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 millions) Condensed Combining Balance Sheets: At June 30, 2017: Current assets: Cash and cash equivalents $ 272 $ — $ 198 $ (85 ) $ 385 Billed receivables, net 237 377 229 — 843 Contracts in process 769 1,166 265 — 2,200 Other current assets 241 231 121 — 593 Total current assets 1,519 1,774 813 (85 ) 4,021 Goodwill 2,386 3,099 1,254 — 6,739 Other assets 694 605 373 — 1,672 Investment in and amounts due from consolidated subsidiaries 6,091 4,991 — (11,082 ) — Total assets $ 10,690 $ 10,469 $ 2,440 $ (11,167 ) $ 12,432 Current liabilities $ 757 $ 993 $ 530 $ (85 ) $ 2,195 Amounts due to consolidated subsidiaries — — 303 (303 ) — Other long-term liabilities 1,630 204 29 — 1,863 Long-term debt 3,327 — — — 3,327 Total liabilities 5,714 1,197 862 (388 ) 7,385 L3 shareholders’ equity 4,976 9,272 1,578 (10,850 ) 4,976 Noncontrolling interests ― — — 71 71 Total equity 4,976 9,272 1,578 (10,779 ) 5,047 Total liabilities and equity $ 10,690 $ 10,469 $ 2,440 $ (11,167 ) $ 12,432 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 June 30, 2017: Total net sales $ 901 $ 1,512 $ 420 $ (101 ) $ 2,732 Total cost of sales (811 ) (1,357 ) (353 ) 101 (2,420 ) Operating income 90 155 67 — 312 Interest expense (42 ) (1 ) — — (43 ) Interest and other income, net 2 — 2 — 4 Income before income taxes 50 154 69 — 273 Provision for income taxes (12 ) (37 ) (17 ) — (66 ) Equity in net income of consolidated subsidiaries 164 — — (164 ) — Net income 202 117 52 (164 ) 207 Net income attributable to noncontrolling interests — — — (5 ) (5 ) Net income attributable to L3 $ 202 $ 117 $ 52 $ (169 ) $ 202 Comprehensive income attributable to L3 $ 264 $ 117 $ 105 $ (222 ) $ 264 For the quarter ended June 24, 2016: Total net sales $ 903 $ 1,374 $ 454 $ (67 ) $ 2,664 Total cost of sales (803 ) (1,295 ) (386 ) 67 (2,417 ) Operating income 100 79 68 — 247 Interest expense (43 ) — — — (43 ) Interest and other income, net 3 — 2 — 5 Debt retirement charge (5 ) — — — (5 ) Income before income taxes 55 79 70 — 204 Provision for income taxes (14 ) (21 ) (18 ) — (53 ) Equity in net income of consolidated subsidiaries 106 — — (106 ) — Net income 147 58 52 (106 ) 151 Net income attributable to noncontrolling interests — — — (4 ) (4 ) Net income attributable to L3 $ 147 $ 58 $ 52 $ (110 ) $ 147 Comprehensive income attributable to L3 $ 161 $ 61 $ 55 $ (116 ) $ 161 L3 Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Statements of Operations: For the first half period ended June 30, 2017: Total net sales $ 1,763 $ 3,019 $ 793 $ (174 ) $ 5,401 Total cost of sales (1,588 ) (2,756 ) (666 ) 174 (4,836 ) Operating income 175 263 127 — 565 Interest expense (84 ) (1 ) — — (85 ) Interest and other income, net 5 — 4 — 9 Income before income taxes 96 262 131 — 489 Provision for income taxes (22 ) (61 ) (31 ) — (114 ) Equity in net income of consolidated subsidiaries 292 — — (292 ) — Net income 366 201 100 (292 ) 375 Net income attributable to noncontrolling interests — — — (9 ) (9 ) Net income attributable to L3 $ 366 $ 201 $ 100 $ (301 ) $ 366 Comprehensive income attributable to L3 $ 456 $ 201 $ 173 $ (374 ) $ 456 For the first half period ended June 24, 2016: Total net sales $ 1,725 $ 2,559 $ 863 $ (130 ) $ 5,017 Total cost of sales (1,542 ) (2,363 ) (743 ) 130 (4,518 ) Operating income 183 196 120 — 499 Interest expense (84 ) — — — (84 ) Interest and other income, net 6 — 3 — 9 Debt retirement charge (5 ) — — — (5 ) Income from continuing operations before income taxes 100 196 123 — 419 Provision for income taxes (24 ) (47 ) (30 ) — (101 ) Equity in net income of consolidated subsidiaries 298 — — (298 ) — Income from continuing operations 374 149 93 (298 ) 318 Income from discontinued operations, net of income tax — 63 — — 63 Net income 374 212 93 (298 ) 381 Net income attributable to noncontrolling interests — — — (7 ) (7 ) Net income attributable to L3 $ 374 $ 212 $ 93 $ (305 ) $ 374 Comprehensive income attributable to L3 $ 404 $ 223 $ 96 $ (319 ) $ 404 L3 Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated L3 (in millions) Condensed Combining Statements of Cash Flows For the first half period ended June 30, 2017: Operating activities: Net cash from operating activities $ 162 $ 109 $ 121 $ (41 ) $ 351 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 (12 ) — (34 ) Net cash (used in) from investing activities (209 ) 11 (11 ) — (209 ) Financing activities: Common stock repurchased (26 ) — — — (26 ) Dividends paid on L3’s common stock (119 ) — — — (119 ) Other financing activities 173 (121 ) (129 ) 92 15 Net cash from (used in) financing activities 28 (121 ) (129 ) 92 (130 ) Effect of foreign currency exchange rate changes on cash — — 10 — 10 Net (decrease) increase in cash (19 ) (1 ) (9 ) 51 22 Cash and cash equivalents, beginning of the period 291 1 207 (136 ) 363 Cash and cash equivalents, end of the period $ 272 $ — $ 198 $ (85 ) $ 385 For the first half period ended June 24, 2016: Operating activities: Net cash from operating activities from continuing operations $ 168 $ 206 $ 79 $ (77 ) $ 376 Investing activities: Business acquisitions, net of cash acquired (27 ) — — — (27 ) Proceeds from sale of businesses, net of closing date cash balance 576 — (1 ) — 575 Other investing activities (11 ) (28 ) (19 ) — (58 ) Net cash from (used in) investing activities from continuing operations 538 (28 ) (20 ) — 490 Financing activities: Redemption of senior notes (305 ) — — — (305 ) Common stock repurchased (276 ) — — — (276 ) Dividends paid on L3’s common stock (112 ) — — — (112 ) Other financing activities 49 (122 ) (59 ) 160 28 Net cash used in financing activities from continuing operations (644 ) (122 ) (59 ) 160 (665 ) Net decrease in cash and cash equivalents of discontinued operations — (56 ) — — (56 ) Net increase in cash 62 — — 83 145 Cash and cash equivalents, beginning of the period 137 — 165 (95 ) 207 Cash and cash equivalents, end of the period $ 199 $ — $ 165 $ (12 ) $ 352 |