Condensed Combining Financial Information of L3 and Its Subsidiaries | 24. 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 domestic subsidiaries (the “Guarantor Subsidiaries”). See Note 9 to the audited consolidated financial statements for the year ended December 31, 2016, 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. On December 31, 2016, the Company completed an internal reorganization to eliminate its holding company structure. Pursuant to the reorganization, L-3 Communications Holdings, Inc. was merged (the Merger) with and into L-3 Communications Corporation (L-3 Corp), with L-3 Corp being the surviving entity in the Merger (the Surviving Entity). Immediately following the completion of the Merger, the name of the Surviving Entity was changed to L3 Technologies, Inc. For more information on the Merger, see Note 1 in the Company’s annual report on Form 10-K for the year ended December 31, 2016. 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. As a result of the Merger, prior year amounts have been recast to conform to the current year presentation. L3 Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated L3 (in miilions) Condensed Combining Balance Sheets: At March 31, 2017: Current assets: Cash and cash equivalents $ 58 $ 1 $ 195 $ (24 ) $ 230 Billed receivables, net 247 353 202 — 802 Contracts in process 733 1,260 261 — 2,254 Other current assets 246 227 113 — 586 Total current assets 1,284 1,841 771 (24 ) 3,872 Goodwill 2,385 3,099 1,195 — 6,679 Other assets 695 611 307 — 1,613 Investment in and amounts due from consolidated subsidiaries 6,074 4,741 — (10,815 ) — Total assets $ 10,438 $ 10,292 $ 2,273 $ (10,839 ) $ 12,164 Current liabilities $ 811 $ 934 $ 508 $ (24 ) $ 2,229 Amounts due to consolidated subsidiaries — — 289 (289 ) — Other long-term liabilities 1,570 204 33 — 1,807 Long-term debt 3,326 — — — 3,326 Total liabilities 5,707 1,138 830 (313 ) 7,362 L3 shareholders’ equity 4,731 9,154 1,443 (10,597 ) 4,731 Noncontrolling interests — — — 71 71 Total equity 4,731 9,154 1,443 (10,526 ) 4,802 Total liabilities and equity $ 10,438 $ 10,292 $ 2,273 $ (10,839 ) $ 12,164 L3 Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) At December 31, 2016: Current assets: Cash and cash equivalents $ 291 $ 1 $ 207 $ (136 ) $ 363 Billed receivables, net 261 285 185 — 731 Contracts in process 694 1,125 236 — 2,055 Other current assets 236 187 125 — 548 Total current assets 1,482 1,598 753 (136 ) 3,697 Goodwill 2,380 3,007 1,173 — 6,560 Other assets 705 591 312 — 1,608 Investment in and amounts due from consolidated subsidiaries 5,649 5,650 — (11,299 ) — Total assets $ 10,216 $ 10,846 $ 2,238 $ (11,435 ) $ 11,865 Current liabilities $ 789 $ 1,022 $ 460 $ (136 ) $ 2,135 Amounts due to consolidated subsidiaries — — 284 (284 ) — Other long-term liabilities 1,549 200 32 — 1,781 Long-term debt 3,325 — — — 3,325 Total liabilities 5,663 1,222 776 (420 ) 7,241 L3 shareholders’ equity 4,553 9,624 1,462 (11,086 ) 4,553 Noncontrolling interests — — — 71 71 Total equity 4,553 9,624 1,462 (11,015 ) 4,624 Total liabilities and equity $ 10,216 $ 10,846 $ 2,238 $ (11,435 ) $ 11,865 L3 Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Statements of Operations: For the quarter ended March 31, 2017: Total net sales $ 862 $ 1,507 $ 373 $ (73 ) $ 2,669 Total cost of sales (777 ) (1,399 ) (313 ) 73 (2,416 ) Operating income 85 108 60 — 253 Interest expense (42 ) — — — (42 ) Interest and other income, net 3 — 2 — 5 Income from continuing operations before income taxes 46 108 62 — 216 Provision for income taxes (10 ) (24 ) (14 ) — (48 ) Equity in net income of consolidated subsidiaries 128 — — (128 ) — Net income 164 84 48 (128 ) 168 Net income attributable to noncontrolling interests — — — (4 ) (4 ) Net income attributable to L3 $ 164 $ 84 $ 48 $ (132 ) $ 164 Comprehensive income attributable to L3 $ 192 $ 84 $ 68 $ (152 ) $ 192 For the quarter ended March 25, 2016: Total net sales $ 822 $ 1,185 $ 409 $ (63 ) $ 2,353 Total cost of sales (739 ) (1,068 ) (357 ) 63 (2,101 ) Operating income 83 117 52 — 252 Interest expense (41 ) — — — (41 ) Interest and other income, net 3 — 1 — 4 Income from continuing operations before income taxes 45 117 53 — 215 Provision for income taxes (10 ) (26 ) (12 ) — (48 ) Equity in net income of consolidated subsidiaries 192 — — (192 ) — Income from continuing operations 227 91 41 (192 ) 167 Income from discontinued operations, net of income tax — 63 — — 63 Net income 227 154 41 (192 ) 230 Net income attributable to noncontrolling interests — — — (3 ) (3 ) Net income attributable to L3 $ 227 $ 154 $ 41 $ (195 ) $ 227 Comprehensive income attributable to L3 $ 243 $ 162 $ 41 $ (203 ) $ 243 L3 Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Statements of Cash Flows For the quarterly period ended March 31, 2017: Operating activities: Net cash from (used in) operating activities from continuing operations $ 144 $ (85 ) 67 $ (41 ) $ 85 Investing activities: Business acquisitions, net of cash acquired (139 ) — — — (139 ) Proceeds from sale of businesses, net of closing date cash balances 15 — 1 — 16 Other investing activities (16 ) (17 ) (3 ) — (36 ) Net cash used in investing activities from continuing operations (140 ) (17 ) (2 ) — (159 ) Financing activities: Dividends paid on L3's common stock (61 ) — — — (61 ) Other financing activities (176 ) 102 (81 ) 153 (2 ) Net cash (used in) from financing activities from continuing operations (237 ) 102 (81 ) 153 (63 ) Effect of foreign currency exchange rate changes on cash — — 4 — 4 Net decrease in cash (233 ) — (12 ) 112 (133 ) Cash and cash equivalents, beginning of the period 291 1 207 (136 ) 363 Cash and cash equivalents, end of the period $ 58 $ 1 $ 195 $ (24 ) $ 230 For the quarterly period ended March 25, 2016: Operating activities: Net cash from (used in) operating activities from continuing operations $ 46 $ 117 $ (32 ) $ (19 ) $ 112 Investing activities: Business acquisitions, net of cash acquired (27 ) — — — (27 ) Proceeds from sale of businesses, net of closing date cash balance 576 — — — 576 Other investing activities 3 (12 ) (10 ) — (19 ) Net cash from (used in) investing activities from continuing operations 552 (12 ) (10 ) — 530 Financing activities: Common stock repurchased (198 ) — — — (198 ) Dividends paid on L3's common stock (58 ) — — — (58 ) Other financing activities (130 ) (46 ) 66 107 (3 ) Net cash (used in) from financing activities from continuing operations (386 ) (46 ) 66 107 (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 |