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L-3 Communications Holdings, Inc.
600 Third Avenue, New York, NY 10016 * (212) 697-1111

The company is a leading merchant supplier of sophisticated secure communication systems and specialized communication products including secure, high data rate communication systems, microwave components, avionics and ocean systems and telemetry products

Primary Underwriting Group
ManagerTierPhone
Lehman Brothers IncorporatedLead Manager (212) 526-8100
Bear, Stearns & Co. Inc.Co-manager (212) 272-4850
C.E. Unterberg, TowbinCo-manager (212) 572-8060
CS First BostonCo-manager (212) 325-2000
Morgan Stanley Dean Witter Discover & Co.Co-manager (212) 761-5900

Offering Information
NYSE:LLL Manufacturing: SIC 3812
Type of Shares:Common Shares Filing Date:2/26/98
U.S. Shares:6,000,000 Offer Date:5/18/98
Non-U.S. Shares:0 Filing Range:$18.00 - $20.00
Primary Shares:6,000,000 Offer Price:$22.00
Secondary Shares:0 Gross Spread:$1.54
Offering Amount: $114,000,000 Selling:$0.92
Expenses:$0 Reallowance:$0.10
Post-IPO Shares:26,000,000
Employees:6100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Simpson, Thacher & Bartlett
Bank's Law Firm: Latham & Watkins
Auditor: Coopers & Lybrand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Audited
Income
Balance
Sheet
12/31/97 12/31/97
Revenue:$894.00Assets:$703.40
Net Income:$10.20Curr Assets:$267.38
EPS:Liabilities:$585.33
Prior EPS:Curr Liab:$135.57
Cash Flow/Oper:Equity:$118.08
Cash Flow/Fin:Cash:$77.47
Cash Flow/Inv:Working Cap:$131.81

Competition
The communications equipment industry for defense applications and as a whole is highly competitive. Declining defense budgets and increasing pressures for cost reductions have precipitated a major consolidation in the defense industry. The DoD's increased use of commercial off-the-shelf products and components in military equipment is expected to increase the entrance of new competitors. In addition, consolidation has resulted in delays in contract funding or awards and significant predatory pricing pressures associated with increased competition and reduced funding. The Company expects that the emergence of merchant suppliers will increase competition for OEM business. The Company's ability to compete for defense contracts depends to a large extent on the effectiveness and innovativeness of its research and development programs, its ability to offer better program performance than its competitors at a lower cost to the Government customer and its readiness in facilities, equipment and personnel to undertake the programs for which it competes. In some instances, programs are sole source or work directed by the Government to a single supplier. In such cases, there may be other suppliers who have the capability to compete for the programs involved, but they can only enter or reenter the market if the Government should choose to reopen the particular program to competition. Many of the Company's competitors are larger and have substantially greater financial and other resources than the Company.

Business Plan
The Company's strategy to continue to achieve its objectives includes: (I) Expand Merchant Supplier Relationships, (ii) Support Customer Requirements, (iii) Enhance Operating Margins, (iv) Leverage Technical and Market Leadership Positions, (v) Maintain Diversified Business Mix and (vi) Capitalize on Strategic Acquisition Opportunities.

Use of Proceeds
The proceeds from the proposed offering will be used to repay existing indebtedness and for general corporate purposes.

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