8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2010

L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION

(Exact name of registrants as specified in their charters)

DELAWARE	001-14141 333-46983	13-3937434 13-3937436
(State or other Jurisdiction of Incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

600 THIRD AVENUE, NEW YORK, NEW YORK	10016
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 697-1111

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8 — OTHER EVENTS

ITEM 8.01. — Other Events.

On July 14, 2010, L-3 Communications Holdings Inc. (the “Company”) issued a press release announcing that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to an additional $1.0 billion of the Company’s outstanding common stock through December 31, 2012.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit
Number	Title
99	Press release dated July 14, 2010, issued by L-3 Communications Holdings, Inc.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

L-3 COMMUNICATIONS HOLDINGS, INC. L-3 COMMUNICATIONS CORPORATION
By:	/s/ Allen E. Danzig
	Name:	Allen E. Danzig
	Title:	Vice President, Assistant General Counsel and Assistant Secretary

Dated: July 14, 2010

EX-99

Exhibit 99

L-3 Communications Corporation
600 Third Avenue
New York, NY 10016
212-697-1111 Fax: 212-682-9553

News

Contact:	L-3 Communications
	Corporate Communications
	212-697-1111

For Immediate Release

L-3 Announces a New $1 Billion Share Repurchase Program

NEW YORK, July 14, 2010 — L-3 Communications Holdings, Inc. (NYSE: LLL) announced today that its board of directors has authorized a new share repurchase program allowing the company to repurchase up to an additional $1 billion of the company’s common stock through December 31, 2012. This new share repurchase authorization is effective immediately and represents L-3’s fourth repurchase program.

“Returning cash to our shareholders is a central element of our disciplined capital deployment strategy, and we are very pleased to reiterate L-3’s commitment to delivering shareholder value through this new repurchase authorization,” said Michael T. Strianese, chairman, president and chief executive officer. “This authorization underscores our confidence in L-3’s strong fundamental business position, our growth and earnings prospects and our ability to continue to generate strong cash flows for 2010 and beyond.”

Repurchases under the program will be made from time to time at management’s discretion in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of common stock to be purchased will depend upon market conditions and other factors. The program will be funded using the company’s cash on hand and cash generated from operations. The program may be extended, suspended or discontinued at any time without prior notice.

Headquartered in New York City, L-3 Communications employs approximately 67,000 people worldwide and is a prime contractor in C³ISR (Command, Control, Communications, Intelligence, Surveillance and Reconnaissance) systems, aircraft modernization and maintenance, and government services. L-3 is also a leading provider of a broad range of electronic systems used on military and commercial platforms. The company reported 2009 sales of $15.6 billion.

To learn more about L-3, please visit the company’s website at www.L-3com.com. L-3 uses its website 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.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Except for historical information contained herein, the matters set forth in this news release are

L-3 Announces a New $1 Billion Share Repurchase Program Page 2

forward-looking statements. Statements 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,” “will,” “could” and similar expressions are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company’s Safe Harbor Compliance Statement for Forward-Looking Statements included in the company’s recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

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