<PAGE>
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

   The following unaudited pro forma financial information gives effect to
the L-3 Acquisition, the 1998 Acquisitions and the Offerings (collectively,
the "Transactions"). The Offerings include the Notes Offering and the
contribution by Holdings to the Company of the proceeds of the Common Stock
Offering. The unaudited pro forma condensed consolidated statement of
operations gives effect to the Transactions as if they had occurred as of
January 1, 1997. The unaudited pro forma condensed consolidated balance sheet
gives effect to the Transactions as if they had occurred as of December 31,
1997. The pro forma financial information is based on (i) the consolidated
financial statements of the Company for the nine-month period ended December
31, 1997, (ii) the Combined Statement of Operations of the Predecessor
Company for the three-month period ended March 31, 1997 and (iii) the
financial statements of the 1998 Acquisitions for the year ended December 31,
1997, using the purchase method of accounting and the assumptions and
adjustments in the accompanying notes to the unaudited pro forma condensed
consolidated financial statements.

   The pro forma adjustments are based upon preliminary estimates. Actual
adjustments will be based on final appraisals and other analyses of fair
values and adjustment of the final purchase price. Changes between
preliminary and final allocations for the valuation of contracts-in-process,
inventories, fixed assets, pension liabilities and deferred taxes could be
material. The pro forma statement of operations does not reflect any cost
savings that management of the Company believes would have resulted had the
Transactions occurred on January 1, 1997. The pro forma financial information
should be read in conjunction with (i) the audited Consolidated (Combined)
Financial Statements of the Company and the Predecessor Company as of
December 31, 1997 and for the nine months ended December 31, 1997 and the
three months ended March 31, 1997, (ii) the audited financial statements of
STS for the year ended June 30, 1997, (iii) the unaudited condensed financial
statements of STS as of December 31, 1997 and for the six months ended
December 31, 1997 and 1996, (iv) the audited consolidated financial
statements of ILEX as of December 31, 1997 and for the year ended December
31, 1997 and (v) the audited combined financial statements of Ocean Systems
as of December 31, 1997 and for the year ended December 31, 1997, all of
which are included elsewhere herein. The unaudited pro forma condensed
financial information may not be indicative of the financial position and
results of operations of the Company that actually would have occurred had
the Transactions been in effect on the dates indicated or the financial
position and results of operations that may be obtained in the future.

                                1
<PAGE>
 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND OTHER
                        DATA YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                    PREDECESSOR
                       COMPANY        COMPANY
                     NINE MONTHS    THREE MONTHS      PRO FORMA
                        ENDED          ENDED         ADJUSTMENTS
                    DECEMBER 31,     MARCH 31,           L-3
                        1997          1997(1)      ACQUISITION(1)
                    -------------- --------------  ----------------

<S>                <C>            <C>             <C>
                                    ($ in millions)
STATEMENT OF
 OPERATIONS DATA:
Sales............. $546.5              $158.9           $(1.8)
Costs and
 expenses.........  490.6               151.0            (3.2)
                   -------------- --------------  ----------------
  Operating
   income (loss) .   55.9                 7.9             1.4
Interest and
 investment
 income
 (expense)........    1.4                  --              --
Interest expense .   29.9                 8.4             1.5
                   -------------- --------------  ----------------
  Income (loss)
   before income
   taxes..........   27.4                (0.5)           (0.1)
Income tax
 expense
 (benefit)........   10.7                (0.2)             --
                   -------------- --------------  ----------------
  Net income
   (loss)......... $ 16.7              $ (0.3)          $(0.1)
                   ============== ==============  ================
OTHER DATA:
EBITDA(7)......... $ 78.1
Depreciation
 expense..........   13.3
Amortization
 expense .........    8.9
Capital
 expenditures ....   11.9
Ratio of earnings
 to fixed
 charges(8).......    1.8x
Ratio of
 EBITDA(7) to
 cash interest
 expense(9).......    2.8x
Ratio of net debt
 to EBITDA(7).....
</TABLE>

                    (RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
                                                     PRO FORMA
                                                    ADJUSTMENTS    PRO FORMA
                     PRO FORMA                    ---------------   COMPANY
                        L-3            1998            1998        BEFORE THE      THE
                    ACQUISITION   ACQUISITIONS(3)  ACQUISITIONS    OFFERINGS    OFFERINGS    PRO FORMA
                   ------------- ---------------  --------------  ------------  ----------- -----------

STATEMENT OF
 OPERATIONS DATA:
<S>                <C>           <C>              <C>            <C>           <C>         <C>
Sales.............     $703.6         $190.4           $  --         $894.0       $  --       $894.0
Costs and
 expenses.........      638.4          196.3             1.0 (4)      835.7          --        835.7
                   ------------- ---------------  -------------- ------------  ----------- -----------
  Operating
   income (loss) .       65.2           (5.9)           (1.0)          58.3          --         58.3
Interest and
 investment
 income
 (expense)........        1.4           (0.1)           (1.4)(5)       (0.1)         --         (0.1)
Interest expense .       39.8            0.5             5.2 (5)       45.5        (1.7)(5)     43.8
                   ------------- ---------------  -------------- ------------  ----------- -----------
  Income (loss)
   before income
   taxes..........       26.8           (6.5)           (7.6)          12.7         1.7         14.4
Income tax
 expense
 (benefit)........       10.5           (4.0)           (3.0)(6)        3.5         0.7 (6)      4.2
                   ------------- ---------------  -------------- ------------  ----------- -----------
  Net income
   (loss).........     $ 16.3         $ (2.5)          $(4.6)           9.2       $ 1.0       $ 10.2
                   ============= ===============  ============== ============  =========== ===========
OTHER DATA:
EBITDA(7).........                                                   $ 95.1                   $ 95.1
Depreciation
 expense..........                                                     22.0                     22.0
Amortization
 expense .........                                                     14.8                     14.8
Capital
 expenditures ....                                                     19.9                     19.9
Ratio of earnings
 to fixed
 charges(8).......                                                      1.3x                     1.3x
Ratio of
 EBITDA(7) to
 cash interest
 expense(9).......                                                      2.2x                     2.3x
Ratio of net debt
 to EBITDA(7).....                                                      4.9x                     4.0x
</TABLE>

 See notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

                                2
<PAGE>
           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                             AT DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                     PRO FORMA
                                                                    ADJUSTMENTS    PRO FORMA
                                                                  --------------    COMPANY
                                                       1998            1998        BEFORE THE       THE
                                        COMPANY   ACQUISITIONS(3)  ACQUISITIONS    OFFERINGS   OFFERINGS(5)   PRO FORMA
                                       --------- ---------------   -------------- ------------  ------------ -----------
                                                                        ($ IN MILLIONS)
<S>                                    <C>       <C>              <C>            <C>           <C>          <C>
ASSETS
Current assets:
 Cash and cash equivalents............   $ 77.5       $  4.9          $(82.4)(4)         --       $  50.0      $ 50.0
 Contracts in process.................    167.2         85.2            (2.5)(4)     $249.9            --       249.9
 Other current assets.................     22.7          2.0              --           24.9            --        24.7
                                       --------- ---------------  -------------- ------------  ------------ -----------
   Total current assets...............    267.4         92.1           (84.9)         274.6          50.0       324.6
                                       --------- ---------------  -------------- ------------  ------------ -----------
Property, plant and equipment, net ...     83.0         24.9            (3.4)(4)      104.5            --       104.5
Intangibles, primarily cost in excess
 of net assets acquired, net of
 amortization.........................    297.5          2.2            91.7 (4)      391.4            --       391.4
Other assets..........................     55.5          2.5            12.0 (6)       70.0           5.5        75.5
                                       --------- ---------------  -------------- ------------  ------------ -----------
   Total assets.......................   $703.4       $121.7          $ 15.4         $840.5       $  55.5      $896.0
                                       ========= ===============  ============== ============  ============ ===========
LIABILITIES AND
 SHAREHOLDERS' EQUITY
Current liabilities:
 Current portion of long-term debt ...   $  5.0       $  0.3              --         $  5.3       $  (3.2)     $  2.1
 Accounts payable and accrued
  expenses............................     68.6         30.6              --           99.2            --        99.2
 Customer advances and amounts  in
 excess of costs incurred.............     34.5         16.2              --           50.7            --        50.7
 Other current liabilities............     27.5          6.2              --           33.7            --        33.7
                                       --------- ---------------  -------------- ------------  ------------ -----------
   Total current liabilities..........    135.6         53.3              --          188.9          (3.2)      185.7
                                       --------- ---------------  -------------- ------------  ------------ -----------
Pension, postretirement benefits and
 other liabilities....................     43.1         11.0              --           54.1            --        54.1
Revolving credit facility.............       --           --          $ 71.5 (2)       71.5         (71.5)         --
Term loan facilities..................    167.0           --              --          167.0        (111.8)       55.2
Senior subordinated notes.............    225.0           --              --          225.0         150.0       375.0
Industrial development bond...........       --          1.3              --            1.3                       1.3
Shareholders' equity..................    132.7         56.1           (56.1)         132.7          92.0       224.7
                                       --------- ---------------  -------------- ------------  ------------ -----------
   Total liabilities and
    shareholders' equity..............   $703.4       $121.7          $ 15.4         $840.5       $  55.5      $896.0
                                       ========= ===============  ============== ============  ============ ===========
</TABLE>

 See notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

                                3
<PAGE>
   NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   The following facts and assumptions were used in determining the pro forma
effect of the Transactions.

1. The Company's historical financial statements reflect the results of
   operations of the Company since the effective date of the L-3 Acquisition,
   April 1, 1997, and the Predecessor Company historical financial statements
   reflect the results of operations of the Predecessor Company for the three
   months ended March 31, 1997. The adjustments made to the pro forma
   statement of operations for the three months ended March 31, 1997,
   relating to the Predecessor Company are: (a) the elimination of $1.8
   million of sales and $1.8 million of costs and expenses related to the
   Hycor business, which was acquired as part of the L-3 Acquisition and
   which has been accounted for as "net assets of acquired business held for
   sale", (b) a reduction to costs and expenses of $0.8 million to record
   amortization expenses on the excess of the L-3 Acquisition purchase price
   over net assets acquired of $303.2 million over 40 years, net of the
   reversal of amortization expenses of intangibles included in the
   Predecessor Company historical financial statements, (c) a reduction to
   costs and expenses of $0.6 million to record estimated pension cost on a
   separate company basis net of the reversal of the allocated pension cost
   included in the Predecessor Company historical financial statements and
   (d) a net increase to interest expense of $1.5 million, comprised of a
   $0.2 million allocated interest expense reduction related to the Hycor
   business and a net $1.7 million increase related to the Company's assumed
   cost of borrowing rate of 10.15% and borrowings of $400.0 million compared
   to an assumed cost of borrowing rate of 7.10% and borrowings of $473.6
   million reflected in the historical financial statements of the
   Predecessor Company. A statutory (federal, state and foreign) tax rate of
   39.0% was assumed on these pro forma adjustments.

2. On February 5, 1998, L-3 Communications purchased the assets of STS for
   $27.0 million of cash. On February 10, 1998, L-3 Communications entered
   into a definitive agreement to purchase substantially all the assets of
   ILEX for $51.9 million of cash plus additional consideration contingent
   upon post-acquisition performance of ILEX. On December 22, 1997, L-3
   Communications entered into a definitive agreement to purchase the assets
   of Ocean Systems for $67.5 million of cash. The ILEX and Ocean Systems
   acquisitions are expected to close in the first quarter of 1998.

   All of the aforementioned purchase prices are subject to adjustment based
   upon the actual closing net assets or working capital as defined. For
   purposes of the pro forma financial information, the aggregate purchase
   prices (including estimated expenses of $2.6 million) for the 1998
   Acquisitions of $149.0 million were assumed to be financed using cash on
   hand of $77.5 million and initially using $71.5 million of borrowings
   under the Revolving Credit Facility. See Note 5 for the pro forma effects
   of the Offerings on interest expense and long-term debt including the
   Revolving Credit Facility.

3. The pro forma statement of operations and the pro forma balance sheet
   include the following historical financial data for the 1998 Acquisitions.
   Such data have been derived from each entity's historical financial
   statements included elsewhere herein.
   The pro forma statement of operations includes the following:

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31, 1997
                                          -------------------------------------------
                                                              OCEAN         1998
                                           STS(A)    ILEX    SYSTEMS    ACQUISITIONS
                                          -------- -------  --------- --------------
                                                        ($ IN MILLIONS)
<S>                                       <C>      <C>      <C>       <C>
Sales....................................   $53.9    $63.5    $73.0        $190.4
Costs and expenses.......................    61.7     55.9     78.7         196.3
                                          -------- -------  --------- --------------
  Operating (loss) income................    (7.8)     7.6     (5.7)         (5.9)
Interest and investment income
 (expense)...............................      --     (0.2)     0.1          (0.1)
Interest expense.........................      --       --      0.5           0.5
                                          -------- -------  --------- --------------
  Income (loss) before income taxes .....    (7.8)     7.4     (6.1)         (6.5)
Income tax (benefit) provision ..........    (2.1)     0.5     (2.4)         (4.0)
                                          -------- -------  --------- --------------
  Net (loss) income......................   $(5.7)   $ 6.9    $(3.7)       $ (2.5)
                                          ======== =======  ========= ==============
</TABLE>

------------
(a)  Represents fiscal year ended June 30, 1997 plus the six month period
     ended December 31, 1997 minus the six month period ended December 31,
     1996.

                                4
<PAGE>
   For the 1998 Acquisitions, the pro forma balance sheet includes the
following historical financial data:

<TABLE>
<CAPTION>
                                                                                     OCEAN         1998
                                                                    STS     ILEX    SYSTEMS    ACQUISITIONS
                                                                  ------- -------  --------- --------------
                                                                               ($ IN MILLIONS)
<S>                                                               <C>     <C>      <C>       <C>
ASSETS
Current assets:
 Cash and cash equivalents.......................................     --    $ 4.9       --        $  4.9
 Contracts in process............................................  $32.6     13.2    $39.4          85.2
 Other current assets............................................     --      0.3      1.7           2.0
                                                                  ------- -------  --------- --------------
  Total current assets...........................................   32.6     18.4     41.1          92.1
                                                                  ------- -------  --------- --------------
Property, plant and equipment, net...............................    7.2      0.9     16.8          24.9
Intangibles, primarily cost in excess of net assets acquired,
 net of amortization.............................................     --      0.4      1.8           2.2
Other assets.....................................................     --      0.1      2.4           2.5
                                                                  ------- -------  --------- --------------
  Total assets...................................................  $39.8    $19.8    $62.1        $121.7
                                                                  ======= =======  ========= ==============
LIABILITIES AND NET ASSETS
Current liabilities:
 Current portion of long-term debt...............................  $ 0.2    $ 0.1       --        $  0.3
 Accounts payable and accrued expenses...........................    6.5      5.4    $18.7          30.6
 Customer advances and amounts in excess of costs incurred ......     --       --     16.2          16.2
 Other current liabilities.......................................    3.7      2.5       --           6.2
                                                                  ------- -------  --------- --------------
  Total current liabilities......................................   10.4      8.0     34.9          53.3
                                                                  ------- -------  --------- --------------
Pension, postretirement benefits and other liabilities ..........     --       --     11.0          11.0
Industrial development bond......................................    1.3       --       --           1.3
Net assets.......................................................   28.1     11.8     16.2          56.1
                                                                  ------- -------  --------- --------------
  Total liabilities and net assets...............................  $39.8    $19.8    $62.1        $121.7
                                                                  ======= =======  ========= ==============
</TABLE>

4. The aggregate estimated excess of purchase price over fair value of net
   assets acquired of the 1998 Acquisitions of $93.9 million relates to Ocean
   Systems ($51.8 million) and ILEX ($42.1 million) and is being amortized
   over 40 years resulting in a pro forma charge of $2.3 million per annum.
   The pro forma balance sheet includes an incremental increase to costs in
   excess of net assets acquired of $91.7 million after considering acquired
   cost in excess of net assets acquired of $2.2 million included in the 1998
   Acquisitions historical financial statements.

   Other adjustments to the pro forma balance sheet include reductions to
   cash of $82.4 million representing the use of $77.5 million of the
   Company's historical cash assumed to have been used to fund partially the
   1998 Acquisitions and the elimination of $4.9 million of cash included in
   the 1998 Acquisitions historical financial statements but not acquired by
   the Company. Contracts-in-process pro forma adjustments include a net
   reduction of $2.5 million to reflect $1.0 million of accounts receivable
   not acquired relating to ILEX, an inventory write-up to fair value of $3.5
   million primarily related to finished goods at Ocean Systems and a
   reduction of $5.0 million relating to the valuation of acquired
   contracts-in-process at contract price, less the estimated cost to
   complete and an allowance for normal profit margin on the Company's effort
   to complete such contracts. The pro forma balance sheet includes a
   reduction to fixed assets of $3.4 million to eliminate net book value of
   the Ocean Systems Sylmar facility which will not be acquired by L-3
   Communications. The fair value of other fixed assets is not expected to
   differ materially from their historical carrying amounts. The pro forma
   statement of operations does not reflect any adjustments related to the
   inventory write-up and the valuation of acquired contracts-in-process
   since such adjustments are neither recurring nor material.

                                5
<PAGE>
   A net increase of $1.0 million was made to the costs and expenses data in
   the pro forma statement of operations relating to the 1998 Acquisitions,
   comprised of the following:

<TABLE>
<CAPTION>
                                                                                ($ in millions)
 <S>   <C>                                                                     <C>
 (a)   Amortization expense of estimated purchase cost in excess of net assets       $ 2.3
 (b)   Elimination of goodwill amortization expense included in the historical
        financial statements for the 1998 Acquisitions.........................       (2.1)
 (c)   Estimated annual rent expense on the Sylmar facility of Ocean Systems
        which will not be acquired by L-3 Communications.......................        1.1
 (d)   Elimination of depreciation expense on buildings and improvements on
       the  Sylmar facility of Ocean Systems which will not be acquired by L-3
        Communications.........................................................       (0.3)
                                                                               ---------------
         Total increase to costs and expenses..................................      $ 1.0
                                                                               ===============
</TABLE>

5. The pro forma adjustments for the 1998 Acquisitions, reflecting the
   Company before the Offerings, include (a) the elimination of $1.4 million
   of interest income included in the historical financial statements of the
   Company to reflect the use of cash on hand to fund partially the purchase
   price for the 1998 Acquisitions and (b) an increase to interest expense of
   $5.2 million on debt incurred to fund the remaining purchase prices for
   the 1998 Acquisitions. Pro forma adjustments for the Offerings reflect a
   decrease to interest expense of $1.7 million to reflect the reduction in
   debt from the use of proceeds. The details of interest expense, after such
   pro forma adjustments follow:

<TABLE>
<CAPTION>
                                                                                     YEAR ENDED
                                                                                  DECEMBER 31, 1997
                                                                          ---------------------------------
                                                                            PRO FORMA COMPANY
                                                                          BEFORE THE OFFERINGS   PRO FORMA
                                                                          -------------------- -----------
                                                                                   ($ in millions)
<S>                                                                       <C>                  <C>
Interest on Revolving Credit Facility (7.625% on $71.5 million) .........         $ 5.5               --
Interest on the 1997 Notes (10.375% on $225.0 million)...................          23.3            $23.3
Interest on the Notes (assumed 8.25% on $150.0 million)..................            --             12.4
Interest on borrowings under Term Loan Facilities (8.0% on $172.0 million
 and $57.0 million, respectively)........................................          14.0              4.5
Interest on industrial development bond (4.0% on $1.3 million) ..........           0.1              0.1
Commitment fee of 0.5% on unused portion of the Revolving Credit
 Facility (0.5% on $128.5 million and $200.0 million, respectively)  ....           0.6              1.0
Amortization of deferred debt issuance costs.............................           2.0              2.5
                                                                          -------------------- -----------
  Total pro forma interest expense ......................................         $45.5            $43.8
                                                                          ==================== ===========
</TABLE>

   In accordance with SEC regulations, the pro forma statement of operations
   does not reflect interest income on the $50.0 million cash balance in the
   pro forma balance sheet resulting from the Offerings.

   The Offerings include the Notes Offering and the contribution to the
   Company by Holdings of the proceeds of the Common Stock Offering. The net
   proceeds from the Offerings of $236.5 million, comprised of $150.0 million
   from the Notes Offering less estimated debt issue costs of $5.5 million,
   and $100.0 million from the contribution of the proceeds of the Common
   Stock Offering less estimated issuance expenses of $8.0 million, have been
   assumed to reduce borrowings under the Revolving Credit Facility and Term
   Loan Facilities by $186.5 million and increase cash and cash equivalents
   by $50.0 million. The pro forma balance sheet includes the following
   adjustments:
<PAGE>

<TABLE>
<CAPTION>
                                                                               INCREASE
                                                                              (DECREASE)
                                                                          -----------------
                                                                           ($ in millions)
<S>                                                                       <C>
Cash and cash equivalents ...............................................      $  50.0
                                                                          =================
Senior subordinated notes (proceeds from the Notes)......................        150.0
                                                                          =================
Other assets (deferred debt issuance costs)..............................      $   5.5
                                                                          =================
The net proceeds from the Offerings will be used to reduce borrowings
 and were recorded as follows:
 Current portion of long-term debt.......................................      $  (3.2)
 Revolving Credit Facility...............................................        (71.5)
 Term Loan Facilities....................................................       (111.8)
                                                                          -----------------
                                                                               $(186.5)
                                                                          =================
Shareholders' equity:
Contribution by Holdings of proceeds of Common Stock Offering, less
expenses.................................................................      $  92.0
                                                                          =================
</TABLE>

                                6
<PAGE>
6. The pro forma adjustments were tax-effected, as appropriate, using a
   statutory (federal, state and foreign) tax rate of 39.0%. The pro forma
   balance sheet includes an estimated $12.0 million of deferred tax assets
   related principally to differences between book and tax bases of assumed
   liabilities related to the 1998 Acquisitions.

7. EBITDA is defined as operating income plus depreciation expenses and
   amortization expenses (excluding the amortization of debt issuance costs).
   EBITDA is not a substitute for operating income, net income or cash flows
   from operating activities as determined in accordance with generally
   accepted accounting principles as a measure of profitability or liquidity.
   EBITDA is presented as additional information because management believes
   it to be a useful indicator of the Company's ability to meet debt service
   and capital expenditure requirements.
   Net debt is defined as long-term debt plus current portion of long-term
   debt less cash and cash equivalents.

8.  For purposes of this computation, earnings consist of income before
    income taxes plus fixed charges. Fixed charges consist of interest on
    indebtedness plus that portion of lease rental expense representative of
    the interest element.

9.  For purposes of this computation, cash interest expense consists of pro
    forma interest expense excluding amortization of deferred debt issuance
    costs.

                                7