L-3 Announces Conversion Option for 3% Convertible Contingent Debt Securities (“CODES”) Due 2035

  L-3 Announces Conversion Option for 3% Convertible Contingent Debt
  Securities (“CODES”) Due 2035

Business Wire

NEW YORK -- March 31, 2014

L-3 Communications Holdings, Inc. (NYSE:LLL) (the “Company”) today notified
holders of the $689.4 million outstanding principal amount of its 3%
Convertible Contingent Debt Securities (the “CODES”) due 2035 (CUSIP Numbers:
502413AW7 and 502424AE4) that they are currently entitled to convert all or a
portion of their CODES (in integral multiples of $1,000) (the “Conversion

The CODES are convertible because the closing price of shares of the Company’s
common stock (the “Common Stock”), for at least 20 trading days during the 30
consecutive trading-day period ending on March 28, 2014 (the last trading day
of the previous fiscal quarter), was greater than 120% of the then current
conversion price of the CODES (the “Trading Price Condition”). Holders’ rights
to convert pursuant to the Trading Price Condition begin March 31, 2014 and
end at 5:00 p.m., New York City time, on June 27, 2014.

The current conversion rate is 11.2259 shares of Common Stock per $1,000
aggregate principal amount of CODES, which is equal to a conversion price of
approximately $89.08 per share. The Company will settle the entire conversion
payment obligation with respect to converted CODES, if any, in cash.

In order to exercise the Conversion Option with respect to any interest in
CODES held in global form through The Depository Trust Company (“DTC”),
holders must complete, or cause to be completed, the conversion notice
(attached as Exhibit D to the indenture governing the CODES) and the
appropriate instructions form for conversion pursuant to DTC’s book-entry
conversion program, deliver, or cause to be delivered, by book-entry delivery
an interest in such global CODES and otherwise comply with the applicable
conversion procedures of DTC.

The Trustee has informed the Company that, as of the date hereof, all
custodians and beneficial holders of the CODES hold the CODES through accounts
with DTC and that there are no certificated CODES in non-global form.
Accordingly, all CODES surrendered for conversion must be delivered through
the transmittal procedures of DTC.

The Company has prepared a notice to holders with respect to the Conversion
Option specifying the applicable terms, conditions and procedures. The notice
is available through DTC and the Bank of New York Mellon, which is serving as
conversion agent. The address of the conversion agent is: The Bank of New York
Mellon, Corporate Trust Reorg, 111 Sanders Creek Parkway, East Syracuse, New
York 13057, Attention: Adam DeCapio.

None of the Company, its Board of Directors or its employees has made or is
making any representation or recommendation to any holder as to whether to
exercise or refrain from exercising the Conversion Option.

Headquartered in New York City, L-3 employs approximately 48,000 people
worldwide and is a prime contractor in aerospace systems and national security
solutions. L-3 is also a leading provider of a broad range of communication
and electronic systems and products used on military and commercial platforms.
The company reported 2013 sales of $12.6 billion.

To learn more about L-3, please visit the company’s website at www.L-3com.com.
L-3 uses its website as a channel of distribution of material company
information. Financial and other material information regarding L-3 is
routinely posted on the company’s website and is readily accessible.

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


L-3 Communications
Corporate Communications
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