Condensed Combining Financial Information of L-3 Communications and Its Subsidiaries | 23. Condensed Combining Financial Information of L-3 Communications and Its Subsidiaries L-3 Communications is a 100% owned subsidiary of L-3 Holdings. The debt of L-3 Communications, including the Senior Notes and borrowings under amounts drawn against the Credit Facility are guaranteed, on a joint and several, full and unconditional basis, by certain of its domestic subsidiaries (the “Guarantor Subsidiaries”) and, in the case of the Credit Facility, by L-3 Holdings. See Note 9 to the audited consolidated financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K for additional information. The foreign subsidiaries and certain domestic subsidiaries of L-3 Communications (the “Non-Guarantor Subsidiaries”) do not guarantee the debt of L-3 Communications or L-3 Holdings. None of the debt of L-3 Communications has been issued by its subsidiaries. There are no restrictions on the payment of dividends from the Guarantor Subsidiaries to L-3 Communications or from L-3 Communications to L-3 Holdings. Under the terms of the indentures governing the Senior Notes, the guarantees of the Senior Notes will automatically and unconditionally be released and discharged: (1) upon the release of all guarantees of all other outstanding indebtedness of L-3 Communications Corporation, or (2) upon the determination that such guarantor is no longer a “domestic subsidiary.” In addition, the guarantees of the Senior Notes will be automatically and unconditionally released and discharged in the event of a sale or other disposition of all of the assets of any guarantor, by way of merger, consolidation or otherwise, or a sale of all of the capital stock of such guarantor. The following unaudited condensed combining financial information presents the results of operations, financial position and cash flows of: (1) L-3 Holdings, excluding L-3 Communications and its consolidated subsidiaries (the Parent), (2) L-3 Communications, excluding its consolidated subsidiaries, (3) the Guarantor Subsidiaries, (4) the Non-Guarantor Subsidiaries, and (5) the eliminations to arrive at the information for L-3 on a consolidated basis. L-3 L-3 Guarantor Non- Eliminations Consolidated (in millions) Condensed Combining Balance Sheets: At March 25, 2016: Current assets: Cash and cash equivalents $ — $ 349 $ 3 $ 189 $ (7 ) $ 534 Billed receivables, net — 276 256 247 — 779 Contracts in process — 925 1,030 271 — 2,226 Other current assets — 279 134 111 — 524 Total current assets — 1,829 1,423 818 (7 ) 4,063 Goodwill — 2,339 2,974 993 — 6,306 Other assets — 784 500 258 — 1,542 Investment in and amounts due from consolidated subsidiaries 4,378 5,393 4,312 — (14,083 ) — Total assets $ 4,378 $ 10,345 $ 9,209 $ 2,069 $ (14,090 ) $ 11,911 Current portion of long-term debt $ — $ 499 $ — $ — $ — $ 499 Current liabilities — 913 818 456 (7 ) 2,180 Amounts due to consolidated subsidiaries — — — 247 (247 ) — Other long-term liabilities — 1,428 195 31 — 1,654 Long-term debt — 3,127 — — — 3,127 Total liabilities — 5,967 1,013 734 (254 ) 7,460 L-3 shareholders’ equity 4,378 4,378 8,196 1,335 (13,909 ) 4,378 Noncontrolling interests — — — — 73 73 Total equity 4,378 4,378 8,196 1,335 (13,836 ) 4,451 Total liabilities and equity $ 4,378 $ 10,345 $ 9,209 $ 2,069 $ (14,090 ) $ 11,911 At December 31, 2015: Current assets: Cash and cash equivalents $ — $ 137 $ — $ 165 $ (95 ) $ 207 Billed receivables, net — 278 297 171 — 746 Contracts in process — 872 958 251 — 2,081 Other current assets — 288 137 109 — 534 Assets of discontinued operations — — 664 — — 664 Total current assets — 1,575 2,056 696 (95 ) 4,232 Goodwill — 2,318 2,973 990 — 6,281 Other assets — 798 496 260 — 1,554 Investment in and amounts due from consolidated subsidiaries 4,355 5,609 3,739 111 (13,814 ) — Total assets $ 4,355 $ 10,300 $ 9,264 $ 2,057 $ (13,909 ) $ 12,067 Current portion of long-term debt $ — $ 499 $ — $ — $ — $ 499 Current liabilities — 911 899 445 (95 ) 2,160 Liabilities of discontinued operations — — 220 — — 220 Other long-term liabilities — 1,410 195 29 — 1,634 Long-term debt — 3,125 — — — 3,125 Total liabilities — 5,945 1,314 474 (95 ) 7,638 L-3 shareholders’ equity 4,355 4,355 7,950 1,583 (13,888 ) 4,355 Noncontrolling interests — — — — 74 74 Total equity 4,355 4,355 7,950 1,583 (13,814 ) 4,429 Total liabilities and equity $ 4,355 $ 10,300 $ 9,264 $ 2,057 $ (13,909 ) $ 12,067 Condensed Combining Statements of Operations: For the quarter ended March 25, 2016: Total net sales $ — $ 822 $ 1,185 $ 409 $ (63 ) $ 2,353 Total cost of sales (6 ) (739 ) (1,068 ) (357 ) 69 (2,101 ) Operating (loss) income (6 ) 83 117 52 6 252 Interest expense — (41 ) — — — (41 ) Interest and other income, net — 3 — 1 — 4 (Loss) income from continuing operations before income taxes (6 ) 45 117 53 6 215 Benefit (provision) for income taxes 1 (10 ) (26 ) (12 ) (1 ) (48 ) Equity in net income of consolidated subsidiaries 232 192 — — (424 ) — Income from continuing operations 227 227 91 41 (419 ) 167 Income from discontinued operations, net of income tax — — 63 — — 63 Net income 227 227 154 41 (419 ) 230 Net income attributable to noncontrolling interests — — — — (3 ) (3 ) Net income attributable to L-3 $ 227 $ 227 $ 154 $ 41 $ (422 ) $ 227 Comprehensive income attributable to L-3 $ 243 $ 243 $ 162 $ 41 $ (446 ) $ 243 Condensed Combining Statements of Operations: For the quarter ended March 27, 2015: Total net sales $ — $ 796 $ 1,272 $ 486 $ (66 ) $ 2,488 Total cost of sales (13 ) (729 ) (1,172 ) (444 ) 79 (2,279 ) Loss related to business divestitures — — (3 ) (19 ) — (22 ) Operating (loss) income (13 ) 67 97 23 13 187 Interest expense — (39 ) — — — (39 ) Interest and other income, net — 3 — — — 3 (Loss) income from continuing operations before income taxes (13 ) 31 97 23 13 151 Benefit (provision) for income taxes 4 (10 ) (29 ) (7 ) (4 ) (46 ) Equity in net income of consolidated subsidiaries 114 84 — — (198 ) — Income from continuing operations 105 105 68 16 (189 ) 105 Income from discontinued operations, net of income tax — — 4 — — 4 Net income 105 105 72 16 (189 ) 109 Net income attributable to noncontrolling interests — — — — (4 ) (4 ) Net income attributable to L-3 $ 105 $ 105 $ 72 $ 16 (193 ) $ 105 Comprehensive income (loss) attributable to L-3 $ 26 $ 26 $ 69 $ (73 ) $ (22 ) $ 26 Condensed Combining Statements of Cash Flows For the quarter ended March 25, 2016: Operating activities: Net cash from (used in) operating activities $ 256 $ 46 $ 117 $ (32 ) $ (275 ) $ 112 Investing activities: Business acquisitions, net of cash acquired — (27 ) — — — (27 ) Proceeds from sale of businesses, net of closing date cash balances — 576 — — — 576 Investments in L-3 Communications (1 ) — — — 1 — Other investing activities — 3 (12 ) (10 ) — (19 ) Net cash (used in) from investing activities from continuing operations (1 ) 552 (12 ) (10 ) 1 530 Financing activities: Common stock repurchased (198 ) — — — — (198 ) Dividends paid on L-3 Holdings common stock (58 ) — — — — (58 ) Dividends paid to L-3 Holdings — (256 ) — — 256 — Investments from L-3 Holdings — 1 — — (1 ) — Other financing activities 1 (131 ) (46 ) 66 107 (3 ) Net cash (used in) from financing activities from continuing operations (255 ) (386 ) (46 ) 66 362 (259 ) Net decrease in cash and cash equivalents of discontinued operations — — (56 ) — — (56 ) Net increase in cash — 212 3 24 88 327 Cash and cash equivalents, beginning of the period — 137 — 165 (95 ) 207 Cash and cash equivalents, end of the period $ — $ 349 $ 3 $ 189 $ (7 ) $ 534 For the quarter ended March 27, 2015: Operating activities: Net cash from operating activities $ 158 $ 107 $ 4 $ 1 $ (158 ) $ 112 Investing activities: Business acquisitions, net of cash acquired — (41 ) — — — (41 ) Investments in L-3 Communications (13 ) — — — 13 — Other investing activities — (19 ) (5 ) (9 ) — (33 ) Net cash used in investing activities from continuing operations (13 ) (60 ) (5 ) (9 ) 13 (74 ) Financing activities: Common stock repurchased (100 ) — — — — (100 ) Dividends paid on L-3 Holdings common stock (58 ) — — — — (58 ) Dividends paid to L-3 Holdings — (158 ) — — 158 — Investments from L-3 Holdings — 13 — — (13 ) — Other financing activities 13 (53 ) 4 (7 ) 51 8 Net cash (used in) from financing activities from continuing operations (145 ) (198 ) 4 (7 ) 196 (150 ) Effect of foreign currency exchange rate changes on cash — — — (11 ) — (11 ) Net decrease in cash and cash equivalents of discontinued operations — — (3 ) — — (3 ) Change in cash balance in assets held for sale — — 1 — — 1 Net (decrease) increase in cash — (151 ) 1 (26 ) 51 (125 ) Cash and cash equivalents, beginning of the period — 361 1 142 (62 ) 442 Cash and cash equivalents, end of the period $ — $ 210 $ 2 $ 116 $ (11 ) $ 317 |