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): June 5, 2013

L-3 COMMUNICATIONS HOLDINGS, INC.

L-3 COMMUNICATIONS CORPORATION

(Exact names 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)

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

Not Applicable

(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:

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

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

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

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

Section 5 — Corporate Governance and Management

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 5, 2013, the Board of Directors (the “Board”) of each of L-3 Communications Holdings, Inc. and L-3 Communications Corporation (together, the “Company”) elected General (Ret.) Ann E. Dunwoody to serve as a director of the Company. The Company expects General (Ret.) Dunwoody to stand for election at the annual meeting of shareholders in May 2014.

General (Ret.) Dunwoody’s compensation for her services as a director will be consistent with that of the Company’s other non-employee directors, except that her compensation will be prorated to reflect the portion of the year remaining until the 2014 annual meeting of shareholders. Accordingly, she will receive the pro rata portion of the annual board member retainer for service on the Board (currently $106,000 per year), which she may elect to receive in cash, the Company’s common stock or a combination thereof. General (Ret.) Dunwoody will also receive the pro rata portion of the Company’s annual board member equity award of restricted stock units (currently based on a grant date fair value of $120,000 per year).

Other than the standard compensation arrangements described above, there are no arrangements or understandings between General (Ret.) Dunwoody and any other person pursuant to which she was elected as a director. General (Ret.) Dunwoody is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

L-3 Communications Holdings, Inc. issued a press release on June 5, 2013, announcing the election of General (Ret.) Dunwoody. The press release is attached hereto as Exhibit 99.

Section 9 — Financial Statements and Exhibits

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Title
99	Press Release dated June 5, 2013, announcing the election of General (Ret.) Ann E. Dunwoody as a director of the Company.

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: June 5, 2013

EXHIBIT INDEX

Exhibit Number	Title
99	Press Release dated June 5, 2013, announcing the election of General (Ret.) Ann E. Dunwoody as a director of the Company.

EX-99

Exhibit 99

Contact: L-3 Communications

Corporate Communications

212-697-1111

L-3 Elects General Ann E. Dunwoody to Its Board of Directors

NEW YORK, June 5, 2013 – L-3 Communications (NYSE: LLL) announced today that General Ann E. Dunwoody (U.S. Army – retired) has been elected to its board of directors. The company’s board now comprises 12 members, 11 of whom are independent directors.

“I am very pleased to welcome General Dunwoody to L-3’s board of directors,” said Michael T. Strianese, L-3’s chairman, president and chief executive officer. “She is an accomplished, strategic leader, with a wealth of experience in the complexities of global logistics and large-scale operations. Her exemplary military achievements and broad scope of managerial responsibilities make her a strong addition to L-3’s board. I look forward to her contributions and guidance.”

Throughout her 38-year military career, General Dunwoody served in a variety of senior staff positions in the Army. From 2008 until her retirement in 2012, she headed the Army Materiel Command, one of the largest commands in the Army, employing more than 69,000 people across 145 countries and all 50 states. General Dunwoody also served as Strategic Planner for the Chief of Staff of the Army and as Executive Officer to the Director, Defense Logistics Agency. She was the first woman in U.S. military history to achieve the rank of four-star general. During her career, she was decorated for distinguished service and has received many major military and honorary awards.

General Dunwoody retired from the Army in October 2012.

Headquartered in New York City, L-3 employs approximately 51,000 people worldwide and is a prime contractor in C³ISR (Command, Control, Communications, Intelligence, Surveillance and Reconnaissance) systems, platform and logistics solutions, and national security solutions. L-3 is also a leading provider of a broad range of electronic systems used on military and commercial platforms. The company reported 2012 sales of $13.1 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 website 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 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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