covering major items of real estate and equipment contain renewal
and or purchase options which may be exercised by the Company and Predecessor
Company. Rent expense, net of sublease income from other Lockheed Martin
entities was $7,330 for the Company for the nine months ended December 31,
1997; $2,553 for the Predecessor Company for the three months ended March 31,
1997 and $8,495 and $4,772 for the Predecessor Company for the years ended
December 31, 1996 and 1995, respectively.

The Company is and the Predecessor Company has been engaged in providing
products and services under contracts with the U.S. Government and to a lesser
degree, under foreign government contracts, some of which are funded by the
U.S. Government. All such 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. Under government procurement regulations,
an indictment of the Company and the Predecessor Company by a federal grand
jury could result in the Company and the Predecessor Company being suspended
for a period of time from eligibility for awards of new government contracts. A
conviction could result in debarment from contracting with the federal
government for a specified term.

F-32
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

The decline in the U.S. defense budget since the mid-1980s has resulted in
program delays, cancellations and scope reduction for defense contracts in
general. These events may or may not have an effect on the Company's programs;
however, in the event that U.S. Government expenditures for products of the
type manufactured by the Company are reduced, and not offset by greater
commercial sales or other new programs or products, or acquisitions, there may
be a reduction in the volume of contracts or subcontracts awarded to the
Company.

Pursuant to the L-3 Acquisition Agreement, the Company has agreed to
assume certain on-site and off-site environmental liabilities related to events
or activities occurring prior to the consummation of the L-3 Acquisition.
Lockheed Martin has agreed to retain all environmental liabilities for all
facilities not used by the Businesses as of April 1997 and to indemnify fully
the Company for such prior site environmental liabilities. Lockheed Martin has
also agreed, for the first eight years following April 1997 to pay 50% of all
costs incurred by the Company above those reserved for on the Company's balance
sheet at March 31, 1997 relating to certain Company-assumed environmental
liabilities and, for the seven years thereafter, to pay 40% of certain
reasonable operation and maintenance costs relating to any environmental
remediation projects undertaken in the first eight years. The Company believes
that its total liability for known or reasonably probable environmental claims,
even without consideration of the Lockheed Martin indemnification, would not
either individually or collectively have a material adverse effect upon the
Company's financial condition or upon the results of its operations.

Management continually assesses the Company's obligations with respect to
applicable environmental protection laws. While it is difficult to determine
the timing and ultimate cost to be incurred by the Company in order to comply
with these laws, based upon available internal and external assessments, with
respect to those environmental loss contingencies of which management is aware,
the Company believes that even without considering potential insurance
recoveries, if any, there are no environmental loss contingencies that,
individually or in the aggregate, would be material to the Company's results of
operations. The Company accrues for these contingencies when it is probable
that a liability has been incurred and the amount of the loss can be reasonably
estimated.

The Company and the Predecessor Company have been periodically subject to
litigation, claims or assessments and various contingent liabilities (including
environmental matters) incidental to its business. With respect to those
investigative actions, items of litigation, claims or assessments of which they
are aware, management of the Company is of the opinion that the probability is
remote that, after taking into account certain provisions that have been made
with respect to these matters, the ultimate resolution of any such
investigative actions, items of litigation, claims or assessments will have a
material adverse effect on the financial position or results of operations of
the Company and the Predecessor Company.

16. PENSIONS AND OTHER EMPLOYEE BENEFITS

THE COMPANY

PENSIONS: The Company maintains a number of pension plans, both
contributory and noncontributory, covering certain employees. Eligibility for
participation in these plans varies and benefits are generally based on
members' compensation and years of service. The Company's funding policy is
generally to contribute in accordance with cost accounting standards that
affect government contractors, subject to the Internal Revenue Code and
regulations thereon. Plan assets are invested primarily in U.S. government and
agency obligations and listed stocks and bonds.

F-33
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Pension expense for the nine months ended December 31, 1997 includes the
following components:

<TABLE>
<CAPTION>
<S> <C>
Service cost ......................... $ 5,109
Interest cost ........................ 8,883
Actual return on plan assets ......... (11,285)
Net deferral ......................... 1,581
---------
Total pension cost ................... $ 4,288
=========
</TABLE>

The following presents the funded status and amounts recognized in the
balance sheet for the Company's pension plans:

<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------------------
ASSETS EXCEED ACCUMULATED
ACCUMULATED BENEFITS
BENEFITS EXCEED ASSETS
--------------- --------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits ..................................................... $13,742 $ 152,133
======= =========
Accumulated benefits ................................................ $13,825 $ 155,474
Effect of projected future salary increases ......................... 3,337 25,795
------- ---------
Projected benefits .................................................. $17,162 $ 181,269
======= =========
Plan assets at fair value ............................................. $18,172 $ 155,278
------- ---------
Plan assets in excess of (less than) projected benefit obligation ..... 1,010 (25,991)
Unrecognized net (gain) loss .......................................... (559) 5,683
------- ---------
Prepaid (accrued) pension cost ........................................ $ 451 $ (20,308)
======= =========
</TABLE>

The following assumptions were used in accounting for pension plans for
the Company:

<TABLE>
<CAPTION>
APRIL 1, 1997 DECEMBER 31, 1997
--------------- ------------------
<S> <C> <C>
Discount rate ............................. 7.50% 7.25%
Rate of increase in compensation .......... 5.00% 5.00%
Rate of return on plan assets ............. 9.00% 9.00%
</TABLE>

In connection with the Company's assumption of certain plan obligations
pursuant to the L-3 Acquisition, Lockheed Martin has provided the PBGC with
commitments to assume sponsorship or other forms of financial support under
certain circumstances. In this connection, the Company has provided certain
assurances to Lockheed Martin including, but not limited to, (i) continuing to
fund the pension plans consistent with prior practices and to the extent
deductible for tax purposes and, where appropriate, recoverable under
Government contracts, (ii) agreeing to not increase benefits under the pension
plans without the consent of Lockheed Martin, (iii) restricting the Company
from a sale of any businesses employing individuals covered by the pension
plans if such sale would not result in reduction or elimination of the Lockheed
Martin Commitment with regard to the specific plan and (iv) if the pension
plans were returned to Lockheed Martin, granting Lockheed Martin the right to
seek recovery from the Company of those amounts actually paid, if any, by
Lockheed Martin with regard to the pension plans after their return.

POST-RETIREMENT HEALTH CARE AND LIFE INSURANCE: In addition to providing
pension benefits, the Company provides certain health care and life insurance
benefits for retired employees and dependents at certain locations.
Participants are eligible for these benefits when they retire from active
service and meet the eligibility requirements for the Company's pension plans.
These benefits are funded primarily on a pay-as-you-go basis with the retiree
generally paying a portion of the cost through contributions, deductibles and
coinsurance provisions.

F-34
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Post-retirement health care and life insurance costs for the nine months
ended December 31, 1997 include the following components:

<TABLE>
<CAPTION>
<S> <C>
Service cost ....................................................... $ 466
Interest cost ...................................................... 840
------
Total post-retirement health care and life insurance costs ......... $1,306
======
</TABLE>

The following table presents the amounts recognized in the balance sheet
for the Company at December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
Accumulated post-retirement benefit obligation:
Retirees ........................................................... $ 4,702
Fully eligible plan participants ................................... 3,188
Other active plan participants ..................................... 10,990
-------
Total accumulated post-retirement benefit obligation ................. $18,880
Unrecognized net loss ................................................ 624
-------
Accrued post-retirement health care and life insurance costs ......... $18,256
=======
</TABLE>

Actuarial assumptions used in determining the December 31, 1997
accumulated post-retirement benefit obligation include a discount rate of
7.25%, an average rate of compensation increase of 5.0% and an assumed health
care cost trend rate of 6.5% in 1997 decreasing gradually to a rate of 4.5% by
the year 2001. The discount rate used at April 1, 1997 was 7.50%. The other
assumptions did not change from April 1, 1997. Increasing the assumed health
care cost trend rate by 1% would change the accumulated post-retirement
benefits obligation at December 31, 1997 by approximately $2,218 and the
aggregate service and interest cost components for the nine months ended
December 31, 1997 by approximately $81 and $113, respectively.

EMPLOYEE SAVINGS PLAN: Under its various employee savings plans, the
Company matches the contributions of participating employees up to a designated
level. The extent of the match, vesting terms and the form of the matching
contribution vary among the plans. Under these plans, the Company's matching
contributions, in cash, for the nine months ended December 31, 1997 was $3,742.

THE PREDECESSOR COMPANY

Certain of the Businesses for the Predecessor Company participated in
various Lockheed Martin-sponsored pension plans covering certain employees.
Eligibility for participation in these plans varies, and benefits are generally
based on members' compensation and years of service. Lockheed Martin's funding
policy was generally to contribute in accordance with cost accounting standards
that affect government contractors, subject to the Internal Revenue Code and
regulations. Since the aforementioned pension arrangements are part of certain
Lockheed Martin defined benefit plans, no separate actuarial data is available
for the portion allocable to the Businesses. Therefore, no liabilities or
assets are reflected in the accompanying combined financial statements of the
Predecessor Company as of December 31, 1996. The Businesses have been allocated
pension costs based upon participant employee headcount. Net pension expense
included in the accompanying combined financial statements of the Predecessor
Company was $1,848 for the three months ended March 31, 1997, and $7,027 and
$4,134, for the years ended December 31, 1996 and 1995, respectively.

In addition to participating in Lockheed Martin-sponsored pension plans,
certain of the Businesses of the Predecessor Company provided varying levels of
health care and life insurance benefits for retired employees and dependents.
Participants were eligible for these benefits when they retired from active

F-35
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

service and met the pension plan eligibility requirements. These benefits are
funded primarily on a pay-as-you-go basis with the retiree generally paying a
portion of the cost through contributions, deductibles and coinsurance
provisions. Since the aforementioned postretirement benefits are part of
certain Lockheed Martin postretirement arrangements, no separate actuarial data
is available for the portion allocable to the Businesses. Accordingly, no
liability is reflected in the accompanying combined financial statements as of
combined December 31, 1996 and 1995. The Businesses have been allocated
postretirement benefits cost based on participant employee headcount.
Postretirement benefit costs included in the accompanying combined financial
statements was $616 for the three months ended March 31, 1997 and $2,787 and
$2,124 for the years ended December 31, 1996 and 1995, respectively. Under
various employee savings plans sponsored by Lockheed Martin, the Predecessor
Company matched contributions of participating employees up to a designated
level. Under these plans the matching contributions for the three months ended
March 31, 1997 and for the years ended December 31, 1996 and 1995 were $1,241,
$3,940 and $1,478, respectively.

17. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures to the consolidated statement of cash flows are
as follows:

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
------------------- --------------------------------
YEAR ENDED
DECEMBER 31,
NINE MONTHS THREE MONTHS --------------
ENDED ENDED
DECEMBER 31, 1997 MARCH 31, 1997 1996 1995
------------------- --------------- ------ -----
<S> <C> <C> <C> <C>
Interest paid ............. $21,245 -- -- --
======= == == ==
Income taxes paid ......... $ 109 -- -- --
======= == == ==
</TABLE>

The Company issued $45,000 of Holdings Class A Common Stock to Lockheed
Martin in a non-cash transaction as partial consideration paid to Lockheed
Martin for the L-3 Acquisition.

18. SALES TO PRINCIPAL CUSTOMERS

The Company and the Predecessor Company operate primarily in one industry
segment, government electronic systems. Sales to principal customers are as
follows:

<TABLE>
<CAPTION>
COMPANY PREDECESSOR COMPANY
-------------- --------------------------------------------
THREE
NINE MONTHS YEAR YEAR
MONTHS ENDED ENDED ENDED ENDED
DECEMBER 31, MARCH 31, DECEMBER 31, DECEMBER 31,
1997 1997 1996 1995
-------------- ----------- -------------- -------------
<S> <C> <C> <C> <C>
U.S. Government Agencies ......... $434,020 $128,505 $425,033 $161,617
Foreign (principally foreign
governments) ................... 12,090 13,612 33,475 4,945
Other (principally U.S.
commercial) .................... 100,415 16,756 84,573 219
-------- -------- -------- --------
$546,525 $158,873 $543,081 $166,781
======== ======== ======== ========
</TABLE>

19. OTHER TRANSACTIONS WITH LOCKHEED MARTIN

The Company and the Predecessor Company sell products to Lockheed Martin
and its affiliates, net sales for which were $60,402 for the nine months ended
December 31, 1997; $21,171 for the three months ended March 31, 1997 and
$70,658 and $25,874 for the years ended December 31, 1996 and 1995,
respectively. Included in Contracts in Process are receivables from Lockheed
Martin and its affiliates of $8,846 and $10,924 at December 31, 1997 and 1996,
respectively.

F-36
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Lockheed Martin provides the Company information systems and other
services and previously provided similar services to the Predecessor Company
for which the Company and the Predecessor Company were charged $13,690, $4,210,
$20,901 and $20,508 for the nine months ended December 31, 1997, the three
months ended March 31, 1997 and the years ended December 31, 1996 and 1995,
respectively.

In December 1997, pursuant to an agreement among the shareholders of the
Company effective April 30, 1997, Lockheed Martin and Messrs. Lanza and LaPenta
sold 236,000 shares to the Company at a price of $6.47 per share conditioned
upon the Company's immediate resale of such shares to certain management
investors (other than Messrs. Lanza and LaPenta) at the same $6.47 price per
share. In connection with the resale, the Company made recourse loans to
certain of those management investors aggregating approximately $679 which are
due in two installments in March 1998 and 1999. These amounts have been
included in other assets in the Company's accompanying balance sheet.

The Predecessor Company relied on Lockheed Martin for certain services,
including treasury, cash management, employee benefits, taxes, risk management,
internal audit, financial reporting, contract administration and general
corporate services. Although certain assets, liabilities and expenses related
to these services have been allocated to the Businesses, the combined financial
position, results of operations and cash flows presented in the accompanying
combined financial statements would not be the same had the Businesses been
independent entities.

The amount of allocated corporate expenses to the Predecessor Company and
reflected in these combined financial statements was estimated based primarily
on an allocation methodology prescribed by government regulations pertaining to
government contractors. Allocated costs to the Businesses were $5,208 for the
three months ended March 31, 1997, and $10,057 and $2,964 for the years ended
December 31, 1996 and 1995, respectively.

20. SUBSEQUENT EVENTS

In February 1998, the Company purchased substantially all the assets and
liabilities of the Satellite Transmission Systems division of California
Microwave, Inc. The purchase price of $27,000 is subject to adjustment based on
closing net assets. The Company used cash on hand to fund the purchase price.

On December 22, 1997, the Company signed a definitive agreement to
purchase substantially all the assets and liabilities of the Ocean Systems
division of AlliedSignal Inc. The purchase price of $67,500, subject to
adjustment based on closing net working capital, will be financed through cash
on hand and/or borrowings available under the Senior Credit Facilities.

In February 1998, the Company entered into a definitive agreement to
purchase the assets of ILEX Systems ("ILEX") for $51,900 in cash and additional
consideration based on post-acquisition performance of ILEX.

The acquisition of ILEX and Ocean Systems are expected to close during the
first quarter of 1998. The company plans to finance the purchase prices using
its cash on hand and available borrowings under its revolving credit facility.

In February 1998, the Company filed a registration statement with the
Securities and Exchange Commission ("SEC") for the sale of $150,000 aggregate
principal amount of Senior Subordinated Notes due 2008 (the "Notes Offering"),
and concurrently with the Notes Offering, Holdings filed a registration
statement with the SEC for the sale of 5.5 million shares of common stock of
Holdings.

F-37
<PAGE>

L-3 COMMUNICATIONS HOLDINGS, INC.

NOTES TO CONSOLIDATED (COMBINED) FINANCIAL STATEMENTS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
COMPANY PREDECESSOR
FOR THE QUARTERS ENDED COMPANY
------------------------------------------------------- ---------------
DEC. 31, 1997 SEPT. 30, 1997 JUNE 30, 1997(a) March 31, 1997
--------------- ---------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Sales ..................... $ 203,673 $ 174,822 $168,030 $158,873
Operating income .......... 22,881 17,854 10,711 7,936
Net income (loss) ......... 8,348 5,276 (1,319) (258)
Basic EPS ................. $ 0.42 $ 0.26 $ (0.07)
Diluted EPS ............... $ 0.42 $ 0.26 $ (0.07)
</TABLE>

<TABLE>
<CAPTION>
PREDECESSOR COMPANY
--------------------------------------------------
DEC. 31, SEPT. 30, JUNE 30, MARCH 31,
1996 1996 1996 1996
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Sales ..................... $178,040 $158,594 $165,294 $41,153
Operating income .......... 20,564 12,197 9,254 1,676
Net income (loss) ......... 8,401 3,055 737 (497)
</TABLE>

(a) Includes a 4,410 ($0.22 per share) noncash compensation charge.

F-38
<PAGE>

LORAL ACQUIRED BUSINESSES

COMBINED FINANCIAL STATEMENTS

For the three months ended March 31, 1996 and the year ended December 31, 1995

F-39
<PAGE>

REPORT OF INDEPENDENT AUDITORS

Board of Directors of
L-3 Communications Holdings, Inc.:

We have audited the accompanying combined statements of operations and
cash flows for the Loral Acquired Businesses as defined in Note 1 (the
"Businesses") for the three months ended March 31, 1996 and the year ended
December 31, 1995. These financial statements are the responsibility of the
Businesses' management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined results of the operations and cash flows
of the Businesses for the three months ended March 31, 1996 and the year ended
December 31, 1995, in conformity with generally accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

1301 Avenue of the Americas
New York, New York 10019
March 20, 1997

F-40
<PAGE>

LORAL ACQUIRED BUSINESSES

COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
MARCH 31, 1996 DECEMBER 31, 1995
---------------- ------------------
<S> <C> <C>
Sales .............................. $132,200 $448,165
Cost and expenses .................. 124,426 424,899
-------- --------
Operating income ................... 7,774 23,266
Allocated interest expense ......... 4,365 20,799
-------- --------
Income before income taxes ......... 3,409 2,467
Income taxes ....................... 1,292 854
-------- --------
Net income ......................... $ 2,117 $ 1,613
======== ========
</TABLE>

See notes to combined financial statements.

F-41
<PAGE>

LORAL ACQUIRED BUSINESSES

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED YEAR ENDED
MARCH 31, 1996 DECEMBER 31, 1995
---------------- ------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income ........................................... $ 2,117 $ 1,613
Depreciation and amortization ........................ 5,011 20,625
Changes in operating assets and liabilities
Contracts in process ................................ (11,382) 7,327
Other current assets ................................ (3,436) 890
Other assets ........................................ 2,437 6,736
Accounts payable and accrued liabilities ............ 4,525 (4,533)
Other current liabilities ........................... 3,348 4,428
Other liabilities ................................... (452) 117
--------- ----------
Net cash from operating activities ................... 2,168 37,203
--------- ----------
INVESTING ACTIVITIES:
Acquisition of business .............................. -- (214,927)
Capital expenditures ................................. (3,962) (12,683)
Disposition of property, plant and equipment ......... 187 4,342
--------- ----------
(3,775) (223,268)
--------- ----------
FINANCING ACTIVITIES:
Advances from (repayments to) Loral .................. $ 1,607 $ 186,065
--------- ----------
Net change in cash ................................... -- --
========= ==========
</TABLE>

See notes to combined financial statements.

F-42
<PAGE>

LORAL ACQUIRED BUSINESSES

NOTES TO COMBINED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

1. BACKGROUND AND DESCRIPTION OF BUSINESS

On January 31, 1997, Lockheed Martin Corporation ("Lockheed Martin"),
Lehman Brothers Holdings Inc. ("Lehman"), Frank C. Lanza ("Lanza") and Robert
V. LaPenta ("LaPenta") entered into a Memorandum of Understanding ("MOU")
regarding the transfer of certain businesses of Lockheed Martin to a newly
formed corporation ("Newco") to be owned by Lockheed Martin, Lehman, Lanza and
LaPenta. The businesses proposed to be transferred (the "Loral Acquired
Businesses" or "Businesses") include Lockheed Martin's Wideband Systems
Division and the Products Group, comprised of ten autonomous operations, all of
which were acquired by Lockheed Martin effective April 1, 1996 as part of the
acquisition by Lockheed Martin of the defense electronics business of Loral
Corporation ("Loral"). Also included in the transaction is the acquisition of a
semiconductor product line of another business and certain leasehold
improvements in New York City.

The Businesses are leading suppliers of sophisticated secure communication
systems, microwave communication components, avionic and instrumentation
products and other products and services to major aerospace and defense
contractors as well as the U.S. Government. The Businesses operate primarily in
one industry segment, communication systems and products.

Substantially all the Businesses' products are sold to agencies of the
United States Government, primarily the Department of Defense, to foreign
government agencies or to prime contractors or subcontractors thereof. All
domestic government contracts and subcontracts of the Businesses are subject to
audit, various cost controls and include standard provisions for termination
for the convenience of the government. Multi-year government contracts and
related orders are subject to cancellation if funds for contract performance
for any subsequent year become unavailable. Foreign government contracts
generally include comparable provisions relating to termination for the
convenience of the government.

The decline in the U.S. defense budget since the mid 1980s has resulted in
program delays, cancellations and scope reductions for defense contractors in
general. These events may or may not have an effect on the Businesses'
programs; however, in the event that expenditures for products of the type
manufactured by the Businesses are reduced, and not offset by greater foreign
sales or other new programs or products, or acquisitions, there may be a
reduction in the volume of contracts or subcontracts awarded to the Businesses.

The Businesses' operations, as presented herein, include allocations and
estimates of certain expenses of Loral based upon estimates of services
performed by Loral that management of the Businesses believe are reasonable.
Such services include treasury, cash management, employee benefits, taxes, risk
management, internal audit and general corporate services. Accordingly, the
results of operations and cash flows as presented herein may not be the same as
would have occurred had the Businesses been independent entities.

2. BASIS OF PRESENTATION

BASIS OF COMBINATION

The accompanying combined financial statements reflect the Businesses'
assets, liabilities and operations included in Loral Corporation's historical
financial statements that will be transferred to Newco. All significant
intercompany transactions and amounts have been eliminated. The combined
financial statements do not include the operations of telecommunications switch
product line which will not be transferred and was exited in 1995. Also, the
assets and operations of the semiconductor product line and certain other
facilities which are not material to the Businesses have been excluded from the
financial statements.

F-43
<PAGE>

LORAL ACQUIRED BUSINESSES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

ALLOCATION OF CORPORATE EXPENSES

The amount of corporate office expenses reflected in these financial
statements has been estimated based primarily on the allocation methodology
prescribed by government regulations pertaining to government contractors,
which management of the Businesses believes to be a reasonable allocation
method.

INCOME TAXES

The Businesses were included in the consolidated Federal income tax return
and certain combined and separate state and local income tax returns of Loral.
However, for the purposes of these financial statements, the provision for
income taxes was allocated based upon reported income before income taxes. Such
provision was recorded through the advances from (repayments to) Loral account.

INTEREST EXPENSE

Interest expense has been allocated to the Businesses by applying Loral's
weighted average consolidated interest rate to the portion of the beginning of
the period invested equity account deemed to be financed by consolidated debt,
which amount has been determined based on Loral's debt to equity ratio on such
date, except that the acquisition of Wideband Systems has been assumed to be
fully financed by debt.

STATEMENTS OF CASH FLOWS

The Businesses participated in Loral's cash management system, under which
all cash was received and payments made by Loral. All transactions between the
Businesses and Loral have been accounted for as settled in cash on the date
such transactions were recorded by the Businesses.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONTRACTS IN PROCESS

Sales on long-term production-type contracts are recorded as units are
shipped; profits applicable to such shipments are recorded pro rata, based upon
estimated total profit at completion of the contract. Sales and profits on cost
reimbursable contracts are recognized as costs are incurred. Sales and
estimated profits under other long-term contracts are recognized under the
percentage of completion method of accounting using the cost-to-cost method.
Amounts representing contract change orders or claims are included in sales
only when they can be reliably estimated and realization is probable. Incentive
fees and award fees enter into the determination of contract profits when they
can be reliably estimated.

Costs accumulated under long-term contracts include direct costs as well
as manufacturing, overhead, and for government contracts, general and
administrative, independent research and development and bid and proposal
costs. Losses on contracts are recognized when determined. Revisions in profit
estimates are reflected in the period in which the facts which require the
revision become known.

DEPRECIATION AND AMORTIZATION

Depreciation is provided primarily on the straight-line method over the
estimated useful lives of the related assets. Leasehold improvements are
amortized over the shorter of the lease term or the estimated useful life of
the improvements. The excess of the cost of purchased businesses over the fair
value of the net assets acquired is being amortized using a straight-line
method generally over a 40-year period.

F-44
<PAGE>

LORAL ACQUIRED BUSINESSES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

The carrying amount of cost in excess of net assets acquired is evaluated
on a recurring basis. Current and future profitability as well as current and
future undiscounted cash flows, excluding financing costs, of the underlying
businesses are primary indicators of recoverability. There were no adjustments
to the carrying amount of cost in excess of net assets acquired resulting from
these evaluations during the periods presented.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires the Businesses' 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 revenue and expenses
during the reporting period. The most significant of these estimates and
assumptions relate to contract estimates of sales and costs, cost allocations
from Loral, including interest and income taxes, recoverability of recorded
amounts of fixed assets and cost in excess of net assets acquired, litigation
and environmental obligations. Actual results could differ from these
estimates.

NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 1996, the Businesses adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets to Be Disposed Of" ("SFAS 121"). SFAS 121 establishes the accounting
standards for the impairment of long-lived assets, certain intangible assets
and cost in excess of net assets and certain intangible assets to be disposed
of. The impact of adopting SFAS 121 was not material.

Effective January 1, 1994, the Businesses adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits" ("SFAS 112"). SFAS 112 requires that the costs of benefits provided
to employees after employment but before retirement be recognized on an accrual
basis. The adoption of SFAS 112 did not have a material impact on the results
of operations of the Businesses.

4. ACQUISITIONS

Effective May 1, 1995, Loral acquired substantially all the assets and
liabilities of the Defense Systems operations of Unisys Corporation, which
included the Wideband Systems Division. The acquisition has been accounted for
as a purchase. As such, the accompanying combined financial statements reflect
the results of operations of the Wideband Systems Division from the effective
date of acquisition, including the amortization of an allocated portion of cost
in excess of net assets acquired resulting from the acquisition. Such
allocation was based on the sales and profitability of the Wideband Systems
Divisions relative to the aggregate sales and profitability of the defense
systems operations acquired by Loral. The assets and liabilities recorded in
connection with the purchase price allocation were $240,525 and $25,598,
respectively.

Had the acquisition of the Wideband Systems Division occurred on January
1, 1995, the unaudited pro forma sales and net income for the year ended
December 31, 1995 would have been $524,355 and $504,780, respectively. The
results, which are based on various assumptions, are not necessarily indicative
of what would have occurred had the acquisition been consummated as of January
1, 1995.

F-45
<PAGE>

LORAL ACQUIRED BUSINESSES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

5. OPERATING EXPENSES

The following expenses have been included in the statements of operations:

<TABLE>
<CAPTION>
THREE YEAR
MONTHS ENDED ENDED
MARCH 31, 1996 DECEMBER 31, 1995
---------------- ------------------
<S> <C> <C>
General and administrative expenses ...................... $23,558 $90,757
Independent research and development, and bid and proposal
costs ................................................... $ 5,587 $21,370
</TABLE>

6. INCOME TAXES

The provision for income taxes was calculated by applying Loral's
statutory tax rates to the reported pre-tax book income after considering items
that do not enter into the determination of taxable income and tax credits
reflected in the consolidated provision which are related to the Businesses. It
is estimated that deferred income taxes represent approximately $714,000 and
$2,857,000 of the provisions for income taxes reflected in these financial
statements for the three months ended March 31, 1996 and the year ended
December 31, 1995. The principal components of deferred income taxes are
contract accounting methods, property plant and equipment, goodwill
amortization, and timing of accruals. Substantially all of the Businesses'
income is from domestic operations.

The following is a reconciliation of the statutory rate to the effective
tax rates reflected in the financial statements:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------
1996 1995
---------- ----------
<S> <C> <C>
Statutory Federal income tax rate ............................. 35.0% 35.0%
Research and development and other tax credits ................ -- (18.6)
State and local income taxes, net of Federal income tax benefit
and state and local income tax credits ....................... 3.9 (.3)
Foreign sales corporation tax benefit ......................... (2.2) ( 3.0)
Amortization of goodwill ...................................... 6.3 35.1
Other, net .................................................... (5.1) (13.6)
---- -----
Effective income tax rate ..................................... 37.9% 34.6%
==== =====
</TABLE>

7. INTEREST EXPENSE

Interest expense was calculated using the following balances and interest
rates:

<TABLE>
<CAPTION>
THREE YEAR
MONTHS ENDED ENDED
MARCH 31, 1996 DECEMBER 31, 1995
---------------- ------------------
<S> <C> <C>
Invested Equity ................................... $ 453,062 $ 265,384
Interest Rate ..................................... 7.40% 7.87%
Wideband Systems Allocated Purchase Price ......... -- $ 214,927
Interest Rate ..................................... -- 7.40%
</TABLE>

F-46
<PAGE>

LORAL ACQUIRED BUSINESSES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

8. COMMITMENTS AND CONTINGENCIES

The Businesses lease certain facilities and equipment under agreements
expiring at various dates through 2011. Leases covering major items of real
estate and equipment contain renewal and/or purchase options which may be
exercised by the Businesses. Rent expense for the three months ended March 31,
1996 was $1,063. Rent expense for the year ended December 31, 1995 was $4,276.

Management is continually assessing its obligations with respect to
applicable environmental protection laws. While it is difficult to determine
the timing and ultimate cost to be incurred by the Businesses in order to
comply with these laws, based upon available internal and external assessments,
the Businesses believe that even without considering potential insurance
recoveries, if any, there are no environmental loss contingencies that,
individually or in the aggregate, would be material to the Businesses'
operations. The Businesses accrue for these contingencies when it is probable
that a liability has been incurred and the amount of the loss can be reasonably
estimated. The Businesses believe that it has adequately accrued for future
expenditures in connection with environmental matters and that such
expenditures will not have a material adverse effect on its financial position
or results of operations.

There are a number of lawsuits or claims pending against the Businesses
and incidental to its business. However, in the opinion of management, the
ultimate liability on these matters, if any, will not have a material adverse
effect on the financial position or results of operations of the Businesses.

9. PENSIONS AND OTHER EMPLOYEE BENEFITS

PENSIONS

The Businesses participate in various Loral-sponsored pension plans both
contributory and non-contributory covering certain employees. Eligibility for
participation in these plans varies, and benefits are generally based on
members' compensation and years of service. Loral's funding policy was
generally to contribute in accordance with cost accounting standards that
affect government contractors, subject to the Internal Revenue code and
regulations thereon. Since the aforementioned pension arrangements were part of
certain Loral defined benefit or defined contribution plans, no separate
actuarial data was available for the Businesses. The Businesses have been
allocated their share of pension costs based upon participation employee
headcount. Net pension expense, which approximates the amount funded, included
in the accompanying financial statements was $1,234 and $4,391 for the three
months ended March 31, 1996 and the year ended December 31, 1995, respectively.

POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

In addition to participating in Loral-sponsored pension plans, the
Businesses provide certain health care and life insurance benefits for retired
employees and dependents at certain locations. Participants are eligible for
these benefits when they retire from active service and meet the pension plan
eligibility requirements. These benefits are funded primarily on a
pay-as-you-go basis with the retiree generally paying a portion of the cost
through contributions, deductibles and coinsurance provisions. Since the
aforementioned postretirement benefits were part of certain Loral
postretirement arrangements, no separate actuarial data is available for the
Businesses. The Businesses have been allocated postretirement benefit costs
based upon participant employee headcount. Post-retirement benefits costs
included in the accompanying financial statements were $402 and $1,646 for the
three months ended March 31, 1996 and the year ended December 31, 1995,
respectively.

EMPLOYEE SAVINGS PLANS

Under various employee savings plans sponsored by Loral, the Businesses
matched the contributions of participating employees up to a designated level.
The extent of the match, vesting terms and the form

F-47
<PAGE>

LORAL ACQUIRED BUSINESSES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(DOLLARS IN THOUSANDS)

of the matching contribution vary among the plans. Under these plans, the
matching contributions, in cash, common stock or both, for the three months
ended March 31, 1996 and the year ended December 31, 1995 were $634 and $1,879,
respectively.

10. SALES TO PRINCIPAL CUSTOMERS

The Businesses operate primarily in one industry segment, electronic
components and systems. Sales to principal customers are as follows:

<TABLE>
<CAPTION>
THREE YEAR
MONTHS ENDED ENDED
MARCH 31, 1996 DECEMBER 31, 1995
---------------- ------------------
<S> <C> <C>
U.S. Government Agencies .......................... $ 94,993 $328,476
Foreign (principally foreign governments) ......... 16,838 62,549
Other (principally commercial) .................... 20,369 57,140
-------- --------
$132,200 $448,165
======== ========
</TABLE>

Foreign sales comprise the following:

<TABLE>
<CAPTION>
THREE YEAR
MONTHS ENDED ENDED
MARCH 31, 1996 DECEMBER 31, 1995
---------------- ------------------
<S> <C> <C>
Export sales
Asia ........................ $ 4,056 $19,248
Middle East ................. 3,648 4,147
Europe ...................... 6,275 26,283
Other ....................... 2,859 12,871
------- -------
Total foreign sales ......... $16,838 $62,549
======= =======
</TABLE>

11. RELATED PARTY TRANSACTIONS

The Businesses had a number of transactions with Loral and its affiliates.
Management believes that the arrangements are as favorable to the Businesses as
could be obtained from unaffiliated parties. The following describe the related
party transactions.

Loral allocated certain operational, administrative, legal and other
services to the Businesses. Costs allocated to the Businesses were $1,827 and
$6,535 for the three months ended March 31, 1996 and the year ended December
31, 1995, respectively. The Businesses sold products to Loral and its
affiliates. Net sales to Loral were $14,840 for the three months ended March
31, 1996 and were $54,600 in 1995. Net sales to Space Systems/Loral were $2,471
for the three months ended March 31, 1996 and were $4,596 in 1995. Net sales to
K&F Industries were $1,173 for the three months ended March 31, 1996 and were
$2,415 in 1995.

F-48
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF CALIFORNIA MICROWAVE, INC.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

As of December 31, 1997 and for the

six months ended December 31, 1997 and 1996

F-49
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

BALANCE SHEET (UNAUDITED)

DECEMBER 31, 1997
(In Thousands)

<S> <C>
ASSETS
Current assets:
Accounts receivable, less $554 allowance for doubtful accounts ......... $ 22,204
Inventories ............................................................ 10,382
---------
Total current assets .................................................... 32,586
Property, plant and equipment, at cost .................................. 21,663
Less accumulated depreciation and amortization .......................... (14,467)
---------
Net property and equipment .............................................. 7,196
Other assets ............................................................ 15
---------
Total assets ............................................................ $ 39,797
=========
LIABILITIES AND DIVISION EQUITY
Current liabilities:
Accounts payable ....................................................... $ 6,508
Accrued liabilities .................................................... 3,703
Current portion of long-term debt ...................................... 200
---------
Total current liabilities ............................................... 10,411
Long-term debt .......................................................... 1,330
---------
Total liabilities ....................................................... 11,741
Commitments
Division equity ......................................................... 28,056
---------
Total liabilities and Division equity ................................... $ 39,797
=========
</TABLE>

See accompanying notes.

F-50
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

STATEMENTS OF OPERATIONS (UNAUDITED)
(In Thousands)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
Net sales ................................... $ 24,551 $ 38,770
Cost of products sold ....................... 23,226 42,530
-------- ---------
Gross margin ................................ 1,325 (3,760)
-------- ---------
Expenses:
Research and development ................... 712 721
Marketing and administration ............... 5,123 8,064
Amortization of intangible assets .......... -- 72
-------- ---------
Total expenses .............................. 5,835 8,857
-------- ---------
Operating loss .............................. (4,510) (12,617)
Interest expense ............................ (43) (70)
Interest income ............................. -- 5
-------- ---------
Loss before income tax benefit .............. (4,553) (12,682)
Allocated benefit from income taxes ......... 1,639 4,185
-------- ---------
Net loss .................................... $ (2,914) $ (8,497)
======== =========
</TABLE>

See accompanying notes.

F-51
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ............................................................. $ (2,914) $ (8,497)
Adjustments for noncash items:
Amortization of intangible assets ................................... -- 72
Depreciation and amortization of property, plant and equipment ..... 780 1,200
Loss on sale of assets ............................................. -- 151
Provision for doubtful accounts .................................... 66 750
Changes in asset and liability accounts:
Accounts receivable ................................................. 6,053 16,124
Inventories ......................................................... (2,644) 6,789
Prepaid expenses and other assets ................................... 85 213
Accounts payable .................................................... (1,256) (10,238)
Accrued liabilities ................................................. 132 (208)
-------- ---------
Net cash provided by operations ...................................... 302 6,356
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ................................................. (160) (1,072)
Proceeds from sale of building ....................................... -- 1,617
-------- ---------
Net cash provided by (used in) investing activities .................. (160) 545
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt ........................................... (100) (200)
Net cash provided to CMI ............................................. (42) (6,701)
-------- ---------
Net cash used in financing activities ................................ (142) (6,901)
-------- ---------
Cash and cash equivalents ............................................ $ -- $ --
======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the six month period for interest ................... $ 36 $ 32
======== =========
</TABLE>

See accompanying notes.

F-52
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

SIX MONTHS ENDED DECEMBER 31, 1996 AND 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited financial statements include the operations of
the Satellite Transmission Systems Division ("STS" or the "Division") of
California Microwave, Inc. ("CMI" or the "Company"). The Division is a global
satellite communication systems integrator providing hardware, software and
services for turnkey projects to large commercial customers, principally
domestic and foreign telephone companies and major common carriers and to the
U.S. and foreign governments.

These financial statements are presented as if the Division had existed as
an entity separate from CMI during the periods presented and include the
historical assets, liabilities, sales and expenses that are directly related to
the Division's operations. However, these financial statements are not
necessarily indicative of the financial position and results of operations
which would have occurred had the Division been an independent entity.

The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six-month periods ended December 31, 1996 and 1997
are not necessarily indicative of the results that may be expected for the
years ended June 30, 1997 and 1998. For further information, refer to the
financial statements and footnotes thereto included in the Division's financial
statements for the year ended June 30, 1997.

USE OF ESTIMATES; RISKS AND UNCERTAINTIES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Significant estimates are used in determining the
collectibility of accounts receivable, warranty costs, inventory realization,
profitability on long-term contracts, restructuring reserves, recoverability of
property, plant and equipment, and contingencies. Actual results could differ
from estimates.

INVENTORIES AND COST OF PRODUCTS SOLD

Inventories are recorded at the lower of cost or market. Project
inventories are transferred to cost of products sold at the time revenue is
recognized based on the estimated total manufacturing costs and total contract
prices under each contract. Losses on contracts are recognized in full when the
losses become determinable. The cost of other inventories is generally based on
standard costs which approximate actual costs determined by the first-in,
first-out method.

F-53
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

2. INVENTORIES

Inventories consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1997
---------------
(In Thousands)
<S> <C>
Projects in process ............................................. $ 9,351
Less: progress billings ......................................... 1,547
-------
7,804
Product inventories, principally materials and supplies ......... 2,578
-------
Total ........................................................... $10,382
=======
</TABLE>

3. CORPORATE ALLOCATIONS

CMI allocates corporate expenses on a value-added basis to each division,
which CMI believes results in a reasonable allocation of such costs. The
accompanying financial statements reflect charges for general corporate
administrative expenses incurred by CMI which amounted to approximately
$832,000 and $793,000 for the six months ended December 31, 1996 and 1997,
respectively.

No interest is allocated by CMI to the Division.

The Division is charged for its proportional share of CMI's self-insured
medical plan. Such charges amounted to $1,015,000 and $732,000 for the six
months ended December 31, 1996 and 1997, respectively.

In addition, there were direct charges from CMI as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
----------------
1997 1996
------ -------
(In Thousands)
<S> <C> <C>
Marketing .......................... $304 $389
General and administrative ......... -- 142
---- ----
Total .............................. $304 $531
==== ====
</TABLE>

The Division believes that the direct charges from CMI were reasonable
during the periods presented.

4. RESTRUCTURING

During fiscal 1997, a comprehensive review of the Division's operations
was performed, including a review of inventory levels, product development and
migration plans and facility and personnel needs. It was determined to focus
the Division on potentially higher margin products. This resulted in the
write-down of certain inventories and the restructuring of the Division's
operations. During the six month period ended December 31, 1996 inventory and
other charges of $10,300,000, arising from this review, were included in cost
of products sold. During February 1997, additional charges of $800,000 relating
to excess facilities and severance were recorded. There are no remaining cash
outlays associated with the restructuring at December 31, 1997.

F-54
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

5. OTHER

In November 1997, the Division recorded a $1 million charge to cost of
sales relating to a contract with a customer in Sudan. The President of the
United States imposed economic sanctions on Sudan which banned U.S. companies
from doing business in Sudan and as a result, the Division could not continue
to perform under the existing contract. Based upon this, the contract was
terminated and the Division has been released from further performance
requirements.

On December 19, 1997, L-3 Communications Corporation, an unrelated party,
reached an agreement to purchase from CMI substantially all of the assets of
the Division, and to assume certain of the liabilities of the Division, for
approximately $27 million in cash. The final purchase price is subject to
adjustment based on the net assets of the Division at the closing date of the
transaction.

F-55
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF CALIFORNIA MICROWAVE, INC.

FINANCIAL STATEMENTS

As of June 30, 1997 and 1996 and for the

years ended June 30, 1997, 1996 and 1995

F-56
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
California Microwave, Inc.

We have audited the accompanying balance sheets of the Satellite
Transmission Systems Division of California Microwave, Inc. (the "Company") as
of June 30, 1997 and 1996, and the related statements of operations and cash
flows for each of the three years in the period ended June 30, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Satellite Transmission
Systems Division of California Microwave, Inc., as of June 30, 1997 and 1996,
and the results of its operations and its cash flows for each of the three
years in the period ended June 30, 1997 in conformity with generally accepted
accounting principles.

/s/ Ernst & Young LLP

Melville, New York
January 27, 1998

F-57
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

BALANCE SHEETS
(In Thousands)

<TABLE>
<CAPTION>
JUNE 30,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Accounts receivable, less $140 and $508 allowance for doubtful
accounts in 1996 and 1997 ............................................. $ 28,323 $ 46,750
Inventories ............................................................. 7,738 10,412
Prepaid expenses and other assets ....................................... 77 121
--------- ---------
Total current assets ..................................................... 36,138 57,283
Property, plant and equipment, at cost ................................... 21,503 21,378
Less accumulated depreciation and amortization ........................... (13,687) (12,984)
--------- ---------
Net property and equipment ............................................... 7,816 8,394
Intangible assets, net of accumulated amortization of $2,268 in 1996...... -- 2,032
Other assets ............................................................. 23 2,045
--------- ---------
Total assets ............................................................. $ 43,977 $ 69,754
========= =========
LIABILITIES AND DIVISION EQUITY
Current liabilities:
Accounts payable ........................................................ $ 7,764 $ 19,548
Accrued liabilities ..................................................... 3,571 3,584
Current portion of long-term debt ....................................... 100 200
--------- ---------
Total current liabilities ................................................ 11,435 23,332
Long-term debt ........................................................... 1,530 1,630
--------- ---------
Total liabilities ........................................................ 12,965 24,962
Commitments
Division equity .......................................................... 31,012 44,792
--------- ---------
Total liabilities and Division equity .................................... $ 43,977 $ 69,754
========= =========
</TABLE>

See accompanying notes.

F-58
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

STATEMENTS OF OPERATIONS
(In Thousands)

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
-----------------------------------------
1997 1996 1995
------------ ----------- ------------
<S> <C> <C> <C>
Net sales ................................................. $ 68,037 $124,393 $ 94,271
Cost of products sold ..................................... 65,724 102,399 86,335
--------- -------- --------
Gross margin .............................................. 2,313 21,994 7,936
--------- -------- --------
Expenses:
Research and development ................................. 1,360 2,540 2,288
Marketing and administration ............................. 14,154 13,295 12,655
Amortization and write-down of intangible assets ......... 2,032 171 171
Restructuring ............................................ 800 -- 2,446
--------- -------- --------
Total expenses ............................................ 18,346 16,006 17,560
--------- -------- --------
Operating (loss) income ................................... (16,033) 5,988 (9,624)
Interest expense .......................................... (65) (69) (98)
Interest income ........................................... 40 11 3
--------- -------- --------
(Loss) income before income tax benefit (expense) ......... (16,058) 5,930 (9,719)
Allocated benefit (expense) from income taxes ............. 4,676 (2,135) 3,207
--------- -------- --------
Net (loss) income ......................................... $ (11,382) $ 3,795 $ (6,512)
========= ======== ========
</TABLE>

See accompanying notes.

F-59
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

STATEMENTS OF CASH FLOWS
(In Thousands)

<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
-------------------------------------------
1997 1996 1995
------------- ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income ........................................... $ (11,382) $ 3,795 $ (6,512)
Adjustments for noncash items:
Amortization and write-down of intangible assets ........... 2,032 171 171
Depreciation and amortization of property, plant and
equipment ................................................ 1,639 1,746 1,848
Loss on sale of assets ..................................... 77 140 64
Provision for doubtful accounts ............................ 750 100 150
Changes in asset and liability accounts:
Accounts receivable ........................................ 17,677 (17,019) 14,937
Inventories ................................................ 2,674 12,243 (8,211)
Prepaid expenses and other assets .......................... 449 1,449 5,627
Accounts payable ........................................... (11,783) 5,736 (3,747)
Accrued and other liabilities .............................. (14) (1,697) 1,895
--------- --------- --------
Net cash provided by operations ............................. 2,119 6,664 6,222
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ........................................ (1,138) (1,099) (1,881)
Proceeds from sale of building .............................. 1,617 -- --
--------- --------- --------
Net cash (used in) provided by investing activities ......... 479 (1,099) (1,881)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long-term debt .................................. (200) (100) (200)
Net cash provided to CMI .................................... (2,398) (5,465) (4,141)
--------- --------- --------
Net cash used in financing activities ....................... (2,598) (5,565) (4,341)
--------- --------- --------
Cash and cash equivalents ................................... $ -- $ -- $ --
========= ========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for interest ...................... $ 38 $ 66 $ 70
========= ========= ========
</TABLE>

See accompanying notes.

F-60
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 1995, 1996 AND 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements include the operations of the
Satellite Transmission Systems Division ("STS" or the "Division") of California
Microwave, Inc. ("CMI" or the "Company"). The Division is a global satellite
communication systems integrator providing hardware, software and services for
turnkey projects to large commercial customers, principally domestic and
foreign telephone companies and major common carriers and to the U.S. and
foreign governments.

USE OF ESTIMATES; RISKS AND UNCERTAINTIES

CASH AND CASH EQUIVALENTS

The Division participates in CMI's centralized cash management function;
accordingly, the Division does not maintain separate cash accounts, other than
payroll and foreign subsidiary accounts, which are deemed insignificant, and
its cash disbursements and collections are settled through Division equity.

INVENTORIES AND COST OF PRODUCTS SOLD

Inventories are recorded at the lower of cost or market. Project
inventories are transferred to cost of products sold at the time revenue is
recognized based on the estimated total manufacturing costs and total contract
prices under each contract. Losses on contracts are recognized in full when the
losses become determinable. During the year ended June 30, 1995, the Division
recognized losses of approximately $2,800,000 on such contracts. The cost of
other inventories is generally based on standard costs which approximate actual
costs determined by the first-in, first-out method.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are carried at cost, less accumulated
depreciation and amortization. Depreciation and amortization charges are
computed using the straight-line method based on the estimated useful lives of
the related assets.

INTANGIBLE ASSETS OF BUSINESS ACQUIRED

During 1997, CMI wrote off $1,888,000 of purchased intangible assets,
principally goodwill, relating to the original acquisition of STS by CMI, which
was pushed down to the Division's books. The intangible

F-61
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

assets consisted of the excess of the purchase price paid for STS over the net
tangible assets acquired and was amortized using the straight-line method over
30 years. During 1997, CMI determined that the excess purchase price was not
recoverable due to a significant reduction in sales by the Division in 1997 as
compared to prior periods and appropriately reduced the carrying value.

OTHER LONG-LIVED ASSETS

In accordance with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed of," the Division records impairment losses on long-lived assets
used in operations when events and circumstances indicate that the assets might
be impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amount of such assets. Other than as
described above related to purchased intangibles, no such losses have been
incurred.

REVENUE RECOGNITION, RECEIVABLES AND CREDIT RISK

Revenue from product sales is recognized at the time of shipment. Sales on
certain long-term, small quantity, high unit value contracts are recognized at
the completion of significant project milestones, which are generally contract
line items. Scheduled billings and retainages under certain contracts
(principally export contracts) have deferred billing provisions resulting in
unbilled accounts receivable (included in accounts receivable) of $7,426,000
and $4,425,000 at June 30, 1996 and 1997, respectively. The unbilled receivable
at June 30, 1997, is expected to be collected within one year.

The Division manufactures and sells satellite communications products,
systems and turnkey telecommunications networks to large commercial customers,
principally domestic and foreign telephone companies and major common carriers,
and to the U.S. government. The Division generally requires no collateral, but
generally requires letters of credit, denominated in U.S. dollars, from its
foreign customers.

During 1996 and 1997, the Division periodically transferred certain
international accounts receivable to CMI. CMI insures these receivables under a
credit insurance program and then sells the receivables, without recourse, at
prevailing discount rates. The Division retains the responsibility to collect
and service these amounts. Outstanding customer receivables transferred to CMI
through Division equity amounted to approximately $421,000 and $2,100,000
during 1996 and 1997, respectively.

The Division charged to operations $150,000, $100,000 and $750,000 for its
provision for doubtful accounts in 1995, 1996 and 1997, respectively.

WARRANTY

The Company generally warrants its products for a period of 12 to 24
months from completion of contract or shipment. Warranty expense was
approximately $679,000, $753,000 and $688,000 for 1995, 1996 and 1997,
respectively.

INCOME TAXES

Income taxes reflect an allocation of CMI's income tax expense (benefit)
calculated based on CMI's effective tax rate. All deferred tax assets and
liabilities relating to the Division are included in intercompany balances with
CMI and are accounted for within Division equity (see Note 7). On a stand-alone
basis, income tax benefit (expense) for the year ended June 30, 1997 would not
be material due to the existence of net operating loss carryforwards at the
Division level and the need for a full valuation allowance on any resulting net
deferred tax asset. Such net operating losses have been fully utilized by CMI.

F-62
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FISCAL YEAR

The Division's fiscal year ends on the Saturday closest to June 30, and
includes 52 weeks in fiscal 1995, 1996 and 1997. For 1995, 1996 and 1997, the
fiscal years ended on July 1, 1995, June 29, 1996 and June 28, 1997,
respectively. For clarity of presentation, the financial statements are
reported as ending on a calendar month end.

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
JUNE 30,
-----------------------
LIFE 1997 1996
------------ ---------- ----------
(In Years) (In Thousands)
<S> <C> <C> <C>
Land .................................. $ 950 $ 950
Buildings ............................. 30 3,559 3,559
Machinery and equipment ............... 3-5 8,780 9,256
Office and computer equipment ......... 3-10 6,440 5,653
Building improvements ................. -- 1,721 1,813
Vehicles .............................. 5 53 147
------- -------
$21,503 $21,378
======= =======
</TABLE>

Building improvements are depreciated over the shorter of the life of the
improvement or the remaining life of the building.

3. INVENTORIES

Inventories consisted of the following:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1997 1996
--------- ---------
(In Thousands)
<S> <C> <C>
Projects in process ............................................. $6,484 $ 6,287
Less: progress billings ......................................... 2,544 1,991
------ -------
3,940 4,296
Product inventories, principally materials and supplies ......... 3,798 6,116
------ -------
Total ........................................................... $7,738 $10,412
====== =======
</TABLE>

F-63
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

<TABLE>
<CAPTION>
JUNE 30,
---------------------
1997 1996
--------- ---------
(In Thousands)
<S> <C> <C>
Salaries and bonuses .......... $ 497 $1,381
Vacation ...................... 610 873
Other payroll related ......... 123 115
Warranties .................... 899 758
Commissions ................... 813 --
Other ......................... 629 457
------ ------
$3,571 $3,584
====== ======
</TABLE>

5. LONG-TERM DEBT

The Division has industrial development bonds that are payable in annual
installments through November 9, 2007, may be prepaid at any time without
penalty and bear interest at 65% of the bank's floating rate (5.5% at June 30,
1997), based upon prevailing market conditions, which is redetermined daily.
The obligor of the industrial development bonds is a related entity, and the
bonds are secured by mortgages on the equipment and properties involved.

At June 30, 1997, the annual maturities of long-term debt are as follows:

<S> <C>
1998 ......................... $ 100,000
1999 ......................... 200,000
2000 ......................... 100,000
2001 ......................... 200,000
2002 ......................... 100,000
Thereafter ................... 930,000
----------
1,630,000
Less current portion ......... 100,000
----------
$1,530,000
==========
</TABLE>

6. COMMITMENTS

On November 15, 1996, the Division leased a facility under an 18-month
noncancelable operating lease. Rent expense was approximately $209,000,
$229,000 and $69,000 for 1995, 1996, and 1997, respectively.

Future minimum lease payments under the operating lease is $48,000 for
1998.

F-64
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. DIVISION EQUITY

A summary of the Division equity activity is as follows:

<TABLE>
<CAPTION>
JUNE 30,
-------------------------
1997 1996
------------ ----------
(In Thousands)
<S> <C> <C>
Beginning balance ................ $ 44,792 $ 46,462
Net income (loss) ................ (11,382) 3,795
Net cash provided to CMI ......... (2,398) (5,465)
--------- --------
Ending balance ................... $ 31,012 $ 44,792
========= ========
</TABLE>

8. EMPLOYEE BENEFITS

The Division participates in the CMI defined contribution retirement plan
which covers substantially all of the employees of the Division. The Division's
contribution was $379,000, $700,000 and $180,000 for 1995, 1996 and 1997,
respectively.

9. SIGNIFICANT CUSTOMERS AND SEGMENT INFORMATION

The Division operates in a single industry segment and is engaged in the
manufacture and sale of electronics equipment for satellite communications.

International sales were as follows:

<TABLE>
<CAPTION>
JUNE 30,
------------------------------------
1997 1996 1995
---------- ---------- ----------
(In Thousands)
<S> <C> <C> <C>
Asia Pacific ............... $22,333 $27,106 $17,164
Africa/Middle East ......... 13,052 41,827 9,572
Latin America .............. 5,149 11,137 14,768
Europe ..................... 7,828 15,984 9,784
Other ...................... 1,391 2,973 4,312
------- ------- -------
$49,753 $99,027 $55,600
======= ======= =======
</TABLE>

The Division had revenues from one customer representing 17.3%, 31.5% and
11% of total revenues in 1995, 1996 and 1997, respectively.

10. CORPORATE ALLOCATIONS

CMI allocates corporate expenses on a value-added basis to each division,
which CMI believes results in a reasonable allocation of such costs. The
accompanying financial statements reflect charges for general corporate
administrative expenses incurred by CMI which amounted to approximately
$1,477,000, $1,555,000 and $1,663,000 in 1995, 1996 and 1997, respectively.

No interest is allocated by CMI to the Division.

The Division is charged for its proportional share of CMI's self-insured
medical plan. Such charges amounted to $944,000, $1,437,000 and $1,856,000 in
1995, 1996, and 1997, respectively.

F-65
<PAGE>

SATELLITE TRANSMISSION SYSTEMS DIVISION OF
CALIFORNIA MICROWAVE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

10. CORPORATE ALLOCATIONS (CONTINUED)

In addition, there were direct charges from CMI as follows:

<TABLE>
<CAPTION>
JUNE 30,
--------------------------
1997 1996 1995
--------- ------ -----
(In Thousands)
<S> <C> <C> <C>
Marketing .......................... $ 889 -- $--
General and administrative ......... 285 $508 --
------ ---- ---
Total .............................. $1,174 $508 $--
====== ==== ===
</TABLE>

The Division believes that the direct charges from CMI were reasonable
during the periods presented.

11. RELATED PARTY TRANSACTIONS

Included in net sales are product sales to other divisions of CMI. These
sales totaled $3,584,000, $640,000 and $1,800,000 for 1995, 1996 and 1997,
respectively. In addition, there is approximately $2,363,000, $2,937,000 and
$776,000 of purchases from another division of CMI which is included in ending
inventory and $2,139,000, $3,576,000 and $1,129,000 due to this division which
is included in accounts payable at June 30, 1995, 1996 and 1997, respectively.

12. RESTRUCTURING

In June 1995, a decision was made to close the Division's Melbourne,
Florida facility as well as to perform a review of personnel needs at the
Division's operations. Pursuant to these decisions, approximately $2.4 million
of restructuring charges were recorded, including approximately $600,000 to
reflect the facility at its net realizable value. There are no remaining cash
outlays associated with the restructuring at June 30, 1997.

In December 1996 and January 1997, a comprehensive review of the
Division's operations was performed, including a review of inventory levels,
product development and migration plans and facility and personnel needs. It
was determined to focus the Division on potentially higher margin products.
This resulted in the write-down of certain inventories and the restructuring of
the Division's operations. Inventory and other charges of $10,300,000, arising
from this review, were included in cost of products sold and excess facilities
and severance charges of $800,000 were included in restructuring. There are no
remaining cash outlays associated with the restructuring at June 30, 1997.

13. SUBSEQUENT EVENTS

In November 1997, the Division recorded a $1 million charge to cost of
sales relating to a contract with a customer in Sudan. The President of the
United States imposed economic sanctions on Sudan which banned U.S. companies
from doing business in Sudan, and as a result the Division could not continue
to perform under the existing contract. Based upon this, the contract was
terminated and the Division has been released from further performance
requirements.

F-66
<PAGE>

ILEX SYSTEMS, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 1997

F-67
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
ILEX Systems, Inc.:

We have audited the accompanying consolidated balance sheet of ILEX
Systems, Inc. and subsidiary as of December 31, 1997, and the related
consolidated statements of income, shareholders' equity, and cash flows for the
year then ended. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of ILEX
Systems, Inc. and subsidiary as of December 31, 1997, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
San Jose, California
February 9, 1998, except as to Note 9 which
is as of February 27, 1998

F-68
<PAGE>

ILEX SYSTEMS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997

<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................................... $ 4,919,548
Accounts receivable, net of allowance for doubtful accounts of $327,422 ........ 7,354,640
Unbilled accounts receivable ................................................... 4,868,453
Inventories .................................................................... 923,466
Deferred income taxes .......................................................... 13,000
Other current assets ........................................................... 278,771
------------
Total current assets .......................................................... 18,357,878
Property, plant, and equipment:
Equipment ...................................................................... 2,343,643
Furniture, fixtures, and leasehold improvements ................................ 634,425
------------
2,978,068
Accumulated depreciation and amortization ...................................... (2,031,763)
------------
946,305
Goodwill, net of accumulated amortization of $117,940 ........................... 343,564
Deposits and other assets ....................................................... 138,730
------------
$ 19,786,477
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt .............................................. $ 62,833
Accounts payable ............................................................... 2,226,340
Accrued payroll and related expenses ........................................... 3,176,151
Deferred income ................................................................ 37,843
Distribution payable to shareholders ........................................... 2,216,877
Income taxes payable ........................................................... 80,552
Other current liabilities ...................................................... 175,011
------------
Total current liabilities ..................................................... 7,975,607
Other liabilities ............................................................... 18,678
------------
Total liabilities ............................................................. 7,994,285
Shareholders' equity:
Common stock, no par value; 5,000,000 shares authorized; 1,317,605 shares issued
and outstanding .............................................................. 1,386,417
Retained earnings .............................................................. 10,405,775
------------
Total shareholders' equity .................................................... 11,792,192
Commitments ..................................................................... ------------
$ 19,786,477
============
</TABLE>

See accompanying notes to consolidated financial statements.

F-69
<PAGE>

ILEX SYSTEMS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
<S> <C>
Revenues:
Consulting fees .............................. $57,309,190
Equipment sales .............................. 6,213,038
-----------
63,522,228
-----------
Costs and expenses:
Cost of revenue, consulting .................. 41,852,031
Cost of sales, equipment ..................... 3,314,614
Selling, general, and administrative ......... 9,507,879
Research and development ..................... 1,211,497
-----------
55,886,021
-----------
Operating income ............................ 7,636,207
Other income (expense):
Interest income .............................. 135,114
Interest expense ............................. (8,579)
Loss on write-down of investment ............. (250,000)
Other expense ................................ (108,000)
-----------
Income before income taxes .................. 7,404,742
Income taxes .................................. 550,000
-----------
Net income .................................. $ 6,854,742
===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-70
<PAGE>

ILEX SYSTEMS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
----------------------------- RETAINED SHAREHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Balances as of December 31, 1996 ......... 1,315,720 $1,352,249 $ 10,606,517 $ 11,958,766
Issuance of common stock in exchange for
services ................................ 3,400 42,500 -- 42,500
Stock repurchase ......................... (1,515) (8,332) (6,060) (14,392)
Distributions to shareholders ............ -- -- (7,049,424) (7,049,424)
Net income ............................... -- -- 6,854,742 6,854,742
--------- ---------- ------------ ------------
Balances as of December 31, 1997 ......... 1,317,605 $1,386,417 $ 10,405,775 $ 11,792,192
========= ========== ============ ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-71
<PAGE>

ILEX SYSTEMS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net income ........................................................................... $ 6,854,742
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ....................................................... 419,593
Allowance for doubtful accounts ..................................................... (203,255)
Loss on write-down of investment .................................................... 250,000
Deferred income taxes ............................................................... 485,000
Issuance of common stock for services ............................................... 42,500
Changes in operating assets and liabilities:
Receivables ........................................................................ (1,267,205)
Inventories ........................................................................ 387,485
Other current assets ............................................................... (112,176)
Deposits and other assets .......................................................... 140,884
Accounts payable and accrued liabilities ........................................... 324,963
Deferred income .................................................................... (159,012)
Income taxes payable ............................................................... 80,552
Other liabilities .................................................................. (459,166)
------------
Net cash provided by operating activities ......................................... 6,784,905
------------
Cash flows used in investing activities -- purchases of property, plant, and equipment (416,630)
------------
Cash flows from financing activities:
Payments on debt ..................................................................... (67,265)
Distributions paid to shareholders ................................................... (4,832,547)
Repurchase of common stock ........................................................... (14,392)
------------
Net cash used in financing activities ............................................. (4,914,204)
------------
Increase in cash and cash equivalents ................................................. 1,454,071
Cash and cash equivalents, beginning of year .......................................... 3,465,477
------------
Cash and cash equivalents, end of year ................................................ $ 4,919,548
============
Supplemental disclosures of cash flow information:
Cash paid during year:
Income taxes ........................................................................ $ 716,190
============
Interest ............................................................................ $ 8,579
============
Noncash investing and financing activities -- distributions payable to shareholders $ 2,216,877
============
</TABLE>

See accompanying notes to consolidated financial statements.

F-72
<PAGE>

ILEX SYSTEMS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997

(1) SUMMARY OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

ILEX Systems, Inc. (the "Company") provides services and products
primarily in four areas: environmental consulting services to private and
public sector customers; software consulting services to the federal government
and its contractors; supervisory control and data acquisition products and
services to the electrical utility industry; and secured communications
products, principally to the federal government and its agencies. The majority
of the Company's revenues are derived from its software consulting services.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the financial
statements of the Company and its wholly owned subsidiary. All significant
intercompany balances and transactions have been eliminated in consolidation.

REVENUE RECOGNITION

The Company's consulting services are generally performed on time- and
materials-based contracts for the federal government and its contractors.
Accordingly, revenues are recognized as services are performed. Equipment sales
revenues are recognized upon shipment. Unbilled accounts receivable comprise
charges for services and materials provided to customers that have not been
invoiced.

The Company does not require collateral for its receivables. Reserves are
maintained for potential credit losses.

CASH EQUIVALENTS

Cash equivalents of $1,879,285 as of December 31, 1997, consist
principally of money market investments. For purposes of the accompanying
consolidated statement of cash flows, the Company considers all highly liquid
debt instruments with remaining maturities of three months or less when
acquired to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of financial instruments in the Company's consolidated
financial statements approximates fair value due to the short-term maturities
of these instruments.

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out basis) or
market.

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are stated at cost. Depreciation is
calculated using the straight-line method over the estimated useful lives of
the assets (generally five years). Leasehold improvements are amortized
straight-line over the shorter of the lease term or the estimated useful life
of the asset.

GOODWILL

Goodwill, which represents the excess of purchase price over the fair
value of net assets acquired, is amortized on a straight-line basis over the
expected periods to be benefited of 10 to 15 years. The Company assesses the
recoverability of goodwill by determining whether the amortization of the
goodwill balance over its remaining life can be recovered through undiscounted
future operating cash flows of the acquired operation.

F-73
<PAGE>

INCOME TAXES

The Company elected S corporation status on March 17, 1997, effective
January 1, 1997. Federal and the majority of state income taxes on the income
of S corporations are generally payable by the individual shareholders rather
than the Company.

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

USE OF ESTIMATES

The Company's management has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these consolidated financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.

(2) INVENTORIES

Inventories consisted of the following as of December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
Raw materials and subassemblies ......... $833,945
Work in process ......................... 89,521
--------
$923,466
========
</TABLE>

(3) LINE OF CREDIT AND LONG-TERM DEBT

The Company has a $5,000,000 line of credit with a bank that is due on
demand. Interest is payable at the bank's prime rate (8.5% as of December 31,
1997) and is secured by trade accounts receivable, inventories, and other
assets. Borrowings outstanding under the line of credit were $-0- as of
December 31, 1997. The line of credit contains certain restrictive financial
covenants, including a minimum level of net worth and cash flow to debt ratio.
As of December 31, 1997, the Company was in compliance with all such covenants.

The Company has an unsecured promissory note payable to a former
shareholder that was issued in conjunction with the repurchase of shares of
common stock in 1992. The note bears interest at 10% with payments of $6,000
per month, including interest, through December 1998. As of December 31, 1997,
the principal balance of this note was $62,833.

(4) INCOME TAXES

The provision for income taxes for the year ended December 31, 1997,
consisted of the following:

<TABLE>
<S> <C>
Federal:
Current ............ --
Deferred ........... $388,000
--------
388,000
--------
State:
Current ............ 65,000
Deferred ........... 97,000
--------
162,000
--------
$550,000
========
</TABLE>

F-74
<PAGE>

The provision for income taxes for the year ended December 31, 1997,
differs from the federal statutory rate, primarily due to the flow through
nature of income tax liability to the shareholders and reduction of the federal
and partial state deferred income tax assets and liabilities as of December 31,
1996, resulting from the S corporation election as follows:

<TABLE>
<CAPTION>
<S> <C>
Federal income tax statutory rate ................. 34.0%
State income tax rate ............................. 2.2
Benefit of federal S corporation election ......... (28.8)
-----
7.4%
=====
</TABLE>

The gross deferred tax assets were $13,000 as of December 31, 1997,
consisting of the state deferred income tax assets and liabilities for those
states who do not recognize S corporation status. Management considers
realization of the net deferred tax assets more likely than not due to
continued profitability of the Company and significant carryback opportunities.

(5) EMPLOYEE BENEFIT PLANS

The Company has two Section 401(k) retirement savings plans (the Plans).
Under the terms of the Plans, employees may make contributions based on a
percentage of eligible earnings. Company contributions to the Plans are
discretionary and totaled $359,718 in 1997.

(6) STOCK OPTION PLAN

The Company has 100,000 shares of common stock reserved for issuance under
its 1992 Incentive Stock Option Plan (the "Plan"). Under the Plan, the Company
may grant options to employees, officers, and directors. Options are granted at
prices not less than the fair market value of the Company's common stock as
determined by the Board of Directors on the grant date. Options vest ratably
over 48 months and expire 49 months from the date of grant.

The Company applies Accounting Principles Board Opinion No. 25 (APB 25) in
accounting for its stock options. The exercise price for stock options granted
to employees in 1997 equaled the fair value of the Company's common stock at
the date of grant. Accordingly, in accordance with APB 25, no compensation
expense was recognized by the Company.

For purposes of pro forma disclosures required by Statement of Financial
Accounting Standards No. 123 (SFAS 123), the compensation cost of the options,
based on their estimated fair values, is amortized to expense over the vesting
periods of the options. The Company's net income for the year ended December
31, 1997 would have reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
<S> <C>
Net income:
As reported ......... $6,854,742
==========
Pro forma ........... $6,838,958
==========
</TABLE>

On January 1, 1997, the Company had no options outstanding. In July 1997,
the Company granted 25,000 options at an exercise price of $17.50, all of which
were outstanding but not exercisable as of December 31, 1997.

The weighted-average grant-date fair value of options granted during the
year ended December 31, 1997 was $3.05 per option. The weighted-average
remaining contract life of the Company's outstanding stock options was 3.5
years at December 31, 1997.

Pro forma information regarding net income as required by SFAS 123 has
been determined as if the Company had accounted for its employee stock options
under the fair value method. The fair value for the options was estimated at
the date of grant using the minimum value method prescribed in SFAS 123, which
does not consider the expected volatility of the Company stock price, with the
following weighted-average assumptions for 1997: risk free interest rate of
6.06%; dividend yield of 0%; and weighted-average expected option life of 3.25
years.

F-75
<PAGE>

(7) COMMITMENTS

The Company leases certain facilities under operating leases that expire
at various dates through 2001. The Company in turn subleases some of these
facilities. As of December 31, 1997, future minimum lease payments under
noncancelable operating leases, exclusive of the sublease rentals, are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
- ------------------
<S> <C>
1998 ........... $1,474,448
1999 ........... 510,551
2000 ........... 292,096
2001 ........... 124,212
----------
$2,401,307
==========
</TABLE>

Rent expense, exclusive of sublease rentals, was approximately $1,081,636
in 1997. Sublease rental income was approximately $186,733 in 1997.

(8) SIGNIFICANT CUSTOMERS

For the year ended December 31, 1997, sales to a single customer
represented 26% of revenues. The outstanding accounts receivable and unbilled
receivable balances for this customer as of December 31, 1997, were $1,257,875
and $2,228,650, respectively.

(9) SUBSEQUENT EVENT

In January 1998, shareholders of the Company agreed to sell all of their
common stock for approximately $50,000,000, subject to certain adjustments,
plus additional consideration based on post-acquisition performance. The sale
closed on February 27, 1998.

F-76
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
A WHOLLY-OWNED OPERATION OF ALLIEDSIGNAL, INC.
COMBINED FINANCIAL STATEMENTS
AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1997

F-77
<PAGE>

REPORT OF INDEPENDENT AUDITORS

To the Management and Board of Directors
L-3 Communications Holdings, Inc.

We have audited the accompanying combined balance sheet of AlliedSignal
Ocean Systems, a wholly owned operation of AlliedSignal, Inc. ("Ocean
Systems"), as of December 31, 1997 and the related combined statements of
operations, equity and cash flows for the year then ended. These financial
statements are the responsibility of Ocean System's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the combined financial position of Ocean Systems as
of December 31, 1997, and the combined results of their operations and cash
flows for the year ended December 31, 1997, in conformity with generally
accepted accounting principles.

Coopers & Lybrand L.L.P.
Los Angeles, California
February 23, 1998

F-78
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY-OWNED OPERATION OF ALLIEDSIGNAL, INC.)
COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current assets:
Accounts receivable, net of allowances for doubtful accounts of $81 ..... $ 13,313
Inventories ............................................................. 25,274
Contracts in progress ................................................... 793
Prepaid expenses and other current assets ............................... 1,743
--------
Total current assets ................................................... 41,123
Property, plant and equipment, net ....................................... 16,845
Capitalized software, net ................................................ 2,248
Goodwill, net ............................................................ 1,820
Other assets ............................................................. 31
--------
Total assets ............................................................. $ 62,067
========
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable ........................................................ $ 2,626
Accrued liabilities ..................................................... 16,112
Advance payments ........................................................ 16,162
--------
Total current liabilities .............................................. 34,900
Accrued pension and postretirement benefits .............................. 10,959
--------
Total liabilities ........................................................ 45,859
--------
Commitment and contingencies
Equity:
Invested equity ......................................................... 9,312
ELAC common stock ....................................................... 3,424
ELAC retained earnings .................................................. 4,570
Cumulative translation adjustment ....................................... (1,098)
--------
Total equity ............................................................. 16,208
--------
Total liabilities and equity ............................................. $ 62,067
========
</TABLE>

See accompanying notes to the combined financial statements

F-79
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY-OWNED OPERATION OF ALLIEDSIGNAL, INC.)
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
<S> <C>
Sales ......................................... $ 73,033
Cost of sales ................................. 56,049
--------
Gross profit ................................. 16,984
Operating expenses:
General and administrative ................... 11,981
Selling ...................................... 5,933
Bid and proposal ............................. 2,053
Independent research and development ......... 2,765
--------
Total operating expenses .................... 22,732
--------
Loss from operations .......................... (5,748)
Interest expense, net ......................... 490
Other income .................................. (185)
--------
Loss before income taxes ...................... (6,053)
Benefit for income taxes ...................... (2,378)
--------
Net loss .................................... $ (3,675)
========
</TABLE>

See accompanying notes to the combined financial statements

F-80
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
COMBINED STATEMENT OF EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
INVESTED ELAC ELAC CUMULATIVE
EQUITY IN OS COMMON RETAINED TRANSLATION TOTAL
(DEFICIT) STOCK EARNINGS ADJUSTMENT EQUITY
-------------- -------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1996 .............. $ 8,298 $3,424 $6,403 $ 87 $ 18,212
Net loss .................................. (2,680) -- (995) -- (3,675)
Cumulative translation adjustment ......... -- -- -- (1,185) (1,185)
Advances from (repayments to)
AlliedSignal ............................. 3,694 -- (838) -- 2,856
-------- ------ ------ -------- --------
Balance at December 31, 1997 .............. $ 9,312 $3,424 $4,570 $ (1,098) $ 16,208
======== ====== ====== ======== ========
</TABLE>

See accompanying notes to the combined financial statements

F-81
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net loss ...................................................................... $ (3,675)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation of property, plant and equipment ................................ 2,976
Amortization of capitalized software ......................................... 1,078
Amortization of intangible assets ............................................ 70
Loss on the disposal of property, plant and equipment ........................ 8
Changes in operating assets and liabilities:
Accounts receivable ......................................................... 13,561
Inventories ................................................................. (359)
Contracts in progress ....................................................... 1,666
Prepaid and other current assets ............................................ (220)
Accounts payable ............................................................ (1,976)
Accrued liabilities ......................................................... (10,472)
Advance payments ............................................................ (1,092)
Accrued pension and postretirement benefits ................................. (20)
--------
Net cash provided by operating activities .................................. 1,545
--------
Cash flows from investing activities:
Property, plant and equipment purchased ....................................... (3,090)
Software purchased ............................................................ (265)
--------
Net cash used in investing activities ...................................... (3,355)
--------
Cash flows from financing activities:
Advances from AlliedSignal, net ............................................... 3,198
--------
Net cash provided by financing activities .................................. 3,198
--------
Effect of foreign currency exchange rate changes on cash ...................... (1,388)
--------
Net change in cash ............................................................. --
Cash and cash equivalents at the beginning of the year ......................... --
--------
Cash and cash equivalents at the end of the year ............................... $ --
========
Supplement disclosures of cash flow information:
Cash paid during the year for:
Interest -- AlliedSignal ..................................................... $ 552
========
</TABLE>

See accompanying notes to the combined financial statements

F-82
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

1. BACKGROUND AND DESCRIPTION OF BUSINESS

The Ocean Systems business ("Ocean Systems" or the "Company") is a wholly
owned operation of AlliedSignal Inc. ("AlliedSignal") comprised of the Ocean
Systems Division ("OS"), and AlliedSignal ELAC Nautik GmbH ("ELAC"). The OS
Division headquarters and principal operations, including one manufacturing
site, are located in Sylmar, California, a suburb of Los Angeles. OS also
operates marketing offices located in Canada ("ASCI") and England ("BOSL"). OS
was acquired through AlliedSignal's merger with the Bendix Corporation in 1982.
ELAC is a wholly owned subsidiary of AlliedSignal Deutschland ("AS
Deutschland") and is a separate legal entity located in Kiel, Germany. ELAC was
acquired from Honeywell Inc. in 1994.

On December 22, 1997, L-3 Communications Corporation, a wholly owned
subsidiary of L-3 Communications Holdings, Inc. ("L-3") entered into a
definitive Purchase Agreement with AlliedSignal to acquire substantially all
the net assets excluding land and buildings, and assumed certain of the
liabilities of OS and purchased the outstanding capital stock of ELAC from AS
Deutschland.

Ocean Systems develops, manufactures and sells sophisticated sonar
detection and tracking devices for underwater use. The Company's customers
include the U.S. Government, foreign governments, defense industry prime
contractors and commercial customers. The Company operates primarily in one
industry segment, electronic sonar components and systems.

All domestic government contracts and subcontracts of Ocean Systems are
subject to audit and various cost controls, and Government contracts and
related orders are subject to cancellation if funds for contract performance
for any subsequent year become unavailable. Foreign government contracts
generally include comparable provisions relating to termination for the
convenience of the foreign government.

The decline in the U.S. defense budget since the late 1980s has resulted
in program delays, cancellations and scope reduction for defense contracts in
general. These events may or may not have an effect on the Company's programs;
however, in the event that U.S. Government expenditures for products of the
type manufactured by the Company are reduced, and not offset by greater foreign
sales or other new programs or products, or acquisitions, there may be a
reduction in the volume of contracts or subcontracts awarded to the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES

BASIS OF PRESENTATION AND USE OF ESTIMATES

The accompanying combined financial statements reflect the assets,
liabilities and operations of Ocean Systems including OS and ELAC which are
combined herein as they are entities under common control and management. All
significant intercompany accounts and transactions have been eliminated.

The preparation of financial statements in conformity with generally
accepted accounting principals requires the Company's 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 combined financial statements and the reported amounts of revenue and
expenses during the reporting period. The most significant of these estimates
and assumptions relate to contract estimates of sales and costs, excess and
obsolete inventory reserves, warranty reserves, pension estimates and
recoverability of recorded amounts of fixed assets. Actual results could differ
from these estimates.

REVENUE RECOGNITION

Under fixed-price contracts, sales and related costs are recorded upon
delivery and customer acceptance. Sales and related costs under
cost-reimbursable contracts are recorded on the percentage of

F-83
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

completion method. Anticipated future losses on contracts are charged to income
when identified. Revisions in profit estimates are reflected in the period in
which the facts, which require the revision, become known.

ACCOUNTS RECEIVABLE

Management assesses the credit risk and records an allowance for
uncollectable accounts as considered necessary based on several factors
including, but not limited to, an analysis of specific customers, historical
trends, current economic conditions and other information. The U.S. Navy
comprises a significant portion of Ocean System's revenues. The Company's other
customers include the navies of many foreign countries. The Company's credit
risk is affected by conditions or occurrences within the U.S. Government and
economic conditions of the countries in which the Company operates or has
customers. Sales are made on unsecured, customer-specific credit terms, which
may include extended terms.

INVENTORIES

Inventories are valued at the lower of cost or market using the average
cost method. Inventories consist of raw materials and supplies, work in process
and finished goods. An excess and obsolete inventory reserve has been
established primarily for raw materials and parts that have not been allocated
to firm contracts. The excess and obsolete inventory reserve is based on
estimates of future usage of inventory on hand.

CONTRACTS IN PROCESS

Costs accumulated under cost-reimbursable contracts include direct costs,
as well as manufacturing overhead. In accordance with industry practice, these
amounts are included in current assets.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost net of
accumulated depreciation. For financial purposes, property, plant and equipment
is generally depreciated on the straight line method using estimated useful
lives ranging from 3 to 20 years. Leasehold improvements are amortized over the
shorter of the lease term or the estimated useful life of the improvements.
Interest costs incurred during the construction of plant and equipment are
capitalized using an imputed interest rate approximating 8%. Interest costs
capitalized during 1997 amounted to $57.

CAPITALIZED SOFTWARE

Capitalized software primarily represents costs incurred related to the
purchase and implementation of the Company's MRP II business system.
Capitalized software is reported at historical cost less accumulated
amortization. Amortization is based on the estimated useful service life not to
exceed five years. Amortization of capitalized software was $1,078 for the year
ended December 31, 1997. Accumulated amortization was $2,368 at December 31,
1997.

GOODWILL

Goodwill represents the excess of the cost of the purchased business over
the net assets acquired and is being amortized on a straight-line basis over 40
years. This excess relates primarily to the allocated portion of goodwill
arising out of the AlliedSignal merger with Bendix in 1982 and was allocated to
OS

F-84
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

based on the proportionate percentage of OS pretax earnings to the total Bendix
Aerospace Group pretax earnings at the time of the AlliedSignal acquisition
from Bendix. Amortization expense was $70 for the year ended December 31, 1997.
Accumulated amortization was $980 at December 31, 1997.

The carrying amounts of intangible assets are reviewed if the facts and
circumstances indicate potential impairment of their carrying value. If this
review indicates that intangible assets are not recoverable, as determined
based on the undiscounted cash flows of the entity acquired over the remaining
amortization period, the Company's carrying values related to the intangible
assets are reduced to the fair value of the asset.

RESEARCH AND DEVELOPMENT AND SIMILAR COSTS

Research and development costs sponsored by the Company include research
and development and bid and proposal efforts related to government products and
services. Customer-sponsored research and development costs incurred are
included in contract costs.

FOREIGN OPERATIONS AND FOREIGN CURRENCY TRANSLATION

The Company's major foreign operation is ELAC located in Germany with the
Deutsche mark as its functional currency. Assets and liabilities are translated
at current exchange rates at the end of the period. Income and expenses are
translated using the monthly average exchange rates. The effect of the
unrealized rate fluctuations on translating foreign currency assets and
liabilities into U.S. dollars are accumulated as a separate component of equity
in the accompanying combined balance sheet.

There are no material foreign currency gains or losses for the year ended
December 31, 1997 as the Company's U.S. sales to foreign customers are
denominated in U.S. dollars. ASCI Canadian sales are denominated in Canadian
dollars and the ELAC foreign sales are denominated in Deutsche marks.

FINANCIAL INSTRUMENTS

At December 31, 1997, the carrying value of the Company's financial
instruments, such as receivables, accounts payable and accrued liabilities,
approximate fair value, based on the short-term maturities of these
instruments.

INCOME TAXES

The benefit for income taxes for OS was computed by applying statutory tax
rates to the reported loss before income taxes after considering items that do
not enter into the determination of taxable income and tax credits reflected in
the consolidated provision of AlliedSignal which are related to OS. Income
taxes for OS are assumed to have been settled with AlliedSignal at December 31,
1997 and there are no separate tax attributes related to OS. For ELAC, separate
tax attributes that relate specifically to ELAC have been considered in
computing taxes.

3. TRANSACTIONS WITH ALLIEDSIGNAL

Ocean Systems relies on AlliedSignal for certain services, including
treasury, cash management, employee benefits, taxes, risk management, internal
audit, financial reporting, legal, contract administration and general
corporate services. Although certain assets, liabilities and expenses related
to these services have been allocated to the Company, the combined financial
position, results of operations and cash flows presented in the accompanying
combined financial statements would not be the same as would have occurred had
the Company been an independent entity. The following describes the related
party transactions.

F-85
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

ALLOCATION OF CORPORATE EXPENSES

The amount of allocated corporate expenses reflected in these combined
financial statements has been estimated based primarily on an allocation
methodology prescribed by government regulations pertaining to government
contractors. Corporate expenses allocated to Ocean Systems were $2,258 for the
year ended December 31, 1997, and are included in general and administrative
expense in the accompanying combined statement of operations.

PENSIONS

Certain of the Company's employees participate in various AlliedSignal
sponsored pension plans covering certain employees. Eligibility for
participation in these plans varies, and benefits are generally based on
employees' compensation and years of service.

AlliedSignal funding policy is generally to contribute in accordance with
cost accounting standards that affect government contractors subject to the
Internal Revenue code and regulations. Although the aforementioned pension
arrangements are part of certain AlliedSignal defined benefit plans, separate
actuarial estimates were made for the portion allocable to the Company. Pension
expense included in the accompanying combined statement of operations was
$1,452 for the year ended December 31, 1997. The pension plan liability at
December 31, 1997 was fully funded. The Company also has a supplemental pension
plan for highly compensated employees as defined by IRS rules. The liability
reflected in the accompanying combined balance sheet was $650 at December 31,
1997. Pension expense included in the combined statement of operations for the
supplemental pension plan was $24 for the year ended December 31, 1997.

The Company's German employees of ELAC are covered by a separate pension
plan. Pension costs included the following components for the year ended
December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
Service costs earned during the year .................. $ 163
Interest cost on projected benefit obligation ......... 119
Actual return on plan assets .......................... (92)
Amortization of unrecognized net obligation ........... 24
-----
Net periodic pension cost ............................. $ 214
=====
</TABLE>

F-86
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

The following table sets forth the ELAC pension plan funded status and
amounts recognized in the Company's combined balance sheet at December 31,
1997:

<TABLE>
<S> <C>
Actuarial present value of benefit obligation
Vested ......................................................... $1,067
Nonvested ...................................................... 296
------
Accumulated benefit obligation ................................ 1,363
======
Projected benefit obligation ................................... 1,919
Plan assets at fair value ...................................... 1,422
------
Projected benefit obligation in excess of plan assets ......... 497
Unrecognized net loss ......................................... 37
Unrecognized prior service costs ..............................
Unrecognized net obligation ................................... (361)
------
Accrued pension costs ........................................ $ 173
======
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Major assumptions were:
Discount Rate ....................................... 6.8%
Expected long-term rate of return on assets ......... 6.8%
Rate of increase in compensation levels ............. 4.0%
</TABLE>

POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS

In addition to participating in AlliedSignal pension plans, employees of
OS are provided varying levels of health care and life insurance benefits for
retired employees and dependents. Participants are eligible for these benefits
when they retire from active service and meet the pension plan eligibility
requirements. These benefits are funded primarily on a pay-as-you-go basis with
the retiree generally paying of the cost through contributions, deductibles and
coinsurance provisions.

Although the aforementioned postretirement benefits are part of certain
AlliedSignal postretirement arrangements, separate actuarial estimates were
made for the portion allocable to the Company. The weighted average discount
rate utilized in determining the accumulated postretirement benefit obligation
was 7.25% for 1997. Net postretirement benefit costs included in the combined
statements of operations was $1,072 for the year ended December 31, 1997.

The net postretirement benefit costs for 1997 included the following
components:

<TABLE>
<CAPTION>
<S> <C>
Service cost-benefits attributed to service during the period . $ 545
Interest cost on accumulated postretirement benefit obligation 704
Amortization of gain .......................................... (177)
======
Net postretirement benefit cost ............................... $1,072
======
</TABLE>

F-87
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

The funded status of the plan and related liability amounts recognized in
the accompanying combined balance sheet at December 31, 1997 were as follows:

<TABLE>
<CAPTION>
<S> <C>
Accumulated postretirement benefit obligation:
Fully eligible active plan participants ......... $2,698
Other active plan participants .................. 7,049
------
9,747
Unrecognized prior service costs ................. --
Unrecognized net gain (loss) ..................... --
------
Accrued postretirement benefit cost ............. $9,747
======
</TABLE>

EMPLOYEE SAVINGS PLANS

Ocean Systems North American operation also has a supplemental savings
plan in which the Company matches the contributions of participating employees
up to a designated level. Under this plan, the matching contributions, in cash,
were $54 for the year ended December 31, 1997 and the liability recorded at
December 31, 1997 was $562.

INTEREST EXPENSE

Interest expense has been allocated to the Company by applying
AlliedSignal's weighted average consolidated interest rate to the portion of
the beginning of the period equity account deemed to be financed by
consolidated debt, which has been determined based on AlliedSignal's debt to
equity ratio on such date. Management of the Company believes that this
allocation methodology is reasonable.

The allocated interest expense was calculated using the following equity
balance and interest rate, for the year ended December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
Equity .......................... $ 5,751
Interest Rate ................... 9.6%
</TABLE>

Allocated interest expense for the year ended December 31, 1997 amounted
to $552 and is included in interest expense, net in the accompanying combined
statement of operations.

INCOME TAXES

The Company will be included in the consolidated Federal income tax
return, foreign tax returns and certain combined and separate state and local
income tax returns of AlliedSignal for 1997. Income taxes for OS are considered
to have been settled with AlliedSignal at December 31, 1997 and are recorded
through the invested equity account with AlliedSignal as there are no separate
stand alone tax attributes related to OS.

ELAC participates in the AlliedSignal Deutschland GmbH profit pooling
agreement for corporate income tax and municipal trade tax. Since entering into
this agreement ELAC has not paid German taxes, as any profits or losses of ELAC
are transferred to AlliedSignal Deutschland. For purposes of these combined
financial statements, the tax attributes that relate to ELAC prior to entering
into the pooling agreement have been considered in computing the separate ELAC
tax computations as these attributes will remain with ELAC after the
termination of the pooling agreement after the acquisition by L-3.

F-88
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

STATEMENT OF CASH FLOWS

The company participates in the AlliedSignal cash management system, under
which all cash is received and payments are made by AlliedSignal. All
transactions between the Company and AlliedSignal have been accounted for as
settled in cash at the time such transactions were recorded by the Company.

4. INVENTORIES AND CONTRACTS IN PROCESS

Net inventories are comprised of the following components at December 31,
1997:

<TABLE>
<CAPTION>
<S> <C>
Raw materials and supplies .................... $ 14,894
Work in process ............................... 6,675
Finished goods ................................ 12,080
Excess and obsolete inventory reserve ......... (7,772)
--------
Net inventories .............................. 25,877
Less, unliquidated progress payments ......... (603)
--------
$ 25,274
========
</TABLE>

For the year ended December 31, 1997, there were no general and
administrative, independent research and development, or bid and proposal costs
charged to inventory.

Contracts in process, amounting to $793 as of December 31, 1997, include
accumulated inventoried costs and profits on cost or cost-reimbursement
contracts, principally with the U.S. Government. The U.S. Government has title
to, or a security interest in, inventories to which progress payments are
applied. The Company believes that substantially all such amounts will be
billed and collected within one year.

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at December 31, 1997 are comprised of the
following components:

<TABLE>
<CAPTION>
<S> <C>
Buildings, building improvements and land
improvements ........................................ $ 9,108
Machinery, equipment, furniture and fixtures ......... 48,060
Leasehold improvements ............................... 300
---------
57,468
Less, accumulated depreciation and amortization ...... (43,324)
---------
14,144
Land ................................................. 388
Construction in progress ............................. 2,313
---------
$ 16,845
=========
</TABLE>

Depreciation and amortization expense was $2,976 for the year ended
December 31, 1997.

F-89
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

6. INCOME TAXES

The effective tax rate differs from the statutory federal income tax rate
for the following reasons:

<TABLE>
<CAPTION>
<S> <C>
Statutory federal income tax rate ............. (35.0)%
State taxes net of federal benefit ............ (6.0)%
Foreign losses with no tax benefit ............ 6.7 %
Foreign sales corporation tax benefit ......... (4.5)%
Other, net .................................... (0.5)%
------
(39.3)%
======
</TABLE>

At December 31, 1997, the German trade tax and corporate income tax net
operating loss ("NOL") carryovers amounted to $953 and $1,180, respectively,
and may be carried forward indefinitely.

At December 31, 1997, deferred tax assets related to ELAC's German trade
tax and corporate income tax NOL carryovers amounted to $468. A full valuation
is recorded against the deferred tax asset.

The valuation allowance for deferred taxes was based on ELAC's historical
losses from operations and its current year loss. In addition, certain aspects
of the acquisition could limit the utilization of a portion or all of these NOL
carryovers. Accordingly, management believes currently there is not enough
historical information to support that it is more likely than not that ELAC
will realize the future tax benefit of these NOL carryovers.

7. EQUITY

Invested equity represents the equity contributed to OS by AlliedSignal
and related accumulated results of operations of OS. ELAC common stock
represents the one share of common stock held by AS Deutschland. ELAC's
retained earnings includes the impact of ELAC's accumulated operating losses,
and repayments to AlliedSignal offset by the effects of the amortization of
negative goodwill associated with the ELAC acquisition from Honeywell.

8. SALES TO PRINCIPAL CUSTOMERS

The Company operates primarily in one industry segment, electronic sonar
components and systems. Sales to principal customers are as follows for the
year ended December 31, 1997:

<TABLE>
<CAPTION>
<S> <C>
U.S. Government agencies and prime contractors ......... $36,133
German government ...................................... 5,895
Other foreign governments .............................. 24,883
Commercial customers ................................... 6,122
-------
$73,033
=======
</TABLE>

F-90
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

Summarized data of the Company's operations by geographic area for the
year ended December 31, 1997 are as follows:

<TABLE>
<CAPTION>
NORTH REST OF
AMERICA GERMANY EUROPE ASIA OTHER ELIM TOTAL
----------- ----------- -------- ---------- --------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sales to unaffiliated
customer .................... $ 39,002 $ 8,146 $6,220 $18,611 $1,054 -- $ 73,033
Inter-area sales ............. 19,536 4,334 -- -- -- $ (23,870) --
Loss from operations ......... (4,658) (1,090) -- -- -- -- (5,748)
Identifiable assets at
December 31, 1997 ........... 51,613 10,454 -- -- -- -- 62,067
</TABLE>

9. COMMITMENTS AND CONTINGENCIES

The Company leases certain facilities and equipment under agreements
expiring at various dates through 2011. At December 31, 1997, future minimum
payments for noncancellable operating leases with initial or remaining terms in
excess of one year are $933 for 1998, $340 for 1999, $161 for 2000, $35 for
2001 and $7 for 2002.

Leases covering major items of real estate and equipment contain renewal
and or purchase options which may be exercised by the company. Rent expense,
net of sublease income from other AlliedSignal entities, was $1,342 for the
year ended December 31, 1997.

Management is continually assessing the Company's obligations with respect
to applicable environmental protection laws. While it is difficult to determine
the timing and ultimate cost to be incurred by the Company in order to comply
with these laws, based upon available internal and external assessments, with
respect to those environmental loss contingencies of which management of the
Company is aware, the Company believes that even without considering potential
insurance recoveries, if any, there are no environmental loss contingencies
that individually or in the aggregate, would be material to the Company's
combined financial position, cash flows and results of operations. The Company
accrues for these contingencies when it is probable that a liability has been
incurred and the amount of the loss can be reasonably estimated.

The Company is engaged in providing products and services under contracts
with the U.S. Government and foreign government agencies. All such 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. Under government
procurement regulations, an indictment of the Company by a federal grand jury
could result in the Company being suspended for a period of time from
eligibility for awards of new government contracts. A conviction could result
in debarment from contracting with federal government for a specified term.

The Company is also periodically subject to periodic review or audit by
agencies of the U.S. Government. At December 31, 1997, there are several
pending issues with these agencies that are incidental to the Company's
business. One of these reviews was critical of the Company's procedures for
maintaining control of Government owned property in the Company's custody. The
Company is responsible and liable for $93 million of Government-owned property
in its possession. With respect to this and other U.S. Government matters, the
Company's management believes the ultimate resolution of any such matters will
not have a material adverse effect on the combined financial position, cash
flows or results of operations of the Company.

F-91
<PAGE>

ALLIEDSIGNAL OCEAN SYSTEMS
(A WHOLLY OWNED OPERATION OF ALLIEDSIGNAL, INC.)
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

The Company is periodically subject to litigation, claims or assessments
and various contingent liabilities (including environmental matters) incidental
to their business. With respect to those investigative actions, items of
litigation, claims or assessments of which they are aware, management of the
Company is of the opinion that the probability is remote that, after taking
into account certain provisions that have been made with respect to these
matters, the ultimate resolution of any such investigative actions, items of
litigation, claims or assessments will have a material adverse effect on the
combined financial position, cash flows or results of operations of the
Company.

F-92
<PAGE>

Pictures of the platforms, such as Global Star, International Space Station,
U-2, E-2C, F14, aircraft carrier, into which L-3's products are integrated.

SECURE COMMUNICATION SYSTEMS

SECURE HIGH DATA RATE COMMUNICATIONS
Wideband Data Links

SATELLITE COMMUNICATION TERMINALS
Ground-Based Satellite
Communication Terminals

SPACE COMMUNICATION AND GROUND CONTROL
Satellite Communication and Tracking Systems
Satellite Command and Control Sustainment and Support

MILITARY COMMUNICATIONS
Shipboard Communication Systems
Digital Battlefield Communications
Communication Software
Support Services

INFORMATION SECURITIES SYSTEMS
Secure Telephone Unit (STU III)
Secure Terminal Equipment (STE)
Local Management Device/Key Processor (LMD/KP)
Information Processing Systems

SPECIALIZED COMMUNICATION PRODUCTS

MICROWAVE PRODUCTS
Passive Components, Mechanical Switches and Wireless Assemblies
Safety Products
Semiconductors
Satellite and Wireless Components

AVIONICS AND OCEAN SYSTEMS
Aviation Recorders
Antenna Systems
Display Systems
Ocean Systems

TELEMETRY, INSTRUMENTATION AND SPACE PRODUCTS
Airborne, Ground and Space Telemetry
Space Products
<PAGE>

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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE U.S.
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------------------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Available Information .............................. i
Prospectus Summary ................................. 1
Risk Factors ....................................... 10
Use of Proceeds .................................... 18
Dilution ........................................... 19
Dividend Policy .................................... 19
Capitalization ..................................... 20
Unaudited Pro Forma Condensed Consolidated
Financial Information ........................... 21
Selected Financial Information ..................... 28
Management's Discussion and Analysis of Financial
Condition and Results of Operations ............. 30
Business ........................................... 42
Certain Relationships and Related Transactions...... 60
Management ......................................... 62
Ownership of Capital Stock ......................... 70
Description of Certain Indebtedness ................ 71
Description of Capital Stock ....................... 75
Shares Eligible for Future Sale .................... 76
United States Federal Tax Considerations ........... 78
Underwriting ....................................... 80
Legal Matters ...................................... 84
Experts ............................................ 84
Index to Financial Statements ...................... F-1
</TABLE>

UNTIL JUNE 12, 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE COMMON STOCK
OFFERING), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

6,000,000 SHARES

[LOGO]

L-3 COMMUNICATIONS
HOLDINGS, INC.

COMMON STOCK

----------------------------------------
PROSPECTUS
MAY 18, 1998
----------------------------------------
LEHMAN BROTHERS

BEAR, STEARNS & CO. INC.

CREDIT SUISSE FIRST BOSTON

MORGAN STANLEY DEAN WITTER

C.E. UNTERBERG, TOWBIN

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PROSPECTUS
6,000,000 SHARES

[L-3 Logo]

L-3 COMMUNICATIONS HOLDINGS, INC.
COMMON STOCK
----------------
All of the shares of Common Stock, par value $.01 per share (the "Common
Stock"), of L-3 Communications Holdings, Inc. ("Holdings") offered hereby are
being sold by Holdings. Of the 6,000,000 shares of Common Stock offered hereby,
1,200,000 shares are initially being offered outside the United States and
Canada by the International Managers (the "International Offering") and
4,800,000 shares are initially being offered in the United States and Canada by
the U.S. Underwriters (the "U.S. Offering" and together with the International
Offering, the "Common Stock Offering"). See "Underwriting". The initial public
offering price and underwriting discounts and commissions are identical for
both the International Offering and the U.S. Offering. The closing of the U.S.
Offering is a condition to the closing of the International Offering.

Prior to the Offering, there has been no public market for the Common
Stock of Holdings. See "Underwriting" for a discussion of factors considered in
determining the initial public offering price. The Common Stock has been
approved for listing, subject to notice of issuance, on the New York Stock
Exchange (the "NYSE") under the symbol LLL.

Concurrently with the Common Stock Offering, L-3 Communications
Corporation, a wholly-owned subsidiary of Holdings, is publicly offering (the
"Notes Offering" and, together with the Common Stock Offering, the "Offerings")
$180.0 million aggregate principal amount of its 8 1/2% Senior Subordinated
Notes due 2008 (the "Notes"). Prior to the consummation of the Common Stock
Offering, affiliates of Lehman Brothers Inc. own 49.0% of the outstanding
Common Stock of Holdings. See "Ownership of Capital Stock".
----------------
SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN RISK
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
-------- ---------------------- ----------
<S> <C> <C> <C>
Per Share ......... $ 22.00 $ 1.54 $ 20.46
Total(3) .......... $132,000,000 $9,240,000 $122,760,000
</TABLE>

- --------------------------------------------------------------------------------
(1) Holdings has agreed to indemnify the International Managers and the U.S.
Underwriters (together, the "Underwriters") against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Underwriting".
(2) Before deducting expenses payable by Holdings estimated at $1,560,000.
(3) Holdings has granted to the U.S. Underwriters a 30-day option to purchase
up to an additional 900,000 shares of Common Stock, solely to cover
over-allotments, if any. If the U.S. Underwriters exercise the option in
full, the Price to Public will total $151,800,000, the Underwriting
Discounts and Commissions will total $10,626,000 and the Proceeds to
Company will total $141,174,000. See "Underwriting".
----------------
The shares of Common Stock offered by this Prospectus are offered by the
International Managers named herein subject to prior sale, to withdrawal,
cancellation or modification of the offer without notice, to delivery to and
acceptance by the International Managers and to certain other conditions. It is
expected that delivery of the certificates for the shares of Common Stock will
be made at the offices of Lehman Brothers Inc., New York, New York on or about
May 22, 1998.
----------------
LEHMAN BROTHERS

BEAR, STEARNS INTERNATIONAL LIMITED
CREDIT SUISSE FIRST BOSTON
MORGAN STANLEY DEAN WITTER
C.E. UNTERBERG, TOWBIN

May 18, 1998
<PAGE>

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- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE INTERNATIONAL
MANAGERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------------------------------------
TABLE OF CONTENTS

6,000,000 SHARES

[L-3 LOGO]

L-3 COMMUNICATIONS
HOLDINGS, INC.

COMMON STOCK

----------------------------------------
PROSPECTUS
MAY 18, 1998
----------------------------------------
LEHMAN BROTHERS

BEAR, STEARNS INTERNATIONAL LIMITED

CREDIT SUISSE FIRST BOSTON

MORGAN STANLEY DEAN WITTER

C.E. UNTERBERG, TOWBIN

- --------------------------------------------------------------------------------
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