L-3 Announces Full Redemption of 3% Convertible Contingent Debt Securities (CODES) Due 2035

  L-3 Announces Full Redemption of 3% Convertible Contingent Debt Securities
  (CODES) Due 2035

Business Wire

NEW YORK -- May 13, 2014

L-3 Communications Holdings, Inc. (NYSE:LLL) (the “Company”) announced today
that it has called for full redemption of all of its outstanding 3%
Convertible Contingent Debt Securities (the “CODES”) due 2035 (CUSIP Numbers:
502424AE4 and 502413AW7) to be effected on June 2, 2014 (the “Redemption
Date”) (the “Redemption”). As of March 28, 2014, there was $689.4 million in
aggregate principal amount of CODES outstanding.

The redemption price for the CODES  will be $1,000 per $1,000 principal amount
of the CODES, plus accrued and unpaid interest to, but excluding, the
Redemption Date (the “Redemption Price”), payable in cash.

Holders of the CODES are entitled to convert all or a portion of thereof (in
integral multiples of $1,000) at any time prior to the close of business on
the business day immediately preceding the Redemption Date (the “Redemption
Conversion Period”).

The current conversion rate of the CODES is 11.2259 shares of common stock,
par value $0.01 per share, of the Company (the “Common Stock”), per $1,000
aggregate principal amount of CODES, which is equal to a conversion price of
approximately $89.08 per share. Assuming that the price per share of the
Common Stock is $114.55, which was the closing price of the Common Stock on
the New York Stock Exchange on May 9, 2014, the value of the shares of Common
Stock that holders of CODES would be entitled to receive upon conversion
during the Redemption Conversion Period would be $1,288.34 per $1,000
aggregate principal amount of CODES, or approximately $888 million. The actual
value will be calculated in accordance with the indenture governing the CODES
based on the closing sales price of the Common Stock and the conversion rate
for each trading day in the 20 trading day period ending one trading day
immediately preceding the Redemption Date.

The Company will settle the entire conversion payment obligation with respect
to converted CODES, if any, in cash. If you convert your CODES you will not be
entitled to any accrued and unpaid interest and will only receive the amount
due upon conversion.

Any excess of the conversion value over the fair value of the debt component
of the CODES, net of related deferred income taxes, will be recorded as a
reduction to shareholders’ equity of the Company. We expect the fair value of
the debt component of the CODES to equal its par value.

The Bank of New York Mellon (the “Trustee”) has informed the Company that, as
of the date of this communication, all custodians and beneficial holders of
the CODES hold the CODES through accounts with The Depository Trust Company
(“DTC”) and that there are no certificated CODES in non-global form.
Accordingly, all CODES surrendered for redemption or conversion must be
delivered through the transmittal procedures of DTC.

The Trustee is acting both as the Paying Agent and Conversion Agent, each as
defined under the indenture governing the CODES, for purposes of the
Redemption and any conversion pursuant thereto. In order to receive the
Redemption Price for the CODES, a holder must present the CODES for surrender
to the Paying Agent at: The Bank of New York Mellon, Corporate Trust – Reorg,
111 Sanders Creek Parkway, East Syracuse, New York 13057, Attention: Adam

A Notice of Redemption, which contains information about converting the CODES,
is being sent by the Company to all record owners of CODES.

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.


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