For the year ended Dec. 31, 2009, diluted EPS from continuing operations was $7.61, compared to $7.43 for the year ended Dec. 31, 2008⁽¹⁾. Included in 2008 diluted EPS from continuing operations is a $0.58 net gain for certain items that occurred during the quarter ended June 27, 2008 (2008 second quarter), which are discussed below.

"L-3 finished 2009 on a strong note, achieving record annual sales of $15.6 billion," said Michael T. Strianese, chairman, president and chief executive officer. "Our full-year results were underscored by a solid fourth quarter, where we generated record sales and strong operating results, cash flow and EPS. The strength of L-3's ISR (Intelligence, Surveillance and Reconnaissance) businesses continued to be a key driver of our growth, more than offsetting the challenging environment experienced by our government services and commercial businesses."

Mr. Strianese continued, "L-3's performance is a testament to the strong work ethic and commitment of our talented 66,000 employees, and the leadership of our management team. Our ability to respond quickly and effectively to our customers' emerging requirements has distinguished us as an industry leader. In 2010, we will continue to deliver critical capabilities in ISR, unmanned systems, homeland security and military training, along with a host of products and services that are in demand in the government and commercial marketplaces."

Consolidated Results

Fourth Quarter Results of Operations: For the 2009 fourth quarter, consolidated net sales increased 5% compared to the 2008 fourth quarter driven by growth in all four of our reportable segments. The increase in consolidated net sales from acquired businesses net of divestitures⁽²⁾ was $42 million, or 1%.

The 2009 fourth quarter operating income increased by 7% compared to the 2008 fourth quarter. Operating income as a percentage of sales (operating margin) increased to 10.6% for the 2009 fourth quarter from 10.4% for the 2008 fourth quarter. Operating margins increased by 70 basis points primarily due to higher margins for the Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (C³ISR) reportable segment and certain businesses within the Electronic Systems (previously named Specialized Products)⁽³⁾ reportable segment. The increase was partially offset by higher pension expense in the 2009 fourth quarter compared to the 2008 fourth quarter. The increase in pension expense reduced operating income by $23 million ($14 million after income taxes, or $0.12 per diluted share) and reduced operating margin by 50 basis points. The pension expense increase is primarily due to the actuarial losses that we experienced in 2008 as a result of the decline in the fair value of our pension plan assets during 2008, which is amortized as a component of pension expense. See segment results below for additional discussion of segment operating margin.

During the 2009 fourth quarter, L-3 refinanced a substantial portion of its debt. On Oct. 2, 2009, the company completed a $1 billion senior notes offering. A portion of the net proceeds from the offering was used to repay the company's outstanding $650 million term loan on Oct. 7, 2009. The remaining net proceeds, together with cash on hand, were used to redeem the company's outstanding $750 million 7 5/8% senior subordinated notes (7 5/8% Notes) on Nov. 2, 2009. The net impact of the refinancing reduced our debt by $400 million. Additionally, on Oct. 23, 2009, we entered into a new $1 billion three-year revolving credit facility that expires on Oct. 23, 2012, replacing the existing $1 billion revolving credit facility that was scheduled to expire on March 9, 2010.

Net interest expense and other income increased by $9 million for the 2009 fourth quarter compared to the same period last year. This increase was primarily due to a $10 million debt retirement charge related to the company's redemption of the 7 5/8% Notes during the 2009 fourth quarter, approximately $3 million of additional interest expense primarily related to overlapping debt prior to the redemption of the 7 5/8% Notes, and lower interest income on cash investments. These increases were partially offset by income from equity method investments.

The effective tax rate for the 2009 fourth quarter increased by 870 basis points compared to the same quarter last year. The 2008 fourth quarter included income tax benefits related to: (1) a net reversal of previously accrued amounts of $18 million, or $0.15 per diluted share, for the completion of examinations of the 2004 and 2005 U.S. Federal income tax returns and certain state and foreign tax accruals, and (2) $13 million, or $0.11 per diluted share, due to the U.S. Federal research and experimentation tax credit that was retroactively re-enacted in December 2008.

In the 2009 fourth quarter as compared to the 2008 fourth quarter, net income attributable to L-3 decreased by $37 million and diluted EPS decreased by $0.24, or 11% to $1.93 from $2.17. Results for the 2008 fourth quarter included a gain of $33 million ($20 million after taxes, or $0.16 per diluted share) related to the divestiture of an 85% owned business on Oct. 8, 2008, which is excluded from income from continuing operations. Income from continuing operations attributable to L-3 for the 2009 fourth quarter compared to the 2008 fourth quarter, decreased by $17 million, or 7%, and diluted EPS from continuing operations decreased by $0.08, or 4%, for the same period last year. Diluted weighted average common shares outstanding for the 2009 fourth quarter compared to the 2008 fourth quarter declined by 3% due to share repurchases of L-3 common stock made during the past year.

Full Year Results from Continuing Operations: For the year ended Dec. 31, 2009, consolidated net sales increased 5% compared to the year ended Dec. 31, 2008, driven primarily by strong growth in the C³ISR reportable segment, and modest growth in the Aircraft Modernization and Maintenance (AM&M) and Electronic Systems reportable segments. These sales increases were partially offset by a decrease in the Government Services reportable segment caused primarily by lower linguist sales. The increase in consolidated net sales from acquired businesses net of divestitures was $187 million, or 1%.

In addition to the $33 million ($20 million after taxes, or $0.16 per diluted share) gain recorded in the 2008 fourth quarter related to the divestiture of a business, the 2008 results were also impacted by three items that, in the aggregate, increased 2008 operating income by $110 million and reduced interest expense by $7 million (net $71 million after income taxes, or $0.58 per diluted share). These three items are collectively referred to as the Q2 2008 Items and are comprised of:

• A gain of $133 million ($81 million after income taxes, or $0.66 per diluted share) related to the reversal of a $126 million liability as a result of a June 27, 2008 decision by the U.S. Court of Appeals which vacated an adverse 2006 jury verdict and $7 million of related accrued interest (the "Litigation Gain"),
• A gain of $12 million ($7 million after income taxes, or $0.06 per diluted share) related to the sale of a product line (the "Product Line Divestiture Gain"), and
• A non-cash impairment charge of $28 million ($17 million after income taxes, or $0.14 per diluted share) related to a write-down of capitalized software development costs for a general aviation product (the "Impairment Charge").

Operating income for the year ended Dec. 31, 2009, decreased by 2% compared to the year ended Dec. 31, 2008. Operating income for the year ended Dec. 31, 2009 compared to the year ended Dec. 31, 2008 decreased by $79 million ($48 million after income taxes, or $0.41 per diluted share) because of higher pension expense. In addition, the year ended Dec. 31, 2008 included a net gain of $110 million as a result of the Q2 2008 Items discussed above.

For the year ended Dec. 31, 2009, operating margin decreased by 70 basis points to 10.6% compared to 11.3% for the year ended Dec. 31, 2008. Excluding the Q2 2008 Items, operating margin for 2008 was 10.6%. Operating margin increased by 50 basis points due to higher margins, primarily for the C³ISR reportable segment and certain businesses within the Electronic Systems reportable segment. This increase was offset by higher pension expense for the year ended Dec. 31, 2009 compared to the year ended Dec. 31, 2008, which reduced operating margin by 50 basis points. See segment results below for additional discussion of segment operating margin.

Net interest expense and other income increased by $8 million for the year ended Dec. 31, 2009 compared to the same period last year, primarily due to the 2009 fourth quarter debt retirement charge and the $7 million of accrued interest that was reversed during 2008 in connection with the Litigation Gain. These increases were partially offset by lower interest expense and income from equity method investments.

The effective tax rate for the year ended Dec. 31, 2009 decreased by 40 basis points to 34.3% compared to the same period last year. Excluding the Q2 2008 Items, the effective tax rate for the year ended Dec. 31, 2008 was 34.3%.

Income from continuing operations attributable to L-3, for the year ended Dec. 31, 2009, decreased by $17 million, or 2%, and diluted EPS from continuing operations increased by $0.18, or 2%, as compared to the year ended Dec. 31, 2008. Excluding the Q2 2008 Items, income from continuing operations for the year ended Dec. 31, 2009, would have increased by $54 million, or 6%, and diluted EPS from continuing operations would have increased by $0.76, or 11%. Diluted weighted average common shares outstanding for the year ended Dec. 31, 2009 compared to the year ended Dec. 31, 2008 declined by 4% due to share repurchases of L-3 common stock made during the past year.

Orders: Funded orders for the 2009 fourth quarter decreased 1% to $4,246 million compared to $4,294 million for the 2008 fourth quarter, and decreased 11% to $14.7 billion for the year ended Dec. 31, 2009 compared to $16.5 billion for the year ended Dec. 31, 2008. Funded backlog decreased 6% to $10.9 billion at Dec. 31, 2009 compared to $11.6 billion at Dec. 31, 2008.

Cash flow: Net cash from operating activities was $1,407 million for the year ended Dec. 31, 2009, compared to $1,387 million for the year ended Dec. 31, 2008. Capital expenditures, net of dispositions of property, plant and equipment, were $182 million for the year ended Dec. 31, 2009, compared to $203 million for the year ended Dec. 31, 2008.

Reportable SegmentResults

C³ISR

Fourth Quarter: C³ISR net sales for the 2009 fourth quarter increased by 17% compared to the 2008 fourth quarter, primarily due to increased demand and new business from the U.S. Department of Defense (DoD) for airborne ISR and networked communication systems for manned and unmanned platforms.

C³ISR operating income for the 2009 fourth quarter increased by 55% compared to the 2008 fourth quarter. Operating margin increased by 260 basis points. Higher sales volume, improved contract performance and a more favorable sales mix for airborne ISR and networked communication systems increased operating margin by 360 basis points. These increases were partially offset by an increase in pension expense of $8 million, which reduced operating margin by 100 basis points.

Full Year: C³ISR net sales for the year ended Dec. 31, 2009 increased by 22% compared to the year ended Dec. 31, 2008 due to trends similar to the 2009 fourth quarter.

C³ISR operating income for the year ended Dec. 31, 2009 increased 41% compared to the year ended Dec. 31, 2008. Operating margin increased by 150 basis points. Higher sales volume, improved contract performance and a more favorable sales mix for airborne ISR and networked communication systems increased operating margin by 250 basis points. These increases were partially offset by an increase in pension expense of $32 million, which reduced operating margin by 100 basis points.

Government Services

Fourth Quarter: Government Services net sales for the 2009 fourth quarter increased by 0.2% compared to the 2008 fourth quarter. The increase in net sales from acquired businesses was $28 million, or 3%. Sales increased for information technology (IT) support services, primarily for the U.S. Special Operations Command (USSOCOM) and the executive branch of the U.S. Government, and training and other support services for the U.S. Army due to higher volume on new and existing contracts. These increases were partially offset by reduced subcontractor pass-through sales volume of $39 million related to task order renewals for U.S. Army systems and software engineering and sustainment (SSES) services which migrated to a contract where L-3 is not a prime contractor, and lower sales related to Iraq support, including linguist services, which declined by $5 million.

Government Services operating income for the 2009 fourth quarter decreased by 1% compared to the 2008 fourth quarter. Operating margin decreased by 20 basis points. Acquired businesses reduced operating margin by 20 basis points. Lower margins on select contract renewals reduced operating margin by 50 basis points. These decreases were partially offset by the receipt of an award fee for linguist services during the 2009 fourth quarter, which increased operating margin by 20 basis points, and $4 million of litigation accruals that did not recur in the 2009 fourth quarter, which increased operating margin by 30 basis points.

Full Year: Government Services net sales for the year ended Dec. 31, 2009 decreased by 4% compared to the year ended Dec. 31, 2008. Sales declined due to: (1) lower sales of Iraq-related linguist services of $226 million, (2) lower sales due to the timing of deliveries for engineering support services to the DoD, (3) reduced subcontractor pass-through sales volume of $56 million related to the SSES services contract, and (4) lower volume for intelligence support services for the U.S. Army and U.S. Government agencies. These decreases were partially offset by increases for IT support services for USSOCOM and the executive branch of the U.S. Government due to higher volume on new and existing contracts, and net sales from acquired businesses of $110 million, or 3%.

Government Services operating income for the year ended Dec. 31, 2009 decreased by 7% compared to the year ended Dec. 31, 2008. Operating margin decreased by 40 basis points. Lower margins on select 2009 contract renewals and higher 2008 profit margins on certain fixed price contracts reduced operating margin by 50 basis points for the year ended Dec. 31, 2009 compared to the year ended Dec. 31, 2008. Acquired businesses also reduced operating margin by 10 basis points. These decreases were partially offset by a decline in sales of lower margin linguist services, which increased operating margin by 20 basis points.

AM&M

Fourth Quarter: AM&M net sales for the 2009 fourth quarter increased by 1% compared to the 2008 fourth quarter. The increase in sales is due to: (1) higher demand from existing contracts for systems field support services for U.S. Army rotary wing training aircraft and U.S. Special Operations Forces logistics support, and (2) higher sales for Joint Cargo Aircraft (JCA). These increases were partially offset by sales volume declines for contract field services (CFS) as fewer task orders were received because of more competitors on the current contract that began on Oct. 1, 2008.

AM&M operating income for the 2009 fourth quarter decreased by 9% compared to the 2008 fourth quarter. Operating margin decreased by 90 basis points. Higher pension expense reduced operating margin by 50 basis points. The remaining decrease is primarily due to lower sales volume and sales prices for CFS.

Full Year: AM&M net sales for the year ended Dec. 31, 2009 increased by 6% compared to the year ended Dec. 31, 2008. Higher sales for systems field support services and JCA were partially offset by sales declines for CFS.

AM&M operating income for the year ended Dec. 31, 2009 remained substantially the same compared to the year ended Dec. 31, 2008. Operating margin decreased by 50 basis points. Sales volume declines for CFS reduced operating margin by 40 basis points. Operating margin decreased by 30 basis points primarily due to cost increases on international aircraft modernization contracts. Higher pension expense reduced operating margin by 10 basis points. These decreases were partially offset by $10 million of litigation accruals that did not recur in 2009, which increased operating margin by 30 basis points.

Electronic Systems

Fourth Quarter: Electronic Systems net sales for the 2009 fourth quarter increased by 4% compared to the 2008 fourth quarter, reflecting higher sales volume primarily for: (1) deliveries of tactical quiet generators (TQG) for mobile electric power for the U.S. Armed Services, and new and follow-on contracts for shipboard electronics and power distribution, conditioning and conversion products primarily to the U.S. Navy, (2) Electro-Optical/Infrared (EO/IR) products, primarily to the U.S. Air Force and U.S. Army, (3) precision engagement and displays, and (4) a new international contract for the atomic weapons establishment. Additionally, net sales from acquired businesses were $14 million, or 1%. These increases were partially offset by decreases for: (1) combat propulsion systems due to a reduction in DoD funding for the Bradley fighting vehicle, (2) training & simulation due to contracts nearing completion, (3) aviation products as a result of reduced demand from commercial customers, and (4) security & detection and undersea warfare due to delays in receipt of expected orders and timing of deliveries.

Electronic Systems operating income for the 2009 fourth quarter increased by 2% compared to the 2008 fourth quarter. Operating margin decreased by 20 basis points. Higher pension expense of $12 million decreased operating margin by 70 basis points. This decrease was partially offset by an increase of 40 basis points due to higher sales volume and improved contract performance across several business areas, primarily EO/IR products and power & control systems. Acquired businesses also increased operating margin by 10 basis points.

Full Year: Electronic Systems net sales for the year ended Dec. 31, 2009 increased by 3% compared to the year ended Dec. 31, 2008, reflecting higher sales volume primarily for: (1) EO/IR products, (2) deliveries of mobile and ground-based satellite communications systems and spare parts for the U.S. military, communication services primarily to the DoD, and higher sales volume for tactical signal intelligence systems, and (3) TQG and shipboard electronics and power distribution, conditioning and conversion products. The increase in net sales from acquired businesses was $78 million, or 1%, and pertains mostly to the Electro-Optical Systems (EOS) business acquired on April 21, 2008, and to Chesapeake Sciences Corporation acquired on January 30, 2009. These increases were partially offset by decreases primarily for: (1) aviation products as a result of reduced demand from commercial customers, and (2) security & detection and undersea warfare due to trends similar to the 2009 fourth quarter.

Electronic Systems operating income for the year ended Dec. 31, 2009 increased by 4% compared to the year ended Dec. 31, 2008. Operating margin increased by 10 basis points. Excluding the Product Line Divestiture Gain and non-cash Impairment Charge, operating margin decreased by 20 basis points compared to the year ended Dec. 31, 2008. An increase in pension expense of $42 million reduced operating margin by 80 basis points. Operating margin increased by 40 basis points primarily due to higher sales volume and favorable sales mix for EO/IR products and power & control systems. Operating margin increased by 10 basis points due to $6 million of litigation accruals that did not recur in 2009. Acquired businesses increased operating margin by 10 basis points.

FinancialGuidance

Based on information known as of today, the company revised its consolidated and segment financial guidance for the year ending Dec. 31, 2010, as presented in the tables below. All financial guidance amounts are estimates subject to revisions in the future for matters discussed under the "Forward-Looking Statements" cautionary language on the next page, and the company undertakes no duty to update its guidance.

Additional financial information regarding the 2009 fourth quarter results and the 2010 updated financial guidance is available on the company's Web site at www.L-3com.com.

Conference Call

In conjunction with this release, L-3 will host a conference call today, Thursday, January 28, 2010 at 11:00 a.m. EST that will be simultaneously broadcast over the Internet. Michael T. Strianese, chairman, president and chief executive officer and Ralph G. D'Ambrosio, vice president and chief financial officer, will host the call.

11:00 a.m. EST

10:00 a.m. CST

9:00 a.m. MST

8:00 a.m. PST

Listeners may access the conference call live over the Internet at the company's Web site at:

http://www.L-3com.com

Please allow fifteen minutes prior to the call to visit our Web site to download and install any necessary audio software. The archived version of the call may be accessed at our Web site or by dialing (888) 286-8010 (passcode: 19558006), beginning approximately two hours after the call ends and will be available until the company's next quarterly earnings release.

Headquartered in New York City, L-3 employs over 66,000 people worldwide and is a prime contractor in aircraft modernization and maintenance, C³ISR (Command, Control, Communications, Intelligence, Surveillance and Reconnaissance) systems and government services. L-3 is also a leading provider of high technology products, subsystems and systems. The company reported 2009 sales of $15.6 billion.

To learn more about L-3, please visit the company's Web site at www.L-3com.com. L-3 uses its Web site as a channel of distribution of material company information. Financial and other material information regarding L-3 is routinely posted on the company's Web site and is readily accessible.

Forward-Looking Statements

Certain of the matters discussed in this release, including information regarding the Company's 2010 financial outlook 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,'' and similar expressions constitute forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, including projections of total sales growth, sales growth from business acquisitions, organic sales growth, consolidated operating margins, total segment operating margins, interest expense, earnings, cash flow, research and development costs, working capital, capital expenditures and other projections, they are subject to several risks and uncertainties that are difficult to predict, and therefore, we can give no assurance that these statements will be achieved. Such statements will also be influenced by factors which include, among other things: our dependence on the defense industry and the business risks peculiar to that industry; our reliance on contracts with a limited number of agencies of, or contractors to, the U.S. Government and the possibility of termination of government contracts by unilateral government action or for failure to perform; the extensive legal and regulatory requirements surrounding our contracts with the U.S. or foreign governments and the results of any investigation of our contracts undertaken by the U.S. or foreign governments; our ability to retain our existing business and related contracts (revenue arrangements); our ability to successfully compete for and win new business and related contracts (revenue arrangements) and to win re-competitions of our existing contracts; our ability to identify and acquire additional businesses in the future with terms that are attractive to L-3 and to integrate acquired business operations; our ability to maintain and improve our consolidated operating margin and total segment operating margin in future periods; our ability to obtain future government contracts (revenue arrangements) on a timely basis; the availability of government funding or cost-cutting initiatives and changes in customer requirements for our products and services; our significant amount of debt and the restrictions contained in our debt agreements; our ability to continue to retain and train our existing employees and to recruit and hire new qualified and skilled employees as well as our ability to retain and hire employees with U.S. Government Security clearances; actual future interest rates, volatility and other assumptions used in the determination of pension benefits and equity based compensation, as well as the market performance of benefit plan assets; our collective bargaining agreements, our ability to successfully negotiate contracts with labor unions and our ability to favorably resolve labor disputes should they arise; the business, economic and political conditions in the markets in which we operate, including those for the commercial aviation, shipbuilding and communications market; global economic uncertainty; the DoD's contractor support services in-sourcing initiative; our ability to perform contracts on schedule; events beyond our control such as acts of terrorism; our international operations; our extensive use of fixed-price type contracts as compared to cost-reimbursable type and time-and-material type contracts; the rapid change of technology and high level of competition in the defense industry and the commercial industries in which our businesses participate; our introduction of new products into commercial markets or our investments in civil and commercial products or companies; the outcome of litigation matters; results of audits by U.S. Government agencies; anticipated cost savings from business acquisitions not fully realized or realized within the expected time frame; outcome of matters relating to the Foreign Corrupt Practice Act; ultimate resolution of contingent matters, claims and investigations relating to acquired businesses, and the impact on the final purchase price allocations; competitive pressure among companies in our industry; and the fair values of our assets, which can be impaired or reduced by other factors, some of which are discussed above.

For a discussion of other risks and uncertainties that could impair our results of operations or financial condition, see ''Part I -- Item 1A -- Risk Factors'' and Note 18 to our audited consolidated financial statements, included in our Annual Report on Form 10-K for the year ended Dec. 31, 2008 as well as any material updates to these factors in our future filings.

Our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this release to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.

⁽¹⁾ During the quarter ended March 27, 2009, the company adopted three new accounting standards that required retrospective application of their provisions. These standards and the related retrospective application are more fully described in Tables E and F (Unaudited Supplemental Financial Data) attached to this earnings release.

⁽²⁾ Sales from acquired businesses net of divestitures are comprised of (i) sales from business and product line acquisitions that are included in L-3's actual results for less than 12 months, less (ii) sales from business and product line divestitures that are included in L-3's actual results for the 12 months prior to the divestitures.

⁽³⁾ During the 2009 fourth quarter, the company renamed its Specialized Products reportable segment Electronic Systems to better describe the nature of the segment's businesses.

⁽⁴⁾ Free cash flow is defined as net cash from operating activities less net capital expenditures (capital expenditures less cash proceeds from dispositions of property, plant and equipment). Free cash flow represents cash generated after paying for interest on borrowings, income taxes, capital expenditures and changes in working capital, but before repaying principal amount of outstanding debt, paying cash dividends on common stock, repurchasing shares of our common stock, investing cash to acquire businesses, and making other strategic investments. Thus, key assumptions underlying free cash flow are that the company will be able to supplementally finance its existing debt and that the company will be able to supplementally finance any new business acquisitions it makes by raising new debt or equity capital. Because of these assumptions, free cash flow is not a measure that should be relied upon to represent the residual cash flow available for discretionary expenditures.

Table A

Table B

Table C

Table D

Table E

Table F

SOURCE: L-3 Communications Holdings, Inc.

L-3 Communications Holdings, Inc.
Corporate Communications
212-697-1111