<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 of purchase 
prices and the related purchase price allocations for the 1998 Acquisitions. 
Actual adjustments will be based on final appraisals and other analyses of 
fair values and adjustments of final purchase prices. Management does not 
expect that differences between preliminary and final allocations will have a 
material impact on the Company's pro forma financial position or results of 
operations. 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 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) 
                          ------------ ------------  ---------------- 
                              (IN MILLIONS, EXCEPT PER SHARE DATA) 
<S>                       <C>          <C>           <C>
STATEMENT OF OPERATIONS: 
Sales....................    $546.5        $158.9          $(1.8) 
Costs and expenses.......     495.0         151.0           (7.6) 
                          ------------ ------------  ---------------- 
  Operating income 
   (loss)................      51.5           7.9            5.8 
Interest and investment 
 income (expense)........       1.4            --             -- 
Interest expense.........      29.9           8.4            1.5 
                          ------------ ------------  ---------------- 
  Income (loss) before 
   income taxes..........      23.0          (0.5)           4.3 
Income tax expense 
 (benefit)...............      10.7          (0.2)            -- 
                          ------------ ------------  ---------------- 
  Net income (loss)......    $ 12.3        $ (0.3)         $ 4.3 
                          ============ ============  ================ 
</TABLE>

   
                    (RESTUBBED TABLE CONTINUED FROM ABOVE) 
    

   
<TABLE>
<CAPTION>
                                                        PRO FORMA 
                           PRO FORMA                   ADJUSTMENTS 
                              L-3          1998            1998          THE 
                          ACQUISITION ACQUISITIONS(3) ACQUISITIONS(2) OFFERINGS PRO FORMA 
                          ----------- --------------- --------------- --------- --------- 

<S>                       <C>        <C>            <C>            <C>        <C>
STATEMENT OF OPERATIONS: 
Sales....................    $703.6       $190.4         $  --        $  --     $894.0 
Costs and expenses.......     638.4        196.3           0.9 (4)       --      835.6 
                          ----------- -------------  ------------- ---------  --------- 
  Operating income 
   (loss)................      65.2         (5.9)         (0.9)          --       58.4 
Interest and investment 
 income (expense)........       1.4         (0.1)                      (1.4)(5)   (0.1) 
Interest expense.........      39.8          0.5           4.8 (5)     (2.7)(5)   42.4 
                          ----------- -------------  ------------- ---------  --------- 
  Income (loss) before 
   income taxes..........      26.8         (6.5)         (5.7)         1.3       15.9 
Income tax expense 
 (benefit)...............      10.5         (4.0)         (2.2)(6)      0.4 (6)    4.7 
                          ----------- -------------  ------------- ---------  --------- 
  Net income (loss)......    $ 16.3       $ (2.5)        $(3.5)       $ 0.9     $ 11.2 
                          =========== =============  ============= =========  ========= 
</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     PRO FORMA 
                                                                    ADJUSTMENTS     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)         --       $ 40.0       $ 40.0 
 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         40.0        314.6 
                                       --------- ---------------  -------------- ------------  ------------ ----------- 
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            86.8 (4)      386.5           --        386.5 
Other assets..........................     55.5          2.5            12.0 (6)       70.0          5.5         75.5 
                                       --------- ---------------  -------------- ------------  ------------ ----------- 
   Total assets.......................   $703.4       $121.7          $ 10.5         $835.6       $ 45.5       $881.1 
                                       ========= ===============  ============== ============  ============ =========== 
LIABILITIES AND 
 SHAREHOLDERS' EQUITY 
Current liabilities: 
 Current portion of long-term debt ...   $  5.0       $  0.3              --         $  5.3       $ (3.8)      $  1.5 
 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            (2.2)          31.5           --         31.5 
                                       --------- ---------------  -------------- ------------  ------------ ----------- 
   Total current liabilities..........    135.6         53.3            (2.2)         186.7         (3.8)       182.9 
                                       --------- ---------------  -------------- ------------  ------------ ----------- 
Pension, postretirement benefits and 
 other liabilities....................     43.1         11.0              --           54.1           --         54.1 
Revolving credit facility.............       --           --          $ 68.8 (2)       68.8        (68.8)          -- 
Term loan facilities..................    167.0           --              --          167.0       (128.4)        38.6 
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         96.5        229.2 
                                       --------- ---------------  -------------- ------------  ------------ ----------- 
   Total liabilities and 
    shareholders' equity..............   $703.4       $121.7          $ 10.5         $835.6       $ 45.5       $881.1 
                                       ========= ===============  ============== ============  ============ =========== 
</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 and for 
   the year ended December 31, 1997, relating to the L-3 Acquisition 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, (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, reflecting 
   pro forma interest expense of $10.2 million based on actual borrowings of 
   $400.0 million and effective cost of borrowing rates incurred by the 
   Company to finance the L-3 Acquisition less interest expense of 
   approximately $8.5 million included in the historical financial statements 
   of the Predecessor Company, and (e) the reversal of a $4.4 million noncash 
   compensation charge related to the initial capitalization of the Company 
   included in the Company's historical results of operations for the nine 
   months ended December 31, 1997 which is nonrecurring in nature. A 
   statutory (federal, state and foreign) tax rate of 39.0% was assumed on 
   these pro forma adjustments except for adjustment (e) where no tax effect 
   has been reflected. 

2. On February 5, 1998, L-3 Communications purchased the assets of STS for 
   $27.0 million of cash. On March 4, 1998, L-3 Communications purchased 
   substantially all the assets of ILEX for $49.2 million of cash (net of 
   acquired cash of $2.7 million) plus additional consideration contingent 
   upon post-acquisition performance of ILEX. On March 30, 1998, L-3 
   Communications purchased the assets of Ocean Systems for $67.5 million of 
   cash. The purchase prices are subject to adjustment based upon the actual 
   closing net assets of STS and ILEX 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 $146.3 
   million were assumed to be financed using cash on hand of $77.5 million 
   and initially using $68.8 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 related to the 1998 Acquisitions is $89.0 million, 
   comprised of $37.2 million and $51.8 million, respectively, for ILEX and 
   Ocean Systems and is being amortized over 40 years resulting in a pro 
   forma charge of $2.2 million per annum. Based upon the preliminary 
   estimates of fair value, the acquisition of STS resulted in no goodwill 
   being recorded since the purchase price was equal to the net assets 
   acquired. 
   Adjustments to costs and expenses in the pro forma statements of 
   operations relating to the 1998 Acquisitions were comprised of the 
   following: 
    

   
<TABLE>
<CAPTION>
                                                                                  YEAR ENDED 
                                                                                 DECEMBER 31, 
                                                                                     1997 
                                                                               --------------- 
                                                                                ($ IN MILLIONS) 
 <S>   <C>                                                                     <C>
 (a)   Amortization expense of estimated purchase cost in excess of net assets       $ 2.2 
 (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..................................      $ 0.9 
                                                                               =============== 
</TABLE>
    

                                5           
<PAGE>
   
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 
   $4.8 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 $2.7 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 $68.8 
 million).....................................................         $ 5.2               -- 
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 $39.8 million, respectively)..............          13.8              3.1 
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 $131.2 million and $200.0 million, 
 respectively) ...............................................           0.7              1.0 
Amortization of deferred debt issuance costs..................           2.0              2.5 
                                                               -------------------- ----------- 
  Total pro forma interest expense ...........................         $45.1            $42.4 
                                                               ==================== =========== 
</TABLE>
    

   In accordance with SEC regulations, the pro forma statement of operations 
   does not reflect interest income on the $40.0 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 $241.0 million, comprised of $150.0 million 
   from the Notes Offering less estimated debt issuance costs of $5.5 
   million, and $96.5 million from the contribution of the net proceeds of 
   the Common Stock Offering reflecting $104.5 million less estimated 
   issuance costs of $8.0 million, have been assumed to reduce borrowings 
   under the Revolving Credit Facility and Term Loan Facilities by $201.0 
   million and increase cash and cash equivalents by $40.0 million. On a pro 
   forma basis the balance sheet reflects the following adjustments and 
   resulting balances: 
    

   
<TABLE>
<CAPTION>
                                                                INCREASE 
                                                               (DECREASE) 
                                                           ----------------- 
                                                            ($ IN MILLIONS) 
<S>                                                        <C>
Cash and cash equivalents ................................      $  40.0 
                                                           ================= 
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 Term Loan Facilities..................      $  (3.8) 
 Revolving Credit Facility................................        (68.8) 
 Long term portion of Term Loan Facilities................       (128.4) 
                                                           ----------------- 
                                                                $(201.0) 
                                                           ================= 
Shareholders' equity: 
Contribution by Holdings of proceeds from the Common 
Stock offering, less expenses.............................      $  96.5 
                                                           ================= 
</TABLE>
    

   
6. The pro forma adjustments were tax-effected, as appropriate using a 
   statutory (federal, state and foreign) tax rate of 39.0%. 
    

                                6