Condensed Combining Financial Information of L3 and Its Subsidiaries | . Condensed Combining Financial Information of L3 and Its Subsidiaries The debt of L3, including the senior notes and borrowings under amounts drawn against the Credit Facility, are guaranteed, on a joint and several, full and unconditional basis, by certain of its 100% owned domestic subsidiaries (the Guarantor Subsidiaries). See Note 9 to the audited consolidated financial statements for the year ended December 31, 2017 , included in the Company’s Annual Report on Form 10-K for additional information. The foreign subsidiaries and certain domestic subsidiaries of L3 (the Non-Guarantor Subsidiaries) do not guarantee the debt of L3. None of the debt of L3 has been issued by its subsidiaries. Under the terms of the indentures governing the senior notes, the guarantees of the senior notes will automatically and unconditionally be released and discharged: (1) upon the release of all guarantees of all other outstanding indebtedness of L3 or (2) upon the determination that such guarantor is no longer a “domestic subsidiary.” In addition, the guarantees of the senior notes will be automatically and unconditionally released and discharged in the event of a sale or other disposition of all of the assets of any guarantor, by way of merger, consolidation or otherwise, or a sale of all of the capital stock of such guarantor. There are no restrictions on the payment of dividends from the Guarantor Subsidiaries to L3. The following unaudited condensed combining financial information presents the results of operations, financial position and cash flows of: (1) L3 excluding its consolidated subsidiaries (the Parent), (2) the Guarantor Subsidiaries, (3) the Non-Guarantor Subsidiaries and (4) the eliminations to arrive at the information for L3 on a consolidated basis. L3 Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Balance Sheets: At June 29, 2018 Current assets: Cash and cash equivalents $ 1,055 $ 19 $ 307 $ (15 ) $ 1,366 Billed receivables, net 285 315 263 — 863 Contract assets 616 810 185 — 1,611 Inventories 393 315 226 — 934 Prepaid expenses and other current assets 112 150 70 — 332 Total current assets 2,461 1,609 1,051 (15 ) 5,106 Goodwill 2,273 2,828 1,550 — 6,651 Other assets 707 712 354 — 1,773 Investment in and amounts due from consolidated subsidiaries 5,668 6,614 — (12,282 ) — Total assets $ 11,109 $ 11,763 $ 2,955 $ (12,297 ) $ 13,530 Current portion of long-term debt $ 581 $ — $ — $ — $ 581 Current liabilities 774 864 599 (15 ) 2,222 Amounts due to consolidated subsidiaries — — 426 (426 ) — Other long-term liabilities 991 757 148 — 1,896 Long-term debt 3,319 — — — 3,319 Total liabilities 5,665 1,621 1,173 (441 ) 8,018 L3 shareholders’ equity 5,444 10,142 1,782 (11,924 ) 5,444 Noncontrolling interests — — — 68 68 Total equity 5,444 10,142 1,782 (11,856 ) 5,512 Total liabilities and equity $ 11,109 $ 11,763 $ 2,955 $ (12,297 ) $ 13,530 L3 Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) At December 31, 2017 Current assets: Cash and cash equivalents $ 432 $ 16 $ 285 $ (71 ) $ 662 Billed receivables, net 266 244 213 — 723 Contracts in process 706 912 315 — 1,933 Prepaid expenses and other current assets 330 235 124 — 689 Assets held for sale — 135 — — 135 Assets of discontinued operations 306 — — — 306 Total current assets 2,040 1,542 937 (71 ) 4,448 Goodwill 2,248 2,844 1,523 — 6,615 Other assets 658 687 321 — 1,666 Investment in and amounts due from consolidated subsidiaries 5,513 6,398 — (11,911 ) — Total assets $ 10,459 $ 11,471 $ 2,781 $ (11,982 ) $ 12,729 Current liabilities $ 811 $ 832 $ 564 $ (71 ) $ 2,136 Liabilities held for sale — 17 — — 17 Liabilities of discontinued operations 226 — — — 226 Amounts due to consolidated subsidiaries — — 330 (330 ) — Other long-term liabilities 1,009 729 131 — 1,869 Long-term debt 3,330 — — — 3,330 Total liabilities 5,376 1,578 1,025 (401 ) 7,578 L3 shareholders’ equity 5,083 9,893 1,756 (11,649 ) 5,083 Noncontrolling interests — — — 68 68 Total equity 5,083 9,893 1,756 (11,581 ) 5,151 Total liabilities and equity $ 10,459 $ 11,471 $ 2,781 $ (11,982 ) $ 12,729 L3 Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Statements of Operations: For the quarter ended June 29, 2018: Total net sales $ 919 $ 1,328 $ 431 $ (95 ) $ 2,583 Total operating costs and expenses (819 ) (1,239 ) (347 ) 95 (2,310 ) Gain on sale of the Crestview & TCS Businesses — 48 — — 48 Operating income 100 137 84 — 321 Interest expense (43 ) — (1 ) — (44 ) Interest and other income, net 6 1 1 — 8 Debt retirement charge (48 ) — — — (48 ) Income from continuing operations before income taxes 15 138 84 — 237 Provision for income taxes (4 ) (26 ) (18 ) — (48 ) Equity in net income of consolidated subsidiaries 174 47 — (221 ) — Income from continuing operations 185 159 66 (221 ) 189 Income from discontinued operations, net of income taxes 190 — — — 190 Net income 375 159 66 (221 ) 379 Net income attributable to noncontrolling interests — — — (4 ) (4 ) Net income attributable to L3 $ 375 $ 159 $ 66 $ (225 ) $ 375 Comprehensive income attributable to L3 $ 306 $ 85 $ (11 ) $ (74 ) $ 306 For the quarter ended June 30, 2017: Total net sales $ 894 $ 1,193 $ 399 $ (101 ) $ 2,385 Total operating costs and expenses (810 ) (1,049 ) (333 ) 101 (2,091 ) Operating income 84 144 66 — 294 Interest expense (42 ) — — — (42 ) Interest and other income, net 2 — — — 2 Income from continuing operations before income taxes 44 144 66 — 254 Provision for income taxes (10 ) (34 ) (15 ) — (59 ) Equity in net income of consolidated subsidiaries 156 35 — (191 ) — Income from continuing operations 190 145 51 (191 ) 195 Income from discontinued operations, net of income taxes 12 — — — 12 Net income 202 145 51 (191 ) 207 Net income attributable to noncontrolling interests — — — (5 ) (5 ) Net income attributable to L3 $ 202 $ 145 $ 51 $ (196 ) $ 202 Comprehensive income attributable to L3 $ 264 $ 192 $ 104 $ (296 ) $ 264 L3 Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Statements of Cash Flows For the first half period ended June 29, 2018: Operating activities: Net cash from (used in) operating activities from continuing operations $ 195 $ (100 ) $ 88 $ (5 ) $ 178 Investing activities: Business acquisitions, net of cash acquired (69 ) — — — (69 ) Proceeds from sale of businesses, net of closing date cash balances 360 175 — — 535 Other investing activities (79 ) (38 ) (19 ) — (136 ) Net cash from (used in) investing activities from continuing operations 212 137 (19 ) — 330 Financing activities: Proceeds from sale of senior notes 1,798 — — — 1,798 Repurchases and redemptions of senior notes (1,263 ) — — — (1,263 ) Common stock repurchased (287 ) — — — (287 ) Dividends paid (128 ) — — — (128 ) Other financing activities 89 (34 ) (39 ) 61 77 Net cash from (used in) financing activities from continuing operations 209 (34 ) (39 ) 61 197 Effect of foreign currency exchange rate changes on cash — — (8 ) — (8 ) Net increase in cash and cash equivalents of discontinued operations 7 — — — 7 Net increase in cash 623 3 22 56 704 Cash and cash equivalents, beginning of the period 432 16 285 (71 ) 662 Cash and cash equivalents, end of the period $ 1,055 $ 19 $ 307 $ (15 ) $ 1,366 For the first half period ended June 30, 2017: Operating activities: Net cash from operating activities from continuing operations $ 137 $ 101 $ 118 $ (41 ) $ 315 Investing activities: Business acquisitions, net of cash acquired (191 ) — — — (191 ) Proceeds from sale of businesses, net of closing date cash balances 15 — 1 — 16 Other investing activities (33 ) 11 (10 ) — (32 ) Net cash (used in) from investing activities from continuing operations (209 ) 11 (9 ) — (207 ) Financing activities: Common stock repurchased (26 ) — — — (26 ) Dividends paid (119 ) — — — (119 ) Other financing activities 164 (117 ) (124 ) 92 15 Net cash from (used in) financing activities from continuing operations 19 (117 ) (124 ) 92 (130 ) Effect of foreign currency exchange rate changes on cash — — 10 — 10 Net increase in cash and cash equivalents of discontinued operations 34 — — — 34 Net decrease in cash (19 ) (5 ) (5 ) 51 22 Cash and cash equivalents, beginning of the period 291 5 203 (136 ) 363 Cash and cash equivalents, end of the period $ 272 $ — $ 198 $ (85 ) $ 385 During the preparation of the condensed consolidating financial information of the Company and its subsidiaries for the quarter ended June 29, 2018, the Company determined the Guarantor Subsidiaries and Non-Guarantor Subsidiaries columns of the Condensed Combining Balance Sheet at December 31, 2017 and March 30, 2018 contained errors which understated total assets, total liabilities and equity of the guarantor subsidiaries reflected as non-guarantor subsidiaries and overstated total assets, total liabilities and equity of the non-guarantor subsidiaries. The errors related to certain guarantor subsidiaries reflected as non-guarantor subsidiaries and understating the equity in net income of certain guarantor subsidiaries. As a result of these errors, the guarantor subsidiaries and non-guarantor subsidiaries columns of the Condensed Combining Statements of Operations for the quarter ended June 30, 2017 and for the half year ended June 30, 2017 understated net income of the guarantor subsidiaries and overstated net income of the non-guarantor subsidiaries. The errors did not impact the Condensed Combining Statement of Cash Flows. The Company assessed the materiality of these items on previously issued annual and interim financial statements in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108, and concluded that the disclosure errors were not material to the Company's previously issued annual and quarter financial statements taken as a whole. The Company has revised the reported amounts for Guarantor Subsidiaries, Non-Guarantor Subsidiaries and Eliminations in the December 31, 2017 Condensed Combining Balance Sheet, and the Condensed Combining Statements of Operations for the quarterly period ended June 30, 2017 and for the first half period ended June 30, 2017 , to correct for these errors as enumerated below. Additionally, the effect of changes in the guarantor subsidiaries resulting from the sale of Vertex Aerospace which occurred on June 29, 2018 are being retrospectively reflected in the below guarantor adjustment column. Condensed Combining Balance Sheet (at December 31, 2017 ) As Reported Adjustment As Adjusted Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination (in millions) Total assets $ 10,270 $ 3,156 $ (10,930 ) $ 1,201 $ (375 ) $ (1,052 ) $ 11,471 $ 2,781 $ (11,982 ) Total liabilities $ 1,756 $ 1,091 $ (419 ) $ (178 ) $ (66 ) $ 18 $ 1,578 $ 1,025 $ (401 ) Total equity $ 8,514 $ 2,065 $ (10,511 ) $ 1,379 $ (309 ) $ (1,070 ) $ 9,893 $ 1,756 $ (11,581 ) Condensed Combining Statement of Operations ( Second Quarter Ended June 30, 2017 ) As Reported Adjustment As Adjusted Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination (in millions) Net income $ 117 $ 52 $ (164 ) $ 28 $ (1 ) $ (27 ) $ 145 $ 51 $ (191 ) Condensed Combining Statement of Operations ( First Half Ended June 30, 2017 ) As Reported Adjustment As Adjusted Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination Guarantor Subsidiaries Non-Guarantor Subsidiaries Elimination (in millions) Net Income $ 201 $ 100 $ (292 ) $ 47 $ (3 ) $ (44 ) $ 248 $ 97 $ (336 ) |