10-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2005
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the transition period from                              to

Commission File Number 1-8533

DRS Technologies, Inc.
(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation or organization)	13-2632319 (I.R.S. Employer Identification Number)
5 Sylvan Way, Parsippany, New Jersey (Address at principal executive offices)	07054 (Zip Code)

(973) 898-1500
(Telephone No.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on which Registered
Common Stock, $.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ý    No o

        The market value of shares of common stock held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter was $1,009.8 million. The number of shares of common stock outstanding as of June 8, 2005 was 27,728,150.

DOCUMENTS INCORPORATED BY REFERENCE

1.

The information required by Part III of this report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the annual meeting of stockholders to be held on August 4, 2005, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

Table of Contents

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	26
Item 3.	Legal Proceedings	27
Item 4.	Submission of Matters to a Vote of Security Holders	29
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	29
Item 6.	Selected Financial Data	30
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Financial Statements and Supplementary Data	59
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	121
Item 9A.	Controls and Procedures	121
Item 9B.	Other Information	123
PART III
Item 10.	Directors and Executive Officers of the Registrant	125
Item 11.	Executive Compensation	125
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	125
Item 13.	Certain Relationships and Related Transactions	125
Item 14.	Principal Accountant Fees and Services	125
PART IV
Item 15.	Exhibits, Financial Statement Schedules	125
Signatures		126

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Item 1. Business

        References in this Annual Report on Form 10-K to "DRS Technologies," "DRS," "the Company," "we," "our" and "us" refer to DRS Technologies, Inc., its wholly-owned subsidiaries and majority-owned partnership.

General

        DRS Technologies is a leading supplier of defense electronic products and systems. We provide high-technology products and services to all branches of the U.S. military, major aerospace and defense prime contractors, government intelligence agencies, international military forces and industrial markets. We focus on several key areas of importance for the U.S. Department of Defense, such as intelligence, surveillance, reconnaissance, power management, advanced communications and network systems. Incorporated in 1968, DRS has served the defense industry for over 36 years. We are a leading provider of thermal imaging devices, combat display workstations, electronic sensor systems, power systems, battlefield digitization systems, air combat training systems, and deployable flight incident recorders. Our products are deployed on a wide range of high-profile military platforms, such as DDG-51 Aegis destroyers, M1A2 Abrams Main Battle Tanks, M2A3 Bradley Fighting Vehicles, OH-58D Kiowa Warrior helicopters, AH-64 Apache helicopters, F/A-18E/F Super Hornet and F-16 Fighting Falcon jet fighters, C-17 Globemaster II and C-130 Hercules cargo aircraft, Trident submarines, Virginia class submarines and on several other platforms for military and non-military applications. We also have contracts that support future military platforms, such as the DD(X) destroyer, CVN-78 next generation aircraft carrier and Future Combat System.

        Over the past five years, we increased our annual revenues at a compound annual growth rate of 27.3% and our operating income at a compound annual growth rate of 40.5%. For the year ended March 31, 2005, we had revenues of $1.3 billion and operating income of $143.1 million.

Available Information

        The address of our principal executive office is 5 Sylvan Way, Parsippany, New Jersey 07054, and our telephone number is (973) 898-1500. Our web address is http://www.drs.com. We are subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, file reports and other information with the Securities and Exchange Commission (SEC). Such reports and other information can be inspected and copied at the Public Reference Room of the SEC, located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at a regional public reference facility maintained by the SEC located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Room of the SEC at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Such material also may be accessed electronically by means of the SEC's home page on the Internet at http://www.sec.gov.

        We provide free of charge on our web site our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to reports filed or furnished, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material with, or furnish it to, the U.S. Securities and Exchange Commission.

        The corporate governance information in our web site includes our Code of Ethics and Code of Business Conduct for all employees of DRS, including senior financial personnel and our Board of Directors. In addition, amendments to and waivers granted to our directors and executive officers under our Code of Ethics, if any, will be posted in this area of our web site. These corporate governance documents can be accessed by visiting our web site and clicking on the "Corporate Info" link followed by the "Ethics Program" link. You can request a copy of our Code of Ethics at no cost by contacting Investor Relations at (973) 898-1500.

3

Company Organization

        During the fourth quarter of fiscal 2004, we implemented a new organizational operating structure, which realigned all of our businesses into two operating segments. The repositioning was the result of strategic organizational reviews and a focused effort undertaken to integrate the Company's acquisition of Integrated Defense Technologies, Inc. (IDT), which was completed on November 4, 2003. Our two operating segments are: the Command, Control, Communications, Computers and Intelligence Group (C4I Group) and the Surveillance and Reconnaissance Group (SR Group). All other operations are grouped in Other. The C4I Group consists of four primary business areas, and the SR Group operating segment consists of three primary business areas.

        On March 10, 2005, we completed the sale of two of our operating units, DRS Weather Systems, Inc. (DRS Weather) and DRS Broadcast Technology (DRS Broadcast). The operating units were acquired in connection with our fiscal 2004 acquisition of Integrated Defense Technologies, Inc. (IDT). As a result of the divestiture, DRS Weather's and DRS Broadcast's assets and liabilities are presented on the March 31, 2004 balance sheet as "Assets of discontinued operations" and "Liabilities of discontinued operations", respectively. The results of operations of DRS Weather and DRS Broadcast for the fiscal year ended March 31, 2005 and for the period from the date of acquisition through March 31, 2004 are included in the Consolidated Statements of Earnings as "Earnings from discontinued operations" and includes the gain on their sale. The cash flows of the discontinued operations also are presented separately in the Consolidated Statement of Cash Flows for the years ended March 31, 2005 and 2004.

        A summary of the operating results of the discontinued operations for the years ended March 31, 2005 and 2004 is more fully described under Note 2, "Acquisitions and Divestitures," in our Consolidated Financial Statements for the year ended March 31, 2005.

        During the second quarter of fiscal 2005, DRS Data and Imaging Systems Ltd. was consolidated into our C4I Group's DRS Tactical Systems Ltd. operating unit to achieve certain operating synergies. DRS Data and Imaging Systems Ltd. previously had been managed as a part of our SR Group. Prior-year balances and results of operations for both the C4I Group and SR Group have been restated to reflect this management reporting change.

        Financial information on our reportable business segments is presented in Note 14 to our Consolidated Financial Statements, which are included in this Form 10-K (see Item 8. Financial Statements and Supplementary Data). Additional financial data and commentary on the results of operations for the operating segments are included in Management's Discussion and Analysis of Financial Condition and Results of Operations, which also is included in this Form 10-K (see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations). The data and comments should be referred to in conjunction with the summary description of our operating segments, which follows.

C4I Group

        The C4I Group is comprised of the following business areas: Command, Control and Communications (C3), which includes naval display systems, ship communications systems, radar systems, technical support, electronic manufacturing and system integration services, and secure voice and data communications; Power Systems, which includes naval and industrial power generation, conversion, propulsion, distribution and control systems; Intelligence Technologies, which includes signals intelligence, communications intelligence, data collection, processing and dissemination equipment; and Tactical Systems, which includes battle management tactical computer systems and peripherals.

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        Our C4I Group's products and services, their applications, platforms and end-users are summarized in the table below:

C3
Product	Description	Platforms/Customers
Tactical/Sensor Combat Display Systems	AN/UYQ-70 Advanced Display Systems family of products comprised of Commercial Off-the-Shelf (COTS)-based systems integrating the latest information processing and display technology for combat, command and control, and mission-essential applications. DRS, teamed with Lockheed Martin, has provided these systems since 1994 as the sole source team provider under an indefinite delivery, indefinite quantity contract.	•  U.S. Navy Aegis cruisers/destroyers •  U.S. Navy aircraft carriers •  U.S. Navy NSSN New Attack     Submarines, Trident and other     attack submarines •  U.S. Navy E-2C Hawkeye     surveillance aircraft •  U.S. Navy LHA amphibious assault     ships •  U.S. Navy/Marine Corps     Cooperative Engagement     Capability platforms
Engineering Services	Hardware, middleware and software engineering development services for defense computing environments, network-centric computing infrastructures for next-generation platforms, multi-modal display workstations, thin client computers.	•  Aegis Tactical Display Upgrade     program for Lockheed     Martin/U.S. Navy
AN/SPS-67(V)3 Radar System	Naval surveillance radar system forming an integral part of the command and control combat system. Provides automatic target detection, digital moving target indications, track-while-scan capability for surface and low flying object detection.	•  U.S. Navy Aegis cruisers/destroyers •  Spanish Navy F-100 ships •  Other international surface ships
AN/SQR-17A Sonar Signal Processing System	State-of-the-art string array (acoustic) sonar sensors and multi-sensor processing systems for harbor and coastal surveillance. Used for shore and near-shore warfare, amphibious operations and harbor defense.	•  U.S. Navy MIUW shore     surveillance vans
Technical Support Services	Naval support, including engineering, integrated logistics support, technical manuals, depot-level system repair and installation, training, maintenance planning, configuration management, on-line and phone support, R&D.	•  U.S. and international naval bases •  Worldwide field support
Anti-Terrorist/Force Protection System (ATFP)	Mobile van used for homeland defense and protection of shoreline and borders equipped with DRS display products, infrared sensors, radar and other sensor systems.	•  U.S. Navy •  International governments

5

C3 continued
Product	Description	Platforms/Customers
Electronic Manufacturing, Integration and Testing Services	Electronic manufacture of DRS products and turn-key manufacturing services for other manufacturers in the aerospace, defense and space industries. Value-added electronic manufacturing services with advanced ISO 9000, ISO 9001 and AS-9000 Quality System Standards certified manufacturing, testing and system integration facilities. Manufactures computer workstations, rugged computers, cable and wire harness assemblies for tanks and aircraft, printed circuit cards, and provides system integration and test services for military and commercial customers.	•  Rugged computer systems for     General Dynamics/U.S. Army •  M2A3 Bradley Fighting Vehicles     for United Defense/U.S. Army •  AN/UYQ-70 Display Systems for     Lockheed Martin/U.S. Navy •  E-8C Joint STARS aircraft for     Northrop Grumman/U.S. Air Force •  Boeing spacecraft •  Smiths Industries for F/A-18     and AV-8B aircraft •  Eastman Kodak •  General Motors Defense Light     Armored Vehicles •  Northrop Grumman •  Lockheed Martin •  Honeywell •  L-3 Communications
Integrated Shipboard Communications Systems	Tactical, secure and non-secure interior ship communication systems providing voice transmission; including modems, terminals and digital telephones.	•  USS George Washington aircraft     carrier •  Canadian patrol frigates, Trump     destroyers and AOR supply ships •  Venezuelan Mariscal Sucre     class ships •  U.S. Navy Aegis class ships
Secure Voice System (SVS)	Incorporated in the AN/UYQ-70 display system and designed to become the backbone of a completely integrated voice and data transfer system to support a full range of internal Naval ship communication requirements.	•  U.S. Navy aircraft carriers •  Aegis DDG class destroyer combat     system baseline
Data Link Products	Provide data link solutions for data transmission and exchange between ship, air and shore platforms to support national security interests and increased battle group interoperability. Includes modems and cryptographic devices for tactical and secure communications.	•  U.S. and international aircraft,     ship and shore platforms •  Royal Australian Air Force's     Wedgetail aircraft
Tactical Dissemination Modules (TDM)	Installed on both surface ships and mobile ground platforms to serve as tactical communication links between ships, fighter aircraft and scout vehicles.	•  U.S. Navy ships •  Scout vehicles •  NATO and other allied military     ships, aircraft and land-based     sites

6

C3 continued
Product	Description	Platforms/Customers
Secure Terminal Equipment (STE)	Next-generation secure voice and data communications subsystems for communication over public service telephone and military tactical networks.	•  U.S. government information     security (INFOSEC) program •  U.S. Navy's AN/UYQ-70 Common     Data Link Management System
Infrared Search and Track (IRST) System	Sophisticated sensor signal processing subsystems for international naval surface ship self defense against anti-ship missiles and aircraft.	•  Joint Dutch/Canadian SIRIUS     program •  Canadian Department of National     Defense •  Republic of Korea
Mobile Ground Surveillance Radar Systems	Radar surveillance systems for light mobile vehicle/scout platforms comprised of Squire™ radar, thermal imaging and other multi sensor equipment. Developed by Thales, built by DRS.	•  U.S. and international High-     Mobility purpose Wheeled     Vehicles associated with military     FMS programs for the Republic     of China, Greece, Egypt, Israel •  Homeland defense, border patrol •  High-value asset protection
AN/TAS-502 Night Observation Device, Long Range (NODLR)	Supporting the NODLR Mid-Life Improvement program, these man-portable or vehicle-mounted systems are comprised of Third Generation Focal Plane Arrays (FPAs) and associated electronic components for day/night ground surveillance. Doubles the range of current systems, improving their operation with increased reliability and noise reduction. Utilizes DRS-produced AN/UAR-501 Thermal Observation Device.	•  Canadian Department of National     Defense; Canadian Army

Power Systems
Product	Description	Platforms/Customers
Integrated Fight Through Power	First large-scale power conversion and electric propulsion research and development program using COTS to enable integrated powering of all propulsion, combat systems and ship services.	•  U.S. Navy's next-generation     combatant ships, including     the DD(X) destroyer •  U.S. Navy's CVN-78 preliminary     design
Advanced Modular Power (AMP)	Nuclear power conversion equipment.	•  U.S. Navy Aegis cruisers/destroyers •  U.S. Navy NSSN, Seawolf, Los Angeles, Nimitz, Ohio and other classes of attack submarines •  Bechtel plant machinery
DD(X) Electric Drive Engineering Developm Models	Newly designed lower-weight, compact and high-density electric drive motors.	•  DD(X) EDMs of electric drive for Northrop Grumman/U.S. Navyent

7

Power Systems continued
Product	Description	Platforms/Customers
Large Scale Vehicle 2 (LSV-2)	Electric drive scale model of the Virginia-class submarine developed by the Navy to conduct hydro-acoustic modeling studies.	•  Virginia-class submarines, U.S. Navy
Secondary Propulsion Unit Drive (SPUD)	Second-generation power conversion product with soft switch topology to satisfy high power density, fidelity and thermal efficiency requirements.	•  SSGN retrofits, U.S. Navy
Millennium Motor Controls	Microprocessor and Local Area Network (LAN)-based motor control products that provide accurate measurement and control functions of load current for superior motor protection.	•  U.S. Navy's LPD-17 amphibious assault ships •  Virginia-class submarines •  CVN-76 aircraft carriers •  Arleigh Burke-class guided missile destroyers •  U.S. Navy's Landing Helicopter Deck (LHD-8) amphibious assault ships
Nuclear Control Panels	Nuclear control panels that act as central control stations for nuclear propulsion plants.	•  U.S. Navy surface and submarine combatants
Monitoring Integrated Control and Automation (MICA) Systems	Major shipboard control system utilizing COTS+4 technology. Serves main engine control throttle of CVN-77 and is planned for backfit on the CVN-69.	•  U.S. Navy's CVN-77, CVN-69 aircraft carriers •  Nimitz-class ships
Aircraft Carrier and Ship Local Area Networks	Aircraft carrier LAN system utilizing COTS technology. Connects numerous pieces of equipment with the propulsion plant and facilitates data storage and common processing. Converts a ruggedized personal computer to a shipboard server network or LAN.	•  U.S. Navy aircraft carriers and surface ships
High-Performance Electric Drives	Provides extensive power range, multiple communication networks and several packaging styles for pumps, fans, compressors, winches, conveyers, and power generation and distribution.	•  Wide range of applications in military and industrial markets
Pod Propulsion Motors	Compact, permanent magnet motors delivering high torque at slow speed, eliminating the need for reduction gears in podded marine propulsion systems.	•  Defense Advanced Research Projects Agency
Integral Motor Pumps	Integrates a brushless permanent magnet motor into the impeller of a centrifugal pump, forming a single, compact motor/pump unit with only one moving part.	•  Office of Naval Research •  Knolls Atomic Power Laboratory •  General Dynamics Electric Boat •  Boeing/SAIC •  Other military and industrial customers

8

Oil & Gas Drilling Products	Oil and gas drilling equipment powered by durable motors and drives, providing continuous high torque in a compact, light weight package.	•  Various commercials applications throughout North America and Europe
Steam & Gas Turbines	Design, development, manufacturing and life-cycle support for a variety of large and small high-performance, complex power systems and rotating machinery.	•  U.S. Navy •  Pratt & Whitney •  General Electric Company •  Rolls Royce
Traction Motors and Electric Generators	Design and production of transit system motors and electric bus generators.	•  Bombardier monorail system •  NEOPLAN, Metropolitan Boston Transportation

Intelligence Technologies
Product	Description	Platforms/Customers
Digital Signal Processing (DSP) Systems and Equipment	High-speed processing equipment used to collect and process data and information in intelligence applications. More than 30 DSP routing, digital switching, data reformatting, data processing and recording systems for SIGINT, COMINT, telecommunications, radar electronic intelligence and satellite ground station applications.	•  Government intelligence agencies •  U.S. Air Force RC-135V/W Rivet Joint aircraft
Altitude Hold and Hover Stabilization (AHHS) System	Avionics equipment used to reduce pilot workload and increase safety during low-altitude and low-speed aircraft operations by providing the pilot with a variety of altitude hold and stabilized hover/low speed control modes. Combines our C4I experience with communications equipment integration in airborne tactical receivers.	•  U.S. Air Force H-60/H-53 helicopters •  Israeli Air Force H-53 helicopters
Avionics Products	Products and subsystems for U.S. and international helicopter and airlift aircraft modernization programs, including night vision-compatible control panels, beacon rings, control modules, transformers, landing lights, mission command LCD monitors and displays, aircraft videocassette recorders, and software development.	•  U.S. Air Force H-60 aircraft •  Special Operations helicopters •  MH-53J and MH-53M helicopters

9

Intelligence Technologies continued
Product	Description	Platforms/Customers
Signals Intelligence Systems	Systems capable of locating, intercepting, and jamming communications signals.	•  EA-6B tactical electronic warfare aircraft •  Various U.S. surveillance programs such as Rivet Joint, Cooperative Outboard Logistics Update (COBLU) Compass Call and Guardrail
Microwave Subsystems	Standard and specialized low noise oscillators, fast switching synthesizers, up and down frequency converters, and RF power amplifiers.	•  Global Hawk UAVs and Predator UAVs •  U.S. Navy Duke Class Type 23 Frigate and Type 45 Air Defense Destroyer •  F-16 and F-22 aircraft •  Evolved Sea Sparrow, Patriot, and AMRAAM missiles
Antenna Control Systems, Network Interface Modules	Design and manufacture high performance antenna controllers, stabilized antenna gimbals and ground station monitoring and controls	•  U.S. Government intelligence operations •  Homeland defense applications
Engineering software and hardware services	Provide baseband level network access products that directly support the U.S. Military transformation to network warfare strategy	•  U.S. Government intelligence operations •  Homeland defense applications

Tactical Systems
Product	Description	Platforms/Customers
Opus II Sonar Display Consoles	High-quality, modular, multi-function sonar display consoles developed for use on the Sonar 2193 Project and other programs of the United Kingdom's Royal Navy. Product details include conformance to defense ergonomic standards, versatility, ease of technology insertion and simple customization.	•  U.K. Royal Navy Sonar 2193 Mid-Life Update project •  NAUTIS 3 Command and Control System Upgrade program •  Hunt Class Mine Countermeasures Vehicles •  Sonar 2087 for Type 23 Duke Class frigates •  Sonar 2093 for European Minesweepers

10

Tactical Systems continued
Product	Description	Platforms/Customers
Battlefield Digitization Systems	COTS-based computer systems, communications interfaces, servers and other peripheral equipment in battlefield-ready hardware that meets reliability and durability standards of harsh environments. Products include hand-held devices, laptops and vehicle-mounted systems. Digitized battlefield communication systems link front-line ground forces through battle command stations to the tactical operation center for situation awareness and command and control functions. Supports the U.S. Army's Common Hardware/Software 2 and 3 (CH/S-2 and 3) program, British Armed Forces' BOWMAN program and the U.S Army's Force XXI Battle Command, Brigade & Below (FBCB2) Blue Force Tracking program.	•  U.S. Army soldier systems •  U.S. Army M1A1 Abrams Tanks and M2A3 Bradley Fighting Vehicles •  HMMWV wheeled vehicles •  U.K. Ministry of Defence/British Army/General Dynamics U.K. •  International military ground mobile, airborne, surface, subsurface platforms Government intelligence agencies
Movement Tracking System (MTS)	Satellite-based mobile rugged computer system for logistics support vehicles, including messaging and tracking systems. Identifies position, tracks progress and communicates with the use of a global positioning system (GPS).	•  Various U.S. Army support vehicle platforms
Enhanced Diagnostic Aid (EDNA)	Flight-line diagnostic systems and interfaces.	•  U.S. Air Force F-16, F-117, B-2 aircraft
Video Display Module Replacement	Touch Screen digital Displays that replace modules and existing voice Switching and Control Systems	•  Federal Aviation Administration (FAA) traffic control centers, including 21 en route Air Route Traffic Control Centers (ARTCCs), William J. Hughes Technical Center, FAA Aeronautical Center

Surveillance and Reconnaissance Group

        The SR Group is comprised of the following business areas: Reconnaissance, Surveillance and Target Acquisition (RSTA), which develops and produces electro-optical sighting, targeting and weapon sensor systems, high-speed digital data and imaging systems, aircraft weapons alignment systems, mission and flight recorders and image intensification (I²) night vision, combat identification and laser aimers/illuminator products, and provides electronic manufacturing services; Training and Control Systems, which develops and produces air combat training, electronic warfare and network systems, and unmanned vehicles; and Test & Energy Management, which develops and produces electronic test, diagnostics and vehicle electronics.

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        Our Surveillance and Reconnaissance Group's products and services, their applications, platforms and end-users are summarized in the table below:

Reconnaissance, Surveillance, Targeting & Acquisition (RSTA)
Product	Description	Platforms/Customers
Horizontal Technology Integration Second Generation FLIR Thermal Imaging Systems	Second Generation Forward Looking Infrared (FLIR) thermal imaging and sighting systems providing common thermal imaging technology across ground vehicles using Standard Advanced Dewar Assemblies (SADA) II, which extends targeting ranges beyond enemy weapon limits.	•  U.S. Army M1A2 Abrams Battle Tanks •  U.S. Army M2A3 Bradley Fighting Vehicles •  U.S. Army M1025 and M1114 Long Range Scouts
Improved Bradley Acquisition System (IBAS)	Second Generation targeting system with FLIR, laser range finder and tracker. Integrates a complete fire control system for the Bradley Fighting Vehicle, including Horizontal Technology Integration (HTI) technology.	•  U.S. Army Bradley M2A3 TOW vehicles
Long Range Advanced Scout Surveillance System (LRAS3)	Long-range, multi-sensor surveillance system for the U.S. Army's Scout vehicles, providing real-time detection, recognition, identification and pinpointing of distant target locations. Bridges the gap between currently fielded systems and the Future Scout and Cavalry System.	•  U.S. Army Brigade Combat Team HMMWV Scouts
Cost Effective Targeting System (CETS)	Targeting system to support a fully integrated sensor suite automated for application on the Demo III Unmanned Ground Vehicle (UGV), as part of the Objective Force Science and Technology Objective for the Future Combat System.	•  U.S. Army's Future Combat System Program
Standard Advanced Dewar Assembly I (SADA I) Standard Advanced Dewar Assembly II (SADA II)	Detector and cooler assembly for U.S. Army's thermal imaging equipment. Detector Dewar cooler assembly for U.S. Army's HTI program, used in Second Generation thermal imaging equipment upgrades.	•  U.S. Army AH-64 Apache, Apache Longbow and Apache Arrowhead helicopters •  U.S. Army HTI program for ground combat vehicles, including M1A2 tanks and M2A3 Bradley combat vehicles
Thermal Weapon Sights	Lightweight sighting systems for portable soldier weapons systems.	•  U.S. Army Thermal Weapon Sight (TWS) II •  XM-29 Integrated Air Burst Weapons
Javelin Anti-Tank Weapon System Command Launch Unit	Premier man-portable, fire-and-forget, medium-range, anti-tank weapon system, including Second Generation forward looking infrared detectors, Dewar assemblies and coolers.	•  U.S. Army •  U.S. Marine Corps

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Reconnaissance, Surveillance, Targeting & Acquisition (RSTA) continued
Product	Description	Platforms/Customers
AN/SAY-1 Thermal Imaging Sensor System (TISS)	Second generation forward looking infrared, multi-sensor surveillance and targeting system for detecting threats, including floating mines, swimmers, speedboats and low flying aircraft. Includes advanced stabilization technology and GPS satellite-linking capability.	•  U.S. Navy frigates and other surface combatants •  U.S. Special Operations Command and non-U.S. navies, special operations and patrol boats
Mast-Mounted Sight (MMS)	First generation surveillance and targeting system for detecting, identifying and destroying enemy targets during reconnaissance missions. Sighting system includes high-resolution television camera, thermal imaging sensor, laser range finder/designator and boresight assembly.	•  U.S. Army's OH-58D Kiowa Warrior helicopters
Vertical Integrated Sensor Arrays (VISA)	State-of-the-art active and passive infrared sensing systems with parallel signal processors implementing DRS's proprietary High-Density Vertically Integrated Photodiode (HDVIP®) infrared detector technology.	•  U.S. Navy •  Defense Advanced Research Projects Agency (DARPA)
Laser Aimers/ Illuminators	Enable day/night vision that support military Reconnaissance, Surveillance and Target Acquisition (RSTA)	•  Soldier Systems
Combat Identification Products	Easily recognizable glow-in-the-dark patches to identify allies worn on soldiers clothing and attached to equipment and supplies	•  Soldier Systems
Portable Night Vision Systems	Image Intensification (I2) products, including binoculars and monoculars	•  Soldier Systems •  ITT Industries •  Other defense industry and government customers •  Homeland defense customers, including law enforcement, border patrol

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Reconnaissance, Surveillance, Targeting & Acquisition (RSTA) continued
Product	Description	Platforms/Customers
Helicopter mounted IR Laser Aimers and Handheld IR Pointers	Infrared (IR) device that provides the ability to direct movement and control fire during hostile engagements. Programs include Quick Fix for the next-generation combat identification family of products.	•  S. Marine Corps. Cobra Helicopters and Soldier Systems
Firepower Enhancement Program (FEP)	Second generation forward looking infrared thermal imaging system for the gunner's sighting system, increasing imaging resolution, targeting range, detection capability and reliability. Also provides Far Target Locator capability.	•  U.S. Army M1A1 Abrams Main Battle Tanks
Forward Looking Infrared (FLIR) Sensors	Second generation forward looking infrared surveillance and targeting system for detecting, identifying and destroying enemy targets during armed helicopter reconnaissance missions.	•  Korean Light Helicopters •  Mast-Mounted Sight Upgrade for replacement of MMS on Kiowa Warrior helicopters •  Appache Arrowhead
Focal Plane Arrays (FPAs)	Infrared sensor components for sighting, targeting and weapons systems. Process incoming infrared energy; support surveillance, early warning, tracking and identification applications.	•  Thermal imaging systems •  Heat seeking missile guidance systems and missile warning systems •  Military and non-military space applications
Uncooled Focal Plane Arrays	Less expensive infrared sensors for commercial and military applications involving the detection of heat, temperature maintenance and short-range surveillance.	•  FLIR cameras •  U.S. Army Bradley Head Tracked Sensor Suite (HTSS) •  Thermal sensor modules for unmanned ground vehicles (UGVs) and unmanned aerial vehicles (UAVs) •  U.S. Army Driver Vision Enhancement (DVE) II •  Small Arms Fire Control System (SAFCS) •  Low Power Uncooled Infrared (LPUIR) •  Various other customers, including research organizations, fire departments, short-range military surveillance and targeting missions
Staring Mid-Wave FLIRs	Major subsystem for surveillance and targeting systems supporting military airborne and surface ship applications.	•  U.S. Navy's Aegis DDG class destroyers providing surveillance for MK-46 weapon system
Space-Based Sensors	Focal plane arrays for strategic space applications.	•  NASA platforms, weather satellites and surveillance satellites for remote sensing missions

14

Reconnaissance, Surveillance, Targeting & Acquisition (RSTA) continued
Product	Description	Platforms/Customers
LADAR Vision® Manufacturing	Exclusive U.S. manufacturer of electro-optical modules for the LADAR Vision® System used in laser vision corrective surgery.	•  Alcon Laboratories, a unit of Nestlé S.A.
Panoramic200™ Non-Mydriatic Scanning Laser Ophthalmoscope Manufacturing	North American manufacturer of FDA-approved high-resolution, ultra-wide field, retinal digital imaging scanner.	•  The New England Eye Center •  Other commercial biomedical customers
Data Recorders	Data recorders for telecommunications signals, classical variable rate instrumentation applications, and general data and in-flight recording applications. Enables users to record, analyze, store and forward signals at significantly enhanced speeds.	•  Government intelligence agencies
EAS 3000 Emergency Avionics Systems	Deployable, crash survivable systems for helicopters, incorporating flight data recorder, cockpit voice recorder and emergency locator beacon.	•  U.K. Royal Air Force & U.K. Royal Navy EH-101 Merlin helicopters and variants •  Canadian Cormorant search and rescue helicopters •  Italian MMI helicopters •  Tokyo metropolitan police helicopters
ELB 3000 Emergency Locator Beacon	Variant of the EAS 3000 enabling rapid location of downed aircraft and timely search for survivors.	•  U.S. Army/Sikorsky S-92 helicopters •  Various helicopters flown by commercial North Sea Heavy Lift operators
Deployable Flight Incident Recorders Systems	Deployable systems for fixed-wing aircraft incorporating flight data recorder, cockpit voice recorder and emergency locator beacon; variant used for cockpit voice recording.	•  U.S. Navy and international F/A-18 Hornet strike aircraft •  German Air Force/Navy Tornado aircraft •  U.S. Air Force RC-135 surveillance aircraft •  Canadian CP-140 Aurora patrol aircraft
Aircraft Crash Locator Beacons	Deployable systems for fixed-wing aircraft incorporating radio transmitter and power source to alert search and rescue operators.	•  Wide variety of military aircraft, including P-3, EA-3, AWACS, C-130 and others
Video Recording Systems	Cockpit recording systems that capture various sensor and video data to provide airborne and ground imagery.	•  U.S. Air Force A-10 Thunderbolt aircraft •  U.S. Navy F/A-18C/D/E/F Hornet aircraft •  U.S. Army OH-58D Kiowa Warrior helicopters •  Canada's Light Armored Reconnaissance Vehicles

15

Reconnaissance, Surveillance, Targeting & Acquisition (RSTA) continued
Product	Description	Platforms/Customers
Airborne Mission Recorders	Digital recorders with ground-based relay stations that capture and record mission sensor data, including sonar and acoustic sonobuoy data.	•  U.S. Navy's and international navies' P-3C Orion and S-3 Viking patrol aircraft •  Japanese Navy SH-60F Inner Zone helicopters
Multiplexed Airborne Video Analysis System	Analysis system used for replay and reconstruction of mission data.	•  U.K. Ministry of Defence for the Tornado aircraft
Airborne Separation Video System (ASVS)	High-speed digital camera system specifically designed and qualified to replace high-speed film cameras to capture airborne weapons separation events.	•  U.S. Navy F/A-18 Hornet aircraft •  U.S. Air Force F-16 Fighting Falcon •  Republic of Korea Air Force
Framing and Ballistic Range Cameras	Ultra high-speed cameras used primarily for capturing images relating to ballistics range tests, electrical discharge, detonics and combustion processes.	•  Wide variety of military, industrial and university research laboratory applications.
Common Multi-Platform Boresight System (CMBS)	DRS proprietary infrared laser Triaxial Measurement System (TMS) with aircraft-specific adapters. System provides portable, cost-effective, time saving boresighting capability considered essential ground support. Aligns aircraft sighting, weapons and navigation systems to ensure target accuracy. Multiple Platform Boresighting Equipment (MPBE) expands application to multiple air platforms.	•  U.S. Army AH-64 Apache and Apache Longbow helicopters •  U.S. Air Force AC-130U Spectre gunship, F-16 Fighting Falcon and F-15 Eagle aircraft •  U.S. Marine Corps Cobra helicopters •  NATO aircraft

Training & Control Systems
Product	Description	Platforms/Customers
Air Combat Training, Test and Evaluation	Airborne and ground-based RF emitters, simulators and data collection systems used to train aircrew and evaluate electronic warfare countermeasures.	•  U.S. Army and NATO Apache helicopters •  Canadian Halifax class frigates •  Various U.S. and international military aircraft, including EP-3E, EA-6B, A/OA-10, F-4, F-5, F-14, F-15, F16, F/A-18, F/A-22, Hawk, Tornado, EF-2000, Mirage 2000 and MIG 29 •  Training Ranges worldwide
Electromechanical Products	Combat vehicle, missile launching and aircraft electromechanical systems.	•  U.S. Army LAV variants, M1 Abrams •  JSTARS Common Ground Station vehicles •  F/A-18 aircraft

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Training and Control Systems continued
Product	Description	Platforms/Customers
Shipboard and Coastal Electronics	Naval data communications and missile launching electronics and coastal surveillance radars.	•  U.S. Navy DDG-51 destroyers •  LAMPS helicopters •  U.S. Navy CG-47 class cruisers
Station-Keeping Equipment (SKE)	Formation flying equipment to ensure grouped aircraft squadrons maintain safe distance from each other	•  C-17, C130 and other military aircraft
Airlift Avionics and Cargo Delivery Systems	Avionics for aircraft with auto pilot and auto throttle used to locate, identify, communicate flight data and maintain relative positions in all visibility conditions, and cargo handling roller and pallet systems for cargo aircraft.	•  Various military aircraft, including the C 17, C 130, C 141, CN 235, C 295, C 212, DHC 5, KC 135 and MH 47
Sentry® and Sentry® HP Unmanned Aerial Vehicles	Support military special operations missions with close range, low weight, low noise, medium duration UAVs. Sentry® applications include tactical, short range optical/electronic surveillance and radio relay (with long duration, full configuration). Next generation Sentry® HP models provide additional payload capacity and enhanced performance characteristics.	•  Special operations •  Various civil applications
Neptune™ Maritime Unmanned Aerial Vehicles	Support military special operations missions with close range, low weight, low noise, medium duration UAVs. Optimized for at sea launch and recovery, ease of deployment and recovery on land or in water for day and night special operations, especially where developed runways are unavailable. Simple assembly and disassembly.	•  U.S. Navy •  Various civil applications

Test & Energy Management
Product	Description	Platforms/Customers
Automated Test Equipment	Diagnostics systems used for testing electronic and electro-optics components of ground combat vehicles and strategic weapons systems.	•  U.S. Army M1 Abrams, M2/M3 Bradley, Light Armored Vehicles and Minuteman III ICBMs
Energy Management Systems	Hybrid power systems replacing conventional drive trains to achieve higher fuel efficiency, mobile power, improved mobility, and to enable mission platforms for Directed Energy Weapons (DEW).	•  U.S. Army HMMWV, FMTV and Unmanned Ground Combat Vehicles •  Various commercial deliver vehicles

17

Test & Energy Management continued
Product	Description	Platforms/Customers
Embedded Diagnostics and Vetronics (vehicle electronics)	Data acquisition modules and diagnostics processors for embedded solutions, drive-by-wire, video distribution system, display panels, power distribution and mine-clearing blade control, and electronics upgrade for diagnostics capability and obsolescence.	•  Grizzly Combat Engineers Vehicle •  U.S. Army M1 Abrams, M2/M3 Bradley Fighting Vehicles •  MLRS Vehicles •  LOSAT Vehicles

        Other.    "Other" includes the activities of DRS Corporate Headquarters, DRS Ahead Technology (for the period we owned it in fiscal 2003) and certain of our non-operating subsidiaries. DRS Ahead Technology was sold on May 27, 2002 (see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions and Divestitures).

Industry Background

        The U.S. military has worked to meet the changing threats that have evolved since the mid-1980s with a focus on lighter, faster and more intelligent weapons and an emphasis on intelligence, surveillance and reconnaissance. This change in focus, the end of the Cold War and the subsequent reduction in defense spending led to consolidation in the defense industry. Today, the industry is dominated by five domestic prime contractors and a few large European defense companies with an increasing presence in the U.S. markets. These large prime contractors have shifted their business strategies to focus on platforms and systems integration and consequently subcontract the development of many systems and subsystems.

        Events of the last several years, including the global war on terrorism, Operation Enduring Freedom and Operation Iraqi Freedom, have altered the defense and homeland security environment of the United States. These events for the foreseeable future are likely to continue to have a significant impact on the markets for defense and advanced technology products. The Department of Defense (DoD) continues to focus on both supporting ongoing operations and transforming our military to confront future threats. We believe that the current business, political and global environments will create new opportunities for mid-tier defense companies like DRS to develop strategic relationships with prime contractors. Through these relationships, we believe we can provide new systems and subsystems, which are capable of meeting the military's evolving requirements.

Business Strategy

        Our goal is to continually improve our position as a leading supplier of defense electronics products and systems. Our strategies to achieve our objectives include:

•

Leverage Incumbent Relationships. We intend to leverage our relationships with government and industry decision-makers by continuing to deliver high levels of performance on our existing contracts. Our experience has shown that strong performance on existing contracts greatly enhances our ability to obtain additional business with our existing customer base. To accomplish this, we intend to continue to position ourselves as a "best value" provider for our customers. "Best value" is a DoD contracting theme which focuses supplier selection on a variety of criteria, including supplier's past performance, instead of solely on lowest price.



•

Develop and Expand Existing Technologies. Through a combination of customer-funded research and development and our own internal research and development efforts, we intend to continue to focus on the development of our technology. Customer-funded development contracts enable

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us to work with our customers to design and manufacture new systems and components, while decreasing our financial risk.

•

Continue to React Quickly to the Changing Defense Environment. In addition to being well positioned for conventional warfare roles, we intend to continue to adapt our products, such as thermal imaging, ruggedization and communication products, to address evolving military requirements, such as rapid deployment and containment of non-conventional threats including terrorism.



•

Capitalize on the Department of Defense's Emphasis on Transformation and Modernization. The Department of Defense consistently has emphasized its goal to transform the U.S. military into a nimble, light and network centric force. We believe our expertise in electro-optics, power management, training and test, signals intelligence, rugged computers, advanced communications and network systems fits well into the DoD's technological focus. DRS also intends to continue to supply upgrades for force modernization of the current force through back fit and forward fit initiatives.



•

Pursue Strategic Acquisitions. We plan to continue our active participation in the ongoing consolidation of the aerospace and defense industry. Through selective acquisitions, we aim to broaden our existing product base, build on our existing customer relationships and enhance our ability to enter new markets.

Fiscal 2005 Acquisitions

        On December 14, 2004, the Company acquired certain assets and liabilities of Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc. (collectively referred to as NVEC hereinafter), a privately held business headquartered in Allentown, Pennsylvania. The purchase price was $47.2 million in cash, including a $4.7 million working capital adjustment paid in the fourth quarter of fiscal 2005, with additional consideration of up to a maximum of $37.5 million payable upon achieving certain annual revenue targets for a period of three years. In addition to the purchase price, the Company recorded approximately $0.3 million for acquisition-related costs. The results of NVEC's operations have been included in the Company's financial statements since the date of the acquisition.

        NVEC is a manufacturer and marketer of innovative night vision products and combat identification systems. The company focuses on the rapid development and delivery of lightweight, affordable image intensification (I²) night vision, uncooled thermal imaging, reflective combat identification and laser-based products for U.S. and international militaries and paramilitary organizations. NVEC maintains research, development and production facilities in Prescott Valley, Arizona, and has production and sales agreements with leading infrared and thermal imaging divisions of several major U.S. prime contractors. The acquisition of NVEC has enhanced DRS's position in the uncooled infrared sensor and thermal imaging systems market, as well as provided increased access to, and participation in, homeland defense efforts at the federal, state and local levels. NVEC is being managed as part of the Company's SR Group.

Customers

        We sell a significant portion of our products to agencies of the U.S. government, primarily the DoD, to international government agencies and to prime contractors and their subcontractors. Approximately 84%, 85% and 81% of total consolidated revenues for fiscal 2005, 2004 and 2003, respectively, were derived directly or indirectly from defense contracts for end use by the U.S. government and its agencies. Export sales accounted for approximately 14%, 12% and 13% of total consolidated revenues in the fiscal years ended March 31, 2005, 2004 and 2003, respectively.

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Backlog

        The following table sets forth our backlog by major product group (including enhancements, modifications and related logistics support) at the dates indicated. "Backlog" refers to the aggregate revenues remaining to be earned at a specified date under contracts held by us, including, for U.S. government contracts to the extent of the funded amounts under such a contract, have been appropriated by Congress and allotted to the contract by the procuring government agency. Our backlog does not include the full value of contract awards nor does it include the sales value of unexercised options that may be exercised in the future. Backlog also includes all firm orders for commercial products. Fluctuations in backlog generally relate to the timing and amount of defense contract awards.

	March 31,
	2005		2004		2003
	(in thousands)
U.S. Government	$	1,096,275	$	917,630	$	595,562
Foreign Government		171,880		227,980		199,683
		1,268,155		1,145,610		795,245
Commercial Products		46,623		50,436		71,809
	$	1,314,778	$	1,196,046	$	867,054

        We expect to record as revenues approximately 77% of our funded backlog as of March 31, 2005 during fiscal 2006. However, there can be no assurance that our entire funded backlog will become revenues in future periods.

Research and Development

        We conduct research and development programs to maintain and advance our technology base. Our research and development efforts are funded by both internal sources and as part of customer-funded development contracts.

        We recorded revenues for customer-sponsored research and development of approximately $93.1 million, $74.4 million and $44.4 million for fiscal 2005, 2004 and 2003, respectively. Such customer-sponsored activities are primarily the result of contracts directly or indirectly with the U.S. government. We also invest in internal research and development. Expenditures for internal research and development amounted to approximately $38.9 million, $27.4 million and $14.4 million for fiscal 2005, 2004 and 2003, respectively.

Contracts

        A significant portion of our revenue is derived from strategic, long-term programs and from programs for which we are the incumbent supplier or have been the sole or dual supplier for many years. A large percentage of our revenue is derived from programs that are in the production phase. These contracts provide us with a strong basis for projecting future business and the ability to control our cost structure.

        No single program represented more than 10% of revenues for the years ended March 31, 2005 and 2004. We have a diverse business mix with limited dependence on any single program. Only one program, the AN/UYQ-70, at approximately 13%, represented more than 10% of our revenue in the year ended March 31, 2003.

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        The percentages of revenues during fiscal 2005, 2004 and 2003 attributable to our contracts by contract type were as follows:

	March 31,
	2005		2004		2003
Firm fixed-price	81	%	82	%	85	%
Cost-type	19	%	18	%	15	%

        Our contracts are normally for production, services or development. Production and services contracts are typically of the fixed-price variety with development contracts of the cost-type variety. The continued predominance of firm fixed-price contracts are reflective of the fact that production contracts comprise a significant portion of our U.S. government contract portfolio. Fixed-price contracts may provide for a firm fixed price or they may be fixed-price incentive contracts. Under the firm fixed-price contracts, we agree to perform for an agreed-upon price. Accordingly, we derive benefits from cost savings, but bear the risk of cost overruns. Under the fixed-price incentive contracts, if actual costs incurred in the performance of the contracts are less than estimated costs for the contracts, the savings are apportioned between the customer and us. If actual costs under such a contract exceed estimated costs, however, excess costs are apportioned between the customer and us, up to a ceiling. We bear all costs that exceed the ceiling, if any.

        Cost-type contracts typically provide for reimbursement of allowable costs incurred plus a fee (profit). Unlike fixed-price contracts in which we are committed to deliver without regard to cost, cost-type contracts normally obligate us to use our best efforts to accomplish the scope of work within a specified time and a stated contract dollar limitation. In addition, U.S. government procurement regulations mandate lower profits for cost-type contracts because of our reduced risk. Under cost-plus-incentive-fee contracts, the incentive may be based on cost or performance. When the incentive is based on cost, the contract specifies that we are reimbursed for allowable incurred costs plus a fee adjusted by a formula based on the ratio of total allowable costs to target cost. Target cost, target fee, minimum and maximum fee and adjustment formulae are agreed upon when the contract is negotiated. In the case of performance-based incentives, we are reimbursed for allowable incurred costs plus an incentive, contingent upon meeting or surpassing stated performance targets. The contract provides for increases in the fee to the extent that such targets are surpassed and for decreases to the extent that such targets are not met. In some instances, incentive contracts also may include a combination of both cost and performance incentives. Under cost-plus-fixed-fee contracts, we are reimbursed for costs and receive a fixed fee, which is negotiated and specified in the contract. Such fees have statutory limits.

        We negotiate for, and generally receive progress payments from, our customers of between 75-90% of allowable costs incurred on the previously described contracts. Included in our reported revenues are certain amounts, which we have not billed to customers. These amounts consist of costs and related profits, if any, in excess of progress payments for contracts on which revenues are recognized on a percentage-of-completion basis.

        Under generally accepted accounting principles in the United States (GAAP), contract costs, including applicable general and administrative expenses on certain long-term government contracts, are charged to work-in-progress inventory and are written off to costs and expenses as revenues are recognized. The Federal Acquisition Regulations, incorporated by reference in U.S. government contracts, provide that internal research and development costs are allowable general and administrative expenses. To the extent that general and administrative expenses are included in inventory, research and development costs also are included. Unallowable costs, pursuant to the Federal Acquisition Regulations, are excluded from costs accumulated on U.S. government contracts. Work-in-process inventory included general and administrative costs (which include internal research

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and development costs, and bid and proposal costs) of $47.4 million and $37.9 million at March 31, 2005 and 2004, respectively.

        Our defense contracts and subcontracts are subject to audit, various profit and cost controls, and standard provisions for termination at the convenience of the customer. The Defense Contract Audit Agency (DCAA) performs these audits on behalf of the U.S. government. The DCAA has the right to perform audits on our incurred costs on all contracts on a yearly basis. Approval of an incurred cost submission can take from one to three years from the date of the submission of the contract cost.

        U.S. government contracts are, by their terms, subject to termination by the U.S. government for either convenience or default by the contractor. Fixed-price contracts provide for payment upon termination for items delivered to and accepted by the U.S. government and, if the termination is for convenience, for payment of fair compensation of work performed plus the costs of settling and paying claims by terminated subcontractors, other settlement expenses and a reasonable profit on the costs incurred. Cost-plus contracts provide that, upon termination, the contractor is entitled to reimbursement of its allowable costs and, if the termination is for convenience, a total fee proportionate to the percentage of the work completed under the contract. If a contract termination is for default, however, the contractor is paid an amount agreed upon for completed and partially completed products and services accepted by the U.S. government. In these circumstances, the U.S. government is not liable for excess costs incurred by us in procuring undelivered items from another source.

        In addition to the right of the U.S. government to terminate, U.S. government contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract performance may take many years. Consequently, at the outset of a major program, the contract usually is funded partially, and additional monies normally are committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years.

Competition

        Our products are sold in markets in which several of our competitors are substantially larger than we are, devote substantially greater resources to research and development, and, generally, have greater financial resources. We face a variety of competitors, including BAE Systems PLC, Raytheon Company, and L-3 Communications Holdings, Inc. Certain competitors are also our customers, partners and suppliers. The extent of competition for any single project generally varies according to the complexity of the product and the dollar value of the anticipated award. We believe that we compete on the basis of:

•

The performance, flexibility, and price of our products;



•

Reputation for prompt and responsive contract performance;



•

Accumulated technical knowledge and expertise; and



•

Breadth of our product lines.

        Our future success will depend in large part upon our ability to improve existing product lines and to develop new products and technologies in the same or related fields.

        In the military sector, we compete with large and mid-tier defense contractors on the basis of product performance, cost, overall value, delivery and reputation. As a number of consolidations and mergers of defense suppliers has occurred, the number of participants in the defense industry has decreased in recent years. We expect this consolidation trend to continue. As the industry consolidates, the large defense contractors are narrowing their supplier base, awarding increasing portions of projects to strategic mid- and lower-tier suppliers, and, in the process, are becoming oriented more toward systems integration and assembly. We believe that we have benefited from this defense industry trend.

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Patents and Licenses

        We have patents on certain of our commercial and data recording products, semiconductor devices, rugged computer related items, and electro-optical and focal plane array products. We and our subsidiaries have certain registered trademarks, none of which are considered significant to our current operations. We believe our patent position and intellectual property portfolio, in the aggregate, are valuable to our operations. We do not believe that the conduct of our business as a whole is materially dependent on any single patent, trademark or copyright.

        When we work on U.S. government contracts, the U.S. government may have contractual rights to data for our "core" technologies, source codes and other developments associated with such government contracts. Records of our data rights are maintained in order to claim these rights as our proprietary technology, but it may not always be possible to delineate our proprietary developments from those developed under U.S. government contracts. The protection of our data from use by other U.S. government contractors is subject to negotiation from time to time between us and the U.S. government. The extent of the government's data rights in any particular product generally depends upon whether the product was developed under a government contract and the degree of government funding for the development of such product.

Manufacturing and Supplies

        Our manufacturing processes for most of our products include the assembly of purchased components and testing of products at various stages in the assembly process. Purchased components include integrated circuits, circuit boards, sheet metal fabricated into cabinets, resistors, capacitors, semiconductors, silicon wafers and other conductive materials, insulated wire and cables. In addition, many of our products use machine castings and housings, motors, and recording and reproducing heads.

        Many of the purchased components are fabricated to our designs and specifications. The manufacturing process for certain of our optic products includes the grinding, polishing and coating of various optical materials and the machining of metal components.

        Although materials and purchased components generally are available from a number of different suppliers, several suppliers are our sole source of certain components. If a supplier should cease to deliver such components, other sources probably would be available; however, added cost and manufacturing delays might result. We have not experienced significant production delays attributable to supply shortages, but occasionally experience quality and other related problems with respect to certain components, such as semiconductors and connectors. In addition, with respect to our optical products, certain materials, such as germanium, zinc sulfide and cobalt, may not always be readily available.

International Operations and Export Sales

        We currently sell several of our products and services internationally, such as to Canada, the United Kingdom, Israel, Spain and Australia, as well as other countries. International sales of DRS's U.S. products and services are subject to export licenses granted on a case-by-case basis by the United States Department of State and Department of Commerce. In addition, the U.S. government prohibits or restricts the export of some of DRS's products. Our international contracts generally are payable in United States dollars. Export sales accounted for approximately 14%, 12% and 13% of total revenues in the fiscal years ended March 31, 2005, 2004 and 2003, respectively.

        There are two principal contracting methods used by DRS for export sales, Direct Foreign Sales (DFS) and the U.S. government's Foreign Military Sales (FMS). In a DFS transaction, the contractor sells directly to the foreign country and assumes all the risks in the transaction. In a FMS transaction,

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the sale is funded by, contracted by and made to the U.S. government, which in turn sells the product to the foreign country.

        We currently operate outside the United States through our C4I Group in Canada and the United Kingdom.

        The addition of international businesses involves additional risks for us, such as exposure to currency fluctuations, future investment obligations and changes in international economic and political environments. In addition, international transactions frequently involve increased financial and legal risks arising from stringent contractual terms and conditions and widely different legal systems, customs and practices in foreign countries.

Seasonality

        No material portion of our business is considered to be seasonal. Various factors can affect the distribution of our revenue between accounting periods, including the timing of government awards, the availability of government funding, product deliveries and customer acceptance.

Environmental Matters

        The Company's operations include the use, generation and disposal of hazardous materials. The Company is subject to various U.S. federal, state, local and foreign laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the clean up of contaminated sites and the maintenance of a safe workplace. Except as described under Item 3, Legal Proceedings, the Company believes that it has been and is in substantial compliance with environmental laws and regulations and that it has no liabilities under environmental requirements that it would expect to have a material adverse affect on its business, results of operations or financial condition. In the past three years, the Company has not incurred substantial costs relating to environmental compliance.

EXECUTIVE OFFICERS AND CERTAIN OTHER OFFICERS OF THE REGISTRANT

Executive Officers

        The names of our executive officers, their positions and offices with us, and their ages are set forth below:

Name	Age	Position
Mark S. Newman	55	Chairman of the Board, President and Chief Executive Officer
Paul G. Casner, Jr.*	67	Former Executive Vice President, Chief Operating Officer
Nina Laserson Dunn	58	Executive Vice President, General Counsel and Secretary
Robert F. Mehmel	42	Executive Vice President, Business Operations and Strategy
Richard A. Schneider	52	Executive Vice President, Chief Financial Officer

*

Retired on March 31, 2005 (see Item 9B. Other Information).

        Mark S. Newman    joined us in 1973 and became a director in 1988. He was named Vice President, Finance, Chief Financial Officer and Treasurer in 1980 and Executive Vice President in 1987. In May 1994, Mr. Newman became our President and Chief Executive Officer and in August 1995 became Chairman of the Board. Mr. Newman is a member of the Board of Governors of the Aerospace Industries Association and is a director of Business Executives for National Security, the Commerce and Industry Association of New Jersey and a Co-Chair of the New Jersey Technology Council. He is

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also a director on the boards of Congoleum Corporation, Opticare Health Systems, Inc., SSG Precision Optronics, Inc. and Refac.

        Paul G. Casner, Jr.    joined us in 1993 as President of Technology Applications and Service Company, now DRS Electronic Systems, Inc. In 1994, he became one of our Vice Presidents and President of DRS's Electronic Systems Group. In 1998, he became Executive Vice President, Operations, in May 2000, he became our Executive Vice President, Chief Operating Officer and in March 2005, he retired from the Company. Mr. Casner has more than 35 years of experience in the defense electronics industry and held positions in engineering, marketing and general management. Mr. Casner is a director of ACE-COMM Corporation and Mikros Systems Corporation.

        Nina Laserson Dunn    joined us as Executive Vice President, General Counsel and Secretary in July 1997. Prior to joining us, Ms. Dunn was a Director in the corporate law department of Hannoch Weisman, a Professional Corporation, where she served as our outside legal counsel. Ms. Dunn is admitted to practice law in New York and New Jersey and is a member of the American, New York State and New Jersey State Bar Associations.

        Robert F. Mehmel    joined us as Executive Vice President, Business Operations and Strategy in January 2001. Before joining us, he was Director, Corporate Development, at Jabil Circuit, Inc. Prior to that, he was Vice President, Planning, at L-3 Communications Corporation from its inception in April 1997 until June 2000. Earlier, Mr. Mehmel held various positions in divisional and corporate financial management with Lockheed Martin Corporation, Loral Corporation and Lear Siegler, Inc. He is also a member of the Board of Directors of United Industrial Corporation.

        Richard A. Schneider    joined us in 1999 as Executive Vice President and Chief Financial Officer. He also served as our Treasurer until November 20, 2002. He held similar positions at NAI Technologies, Inc. (NAI) and was a member of its board of directors prior to its acquisition by us in February 1999. Mr. Schneider has over 30 years of experience in corporate financial management, including ten years with NAI.

Employees

        As of March 31, 2005, we had approximately 5,700 employees, approximately 5,400 of whom are located in the United States. There is a continuing demand for qualified technical personnel, and we believe that our future growth and success will depend upon our ability to attract, train and retain such personnel. Approximately 120 of our employees at DRS Power & Control Technologies are represented by a labor union and are covered by a collective bargaining agreement through March 2006. Two DRS Power & Control Technologies employees are represented by a separate labor union and are covered by a collective bargaining agreement through October 2006. Approximately 101 employees from DRS Test & Energy Management, Inc. are represented by a union and are covered by a collective bargaining agreement that expires May 2006. We believe that our relations with our employees generally are good.

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Item 2. Properties

        The table below provides information about our significant facilities and properties at March 31, 2005.

        We leased the following properties:

Location	Activities	Operating Segment	Approximate Square Footage	Lease Expiration
Parsippany, New Jersey	Corporate Headquarters	Corporate	35,100	Fiscal 2011
Arlington, Virginia	Administrative	Corporate	4,300	Fiscal 2007
Washington, D.C.	Administrative	Corporate	3,400	Fiscal 2008
Gaithersburg, Maryland	Administrative, Engineering and Manufacturing	C4I	42,500	Fiscal 2006
Gaithersburg, Maryland	Administrative, Engineering and Product Development	C4I	21,750	Fiscal 2010
Chesapeake, Virginia	Field Service and Engineering Support	C4I	19,600	Fiscal 2010
San Diego, California	Engineering Support Services	C4I	7,200	Fiscal 2010
Johnstown, Pennsylvania	Administrative and Manufacturing	C4I	130,000	Fiscal 2011
Farnham, Surrey, United Kingdom	Administrative, Engineering and Manufacturing	C4I	26,000	Fiscal 2015
Colorado Springs, Colorado	Administrative, Engineering and Manufacturing	C4I	21,600	Fiscal 2012
Columbia, Maryland	Administrative and Manufacturing	C4I	11,600	Fiscal 2007
Danbury, Connecticut	Administrative, Engineering and Manufacturing	C4I	21,000	Fiscal 2007
Dayton, Ohio	Administrative, Manufacturing and Field Service	C4I	20,100	Fiscal 2009
Dayton, Ohio	Administrative and Manufacturing	C4I	16,100	Fiscal 2010
Fitchburg, Massachusetts	Administrative and Engineering	C4I	64,000	Month to month
Fitchburg, Massachusetts	Administrative, Engineering and Manufacturing	C4I	22,000	Fiscal 2021
Kanata, Ontario, Canada	Administrative and Engineering	C4I	63,100	Fiscal 2012
Oakland, New Jersey	Administrative, Engineering and Manufacturing	C4I	61,300	Fiscal 2008
Morgan Hill, California	Engineering, Manufacturing and Research	C4I	52,100	Fiscal 2007
Wyndmoor, Pennsylvania	Administrative and Manufacturing	C4I	92,000	Fiscal 2008
Santa Clara, California	Not utilized	C4I	33,200	Fiscal 2006
Palm Bay, Florida	Administrative, Engineering and Manufacturing	SR	93,400	Fiscal 2011
Melbourne, Florida	Administrative, Engineering and Manufacturing	SR	141,300	Fiscal 2011
Irvine, California	Administrative, Engineering and Manufacturing	SR	40,200	Fiscal 2010
Mineral Wells, Texas	Administrative, Engineering, Manufacturing and Product Development	SR	42,000	Fiscal 2008
Dallas, Texas	Administrative, Engineering and Manufacturing	SR	110,300	Fiscal 2008
Huntsville, Alabama	Administrative, Manufacturing Warehouse	SR	215,500	Fiscal 2014
Buffalo, New York	Engineering, Manufacturing and Research	SR	224,000	Fiscal 2007
Kanata, Ontario, Canada	Engineering and Manufacturing	SR	11,000	Fiscal 2008
Allentown, Pennsylvania	Administration and Manufacturing	SR	7,400	Fiscal 2010
Prescott Valley, Arizona	Research, Development and Production	SR	11,900	Fiscal 2010
Cypress, California	Administrative, Engineering and Manufacturing	SR	91,500	Fiscal 2016

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        We own the following properties:

Location	Activities	Operating Segment	Approximate Square Footage
Largo, Florida	Administrative and Manufacturing	C4I	120,000
Hudson, Massachusetts	Administrative, Engineering, Product Development and Manufacturing	C4I	54,000
Danbury, Connecticut	Administrative, Engineering and Manufacturing	C4I	72,700
Milwaukee, Wisconsin	Administrative, Engineering, Field Service, Product Development and Manufacturing	C4I	612,500
Palm Bay, Florida	Administrative, Manufacturing and Engineering	C4I	54,000
Gaithersburg, Maryland	Engineering, Manufacturing and Research	C4I	170,000
Carleton Place, Ontario, Canada	Administrative and Manufacturing	SR	140,000
Fort Walton Beach, FL	Engineering, Manufacturing and Research	SR	267,000

        We believe that all of our facilities are in good condition, adequate for our intended use and sufficient for our immediate needs. It is not certain whether we will negotiate new leases as existing leases expire. Such determinations will be made as existing leases approach expiration and will be based on an assessment of our requirements at that time. Further, we believe that we can obtain additional space, if necessary, based on prior experience and current real estate market conditions.

        The Company has a mortgage note payable that is secured by a lien on its facility in Palm Bay, Florida.

Environmental Protection

        We believe that our manufacturing operations and properties are, in all material respects, in compliance with existing federal, state, foreign and local laws and regulations enacted or adopted to regulate pollution, the discharge or emission of materials into the environment or otherwise protect the environment. Such compliance has been achieved without material effect on our earnings or competitive position.

Item 3. Legal Proceedings

        We are party to various legal actions and claims arising in the ordinary course of our business. In our opinion, we have adequate legal defenses for each of the actions and claims.

        Various legal actions, claims, assessments and other contingencies arising in the normal course of our business, including certain matters described below, are pending against the us and certain of our subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could be ultimately decided, resolved or settled adversely. We have recorded accruals for losses related to those matters that we consider to be probable and that can be reasonably estimated. Although the ultimate amount of liability at March 31, 2005 that may result from those matters for which we have recorded accruals is not ascertainable, we believe that any amounts exceeding our recorded accruals should not materially affect our financial condition or liquidity.

        On October 3, 2001, a lawsuit was filed in the United States District Court of the Eastern District of New York by Miltope Corporation, a corporation of the State of Alabama, and IV Phoenix Group, Inc., a corporation of the State of New York, against DRS Technologies, Inc., DRS Electronic Systems, Inc. and a number of individual defendants, several of whom had been employed by DRS Electronic Systems, Inc. The plaintiffs' claims against DRS alleged infringement of a number of patents, breach of a confidentiality agreement, misappropriation of trade secrets, unjust enrichment and unfair competition. The claims related generally to the activities of certain former employees of IV Phoenix Group and the hiring of some of those employees us. The plaintiffs sought damages of not less than $5.0 million for each of the claims. The plaintiffs also alleged claims for tortious interference with business relationships, tortious interference with contracts and conspiracy to breach fiduciary duty.

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The plaintiffs sought damages of not less than $47.1 million for each claim. In addition, plaintiffs sought punitive and treble damages, injunctive relief and attorney's fees. In our answer, we denied the plaintiffs' allegations and vigorously defended this action. In February 2002, plaintiffs filed an amended complaint, which eliminated the patent infringement claims and added claims related to statutory and common-law trademark infringement. The matter went to trial in February 2005, which proceeding ended in a mistrial. On May 4, 2005, we entered into a settlement agreement with plaintiffs Miltope Corporation and IV Phoenix Group, Inc., pursuant to which we agreed to pay $7.5 million to the plaintiffs, and litigation involving the parties was resolved to their satisfaction, with the elimination of all outstanding claims. A charge of $6.5 million was recorded in fiscal 2005 to increase the accrual for the matter to $7.5 million as of March 31, 2005, which was paid on May 5, 2005 and the litigation was dismissed.

        Some environmental laws, such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (also known as CERCLA or the Superfund law) and similar state statutes, can impose liability for the entire cost of the clean up of contaminated sites upon any of the current or former site owners or operators (or upon parties who sent waste to these sites), regardless of the lawfulness of the original activities that led to the contamination. In July 2000, prior to its acquisition by IDT, and prior to our acquisition of IDT, Tech-Sym Corporation received a Section 104(e) Request for Information from the National Park Service (NPS), pursuant to CERCLA, regarding a site known as the Orphan Mine site in the Grand Canyon National Park, Arizona, which is the subject of an NPS investigation regarding the presence of residual radioactive materials and contamination. Tech-Sym Corporation's predecessor operated this uranium mine from 1956 to 1967. In 1962, the land was sold to the U.S. government, although the mining rights for the next twenty-five years were retained. Tech-Sym Corporation sold the mining rights in 1967, and we believe that the mine was operated until approximately 1972. We believe that there are other companies in the chain of title to the mining rights subsequent to Tech-Sym, and, accordingly, that there are other potentially responsible parties (PRPs) for the environmental conditions at the site, including the U.S. government as owner of the land. During its period of ownership, IDT retained a technical consultant in connection with this matter, who conducted a limited, preliminary review of site conditions and communicated with the NPS regarding actions that may be required at the site by all of the PRPs. In addition, we retained a technical consultant, who reviewed the existing documentation. The initial remediation estimate for the site was $0.8 million and the second was $1.0 million, each developed independently of the other. On February 6, 2005, the NPS sent us an Engineering Evaluation/Cost Analysis Work Plan under CERCLA (the "CERCLA Letter") with regards to Operable Unit 1 (the upper mine area) of the Orphan Mine site. The CERCLA Letter requested (a) payment of $0.5 million for costs incurred by the NPS related to the Orphan Mine, and (b) a "good faith offer" to conduct the response activity outlined by the NPS and to reimburse the NPS for future costs. The NPS advised that a similar letter has been sent to another PRP. We have initiated discussions with such other PRP, and the parties are now required to provide a response to the NPS. As of March 31, 2005, we have approximately $1.0 million accrued in connection with the potential remediation effort at the Orphan Mine site. In the event of remediation, we may incur charges in excess of that amount and/or may have our liability reduced to the extent that other PRPs are required to participate in the remediation effort. We will continue to evaluate our estimate to the extent additional information arises.

        On November 24, 2004, a lawsuit was filed in the United States District Court for the District of Colorado by ITT Industries, Inc., a corporation of the State of Indiana, against DRS Tactical Systems, Inc. The plaintiff alleges DRS breached a subcontract between DRS and ITT, and seeks damages in excess of $5.0 million. The claim generally relates to the performance by DRS and its predecessors, DRS Tactical Systems (West), Inc. and Catalina Research Inc., under a subcontract for a component being supplied to ITT under ITT's prime contract with the US Army. On February 14, 2005, DRS Tactical Systems, Inc. filed its answer, affirmative defenses and counterclaims. The counterclaims allege breach of contract and breach of duties of good faith and fair dealing and seek

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damages in excess of $2.7 million. We and ITT have agreed to conduct nonbinding mediation. On April 13, 2005, the District Court of Colorado granted the parties' joint motion to stay the scheduling order until September 1, 2005 to allow for such mediation. We continue to believe that we have meritorious defenses and counterclaims, and do not believe the action will have a material adverse effect on our financial position, results of operations or liquidity.

Item 4. Submission of Matters to a Vote of Security Holders

        None

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

        On May 13, 2005, we announced that our Board of Directors declared its first ever quarterly cash dividend of $0.03 per share on our common stock. The first dividend is payable on June 30, 2005 to stockholders of record as of the close of business on June 15, 2005. Our credit facility was amended to allow the payment of dividends or make other distributions on our common stock (see Note 8 of the Consolidated Financial Statements). Any future declaration of dividends will be subject to the discretion of our Board of Directors. The timing, amount and form of any future dividends will depend, among other things, on our results of operations, financial condition, cash requirements, plans for expansion and other factors deemed relevant by our Board of Directors.

        The following table shows the high and low sale prices per share of our common stock during fiscal 2005 and 2004, as reported on the NYSE.

	Fiscal 2005				Fiscal 2004
	High		Low		High		Low
First Quarter	$	32.32	$	26.26	$	28.83	$	23.68
Second Quarter	$	39.80	$	33.84	$	29.72	$	23.62
Third Quarter	$	45.79	$	33.97	$	29.38	$	23.37
Fourth Quarter	$	45.00	$	37.31	$	32.00	$	26.94

        The closing sale price of our common stock as reported by the New York Stock Exchange on June 8, 2005 was $46.95 per share. As of that date there were approximately 562 holders of record of our common stock.

        See information with respect to shares of DRS common stock that may be issued under our equity compensation plan as of March 31, 2005 in our Definitive Proxy Statement, relating to the fiscal 2005 annual meeting of stockholders, which definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

        We have not sold any unregistered equity securities during the period covered by this report, nor have we repurchased any equity securities during the period covered by this report.

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Equity Compensation Plan Information

        The table below sets forth information about shares of DRS Technologies, Inc. common stock that may be issued under our equity compensation plans as of March 31, 2005.

Plan Category	# of Securities to be Issued Upon Exercise of Outstanding Options		Weighted Average Exercise Price of Outstanding Options		# of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(A))
	(A)		(B)		(C)
Equity Compensation Plans Approved by Stockholders	3,095,861	(a)	$	27.83	1,118,324
Equity Compensation Plans Not Approved by Stockholders(b)	250,000	(c)	$	10.44	—

(a)

Includes 50,000 shares of common stock, the issuance and receipt of which were deferred by Mr. Newman following the exercise of certain options.

(b)

Excluded from plans not approved by stockholders are 2,500 stock options that we assumed in connection with an acquisition in fiscal 1999. Such options have a weighted average exercise price of $17.01. There are no such securities remaining for future issuance.

(c)

Represents stock options granted to Mr. Newman by the board on October 26, 1998. Such stock options were granted to Mr. Newman by the board in its discretion and not pursuant to any equity compensation plan.

Item 6. Selected Financial Data

        In the following table, we provide you with our selected historical consolidated financial and operating data as of and for the fiscal years indicated. The selected summary of earnings data, earnings per-share data from continuing operations and certain of the other data for the years ended March 31, 2005, 2004 and 2003 and the selected balance sheet data as of March 31, 2005 and 2004 presented below are derived from our audited consolidated financial statements included elsewhere in Item 8 of this Form 10-K. The selected summary of earnings data, earnings per-share data from continuing operations and certain of the other data for the years ended March 31, 2002 and 2001 and selected balance sheet data as of March 31, 2003, 2002 and 2001 presented below are derived from our audited consolidated financial statements, which are not included in this Form 10-K.

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        When you read this selected historical financial data, it is important that you also read along with it our historical consolidated financial statements and related notes included in this Form 10-K, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations."

		Years Ended March 31,(1)
		2005			2004			2003			2002			2001
		(in thousands, except per-share data and ratios)
Summary of Earnings Data
	Revenues	$	1,308,600		$	986,931		$	675,762		$	517,200		$	427,606
	Operating income(2)	$	143,132		$	103,332		$	67,684		$	49,769		$	37,531
	Earnings from continuing operations before income taxes	$	102,968		$	77,331		$	55,872		$	38,361		$	24,954
	Earnings from continuing operations	$	58,126		$	43,542		$	30,171		$	20,331		$	11,978
	Net earnings(2)	$	60,677		$	44,720		$	30,171		$	20,331		$	11,978
Earnings Per-Share Data from Continuing Operations(3),(4)
	Basic earnings per share	$	2.15		$	1.80		$	1.64		$	1.52		$	1.14
	Diluted earnings per share	$	2.09		$	1.76		$	1.58		$	1.41		$	1.01
Balance Sheet Data (at period end)
	Working capital	$	379,804		$	145,315		$	107,485		$	169,836		$	43,686
	Net property, plant and equipment	$	143,264		$	142,378		$	87,610		$	50,481		$	37,639
	Total assets	$	1,893,498		$	1,625,390		$	993,391		$	608,182		$	334,940
	Long-term debt, excluding current installments	$	727,611		$	565,530		$	216,837		$	138,060		$	75,076
	Total stockholders' equity	$	671,428		$	595,625		$	438,180		$	257,235		$	111,947
Financial Ratios and Supplemental Information
	Net cash flows provided by operating activities of continuing operations	$	136,183		$	104,717		$	52,008		$	27,849		$	34,270
	Net cash flows used in investing activities of continuing operations	$	(53,573	)	$	(273,859	)	$	(278,631	)	$	(84,943	)	$	(19,655	)
	Net cash flows provided by (used in) financing activities of continuing operations	$	164,901		$	131,613		$	204,308		$	172,565		$	(16,056	)
	Capital expenditures	$	34,521		$	24,444		$	21,526		$	13,583		$	16,185
	Depreciation and amortization	$	40,968		$	28,436		$	16,614		$	13,789		$	16,125
	Internal research and development	$	38,852		$	27,387		$	14,355		$	9,535		$	8,027
	Interest and related expenses	$	39,750		$	24,259		$	10,589		$	10,954		$	11,461
	EBITDA(5)	$	181,226		$	129,272		$	81,896		$	61,960		$	52,338
	Free cash flow(6)	$	101,662		$	80,273		$	30,482		$	14,266		$	18,085
	Interest coverage ratio(7)		4.6	x		5.3	x		7.7	x		5.7	x		4.6	x
	Long-term debt to total capitalization		52.1	%		49.0	%		33.9	%		35.1	%		42.2	%
	Long-term debt to EBITDA(8)		4.0	x		4.4	x		2.7	x		2.3	x		1.6	x

(1)

DRS's selected financial data includes the effect of the following purchase business combinations and divestitures from their date of acquisition or divestiture by fiscal year:

a)

Fiscal Year 2005: Night Vision Equipment Co., Inc. and Affiliate—Acquired December 14, 2004.

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b)

Fiscal Year 2004: Integrated Defense Technologies, Inc.—Acquired November 4, 2003.*



*

Two operating units acquired in connection with the IDT acquisition were sold in fiscal 2005.



c)

Fiscal Year 2003: The U.S.-based Unmanned Aerial Vehicle business of Meggitt Defense Systems—Texas, Inc.—Acquired April 11, 2002; The Navy Controls Division of Eaton Corporation—Acquired July 1, 2002; DKD, Inc.—Acquired October 15, 2002; Paravant Inc.—Acquired November 27, 2002; the Electromagnetics Development Center of Kaman Corporation—Acquired January 15, 2003; and Power Technology Incorporated—Acquired February 14, 2003; DRS Advanced Programs, Inc.—Sold November 22, 2002; DRS Ahead Technology Inc.—Sold May 27, 2002.



d)

Fiscal Year 2002: The Electro Mechanical Systems unit of Lockheed Martin Corporation—Acquired August 22, 2001; and the Sensors and Electronic Systems business of The Boeing Company—Acquired September 28, 2001.



e)

Fiscal Year 2001: General Atronics Corporation—Acquired June 14, 2000; DRS Magnetic Tapehead business unit—Sold August 31, 2000.

(2)

Effective April 1, 2001, DRS adopted Statement of Financial Accounting Standard No. 142 "Goodwill and Other Intangible Assets" and ceased amortizing goodwill. Included in operating income for the fiscal years ended March 31, 2001 and 2000 is goodwill amortization of $5.3 million and $5.2 million, respectively.

(3)

Per-share data includes the weighted average impact of the November 4, 2003 issuance of 4,323,172 shares of common stock in connection with the IDT acquisition, the December 20, 2002 issuance of 5,462,500 shares of common stock in a public offering and the December 19, 2001 issuance of 3,755,000 of common stock in a public offering.

(4)

No cash dividends have been distributed in any of the years presented.

(5)

Earnings from continuing operations before extraordinary item, net interest and related expenses (primarily amortization of debt issuance costs), income taxes and depreciation and amortization (EBITDA). See Management's Discussion and Analysis of Financial Condition and Results of Operations, Use of Non-GAAP Financial Measures.

(6)

Net cash provided by operating activities of continuing operations less capital expenditures. See Management's Discussion and Analysis of Financial Condition and Results of Operations, Use of Non-GAAP Financial Measures.

(7)

Ratio of EBITDA to interest and related expenses (primarily amortization of debt issuance costs).

(8)

Long-term debt to EBITDA includes the current portion of long-term debt.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

        We begin the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) of DRS Technologies, Inc. and subsidiaries (hereinafter, we, us, our, the Company or DRS) with a company overview, followed by defense industry considerations and a summary of our overall business strategy to provide context for understanding our business. This is followed by a discussion of the critical accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results, which we discuss under "Results of Continuing Operations." We then provide an analysis of cash flows, and discuss our financial commitments under "Liquidity and Financial Resources" and "Contractual Obligations", respectively.

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        This MD&A should be read in conjunction with the other sections of this Annual Report on Form 10-K, including our Consolidated Financial Statements.

Forward-Looking Statements

        The following discussion and analysis contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, that are based on management's beliefs and assumptions, current expectations, estimates and projections. Such statements, including statements relating to the Company's expectations for future financial performance, are not considered historical facts and are considered forward-looking statements under the federal securities laws. These statements may contain words such as "believes," "anticipates," "plans," "expects," "intends," "estimates" or similar expressions. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to differ materially from those expressed or implied by these forward-looking statements and include, without limitation: the effect of our acquisition strategy on future operating results, including our ability to effectively integrate acquired companies into our existing operations; the uncertainty of acceptance of new products and successful bidding for new contracts; the effect of technological changes or obsolescence relating to our products and services; and the effects of government regulation or shifts in government policy, as they may relate to our products and services, and other risks or uncertainties detailed in the Company's Securities and Exchange Commission filings. Given these uncertainties, you should not rely on forward-looking statements. The Company undertakes no obligations to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Company Overview

        DRS Technologies is a leading supplier of defense electronic products and systems. We provide high-technology products and services to all branches of the U.S. military, major aerospace and defense prime contractors, government intelligence agencies, international military forces and industrial markets. We are a leading provider of thermal imaging devices, combat display workstations, electronic sensor systems, power systems, battlefield digitization systems, air combat training systems, mission recorders and deployable flight incident recorders.

        On March 10, 2005, we completed the sale of two of our operating units, DRS Weather Systems, Inc. (DRS Weather) and DRS Broadcast Technology (DRS Broadcast). The operating units were acquired in connection with our fiscal 2004 acquisition of Integrated Defense Technologies, Inc. (IDT). As a result of the divestiture, DRS Weather's and DRS Broadcast's assets and liabilities are presented on the March 31, 2004 balance sheet as "Assets of discontinued operations" and "Liabilities of discontinued operations", respectively. The results of operations of DRS Weather and DRS Broadcast for the fiscal year ended March 31, 2005 and for the period from the date of acquisition through March 31, 2004 are included in the Consolidated Statements of Earnings as "Earnings from discontinued operations and includes the gain on their sale." The cash flows of the discontinued operations also are presented separately in the Consolidated Statement of Cash Flows for the years ended March 31, 2005 and 2004.

        A summary of the operating results of the discontinued operations for the years ended March 31, 2005 and 2004 is presented under "Acquisitions and Divestitures" below.

        During the fourth quarter of fiscal 2004, we implemented a new organizational operating structure, which realigned our subsidiaries into two operating segments. Prior to the realignment, we operated with four operating segments. This repositioning was the result of strategic organizational reviews and a focused effort undertaken to integrate our November 4, 2003 acquisition of IDT. Our two principal operating segments are the Command, Control, Communications, Computers and Intelligence (C4I)

33

Group and the Surveillance and Reconnaissance (SR) Group. All other operations, primarily our Corporate Headquarters, are grouped in Other.

        The C4I Group is comprised of the following business areas: Command, Control and Communications (C3), which includes naval display systems, ship communications systems, radar systems, technical support, electronic manufacturing and system integration services and secure voice and data communications; Power Systems, which includes the naval and industrial power generation, conversion, propulsion, distribution and control systems; Intelligence Technologies, which includes signals intelligence, communications intelligence, data collection, processing and dissemination equipment; and Tactical Systems, which includes battle management tactical computer systems and peripherals product lines.

        The SR Group is comprised of the following business areas: the Reconnaissance, Surveillance and Target Acquisition (RSTA), which develops and produces electro-optical sighting, targeting and weapon sensor systems, high-speed digital data and imaging systems, aircraft weapons alignment systems, mission and flight recorders and image intensification (I²) night vision, combat identification and laser aimers/illuminator products, and provides electronic manufacturing services; Training and Control Systems, which develops and produces air combat training, unmanned vehicles, and electronic warfare and network systems; and Test & Energy Management, which develops and produces electronic test, diagnostics and vehicle electronics. For additional details of products and customers by business area see Item 1, "Business," of this Form 10-K.

        During the second quarter of fiscal 2005, DRS Data and Imaging Systems Ltd. was consolidated into our C4I Group's DRS Tactical Systems Ltd. operating unit to achieve certain operating synergies. DRS Data and Imaging Systems Ltd. previously had been managed as a part of our SR Group. Prior-year balances and results of operations for both the C4I Group and SR Group have been restated to reflect this management reporting change.

        The substantial majority of our sales are generated using written contractual arrangements. The contracts require us to design, develop, manufacture, modify, test and/or integrate complex defense electronic equipment and systems, and to provide related engineering and technical services according to specifications provided by our customers. Our primary "end-use" customer is the U.S. Department of Defense (DoD). For the year ended March 31, 2005, sales directly to the DoD and indirect sales to the DoD through its prime contractors and subcontractors generated $1.1 billion, or 84%, of our consolidated revenues. Our other customers include certain U.S. government intelligence agencies, foreign governments, commercial customers and other U.S. federal, state and local government agencies.

Defense Industry Considerations and Business Strategy

        The markets for defense and related advanced technology systems for fiscal 2006 and beyond will continue to be affected by the global war on terrorism, through the continued need for military missions and reconstruction efforts in Iraq and Afghanistan. The war on terrorism has focused greater attention on homeland security and better communication and interplay between local, state and federal government agencies and U.S. military services. Our nation's overall defense posture continues to move toward a more capabilities-based structure, which creates the ability for a more flexible response with greater force mobility, stronger space capabilities, missile defense, and improved information systems capability and security.

        The Future Years Defense Plan (FYDP) submitted with the President's budget request for fiscal year 2006 projects a strong commitment to research and development of transformational capabilities across the military services, while reducing quantities of near-term systems, compared with previous projections. As has been widely reported, the President's budget request for fiscal year 2006 includes $419.3 billion for overall defense spending and proposes reductions in funding for a number of existing

34

defense programs, including certain programs in which we participate. We are actively monitoring discussions regarding these proposals, but are unable to predict the extent to which these proposals ultimately will be approved as part of the 2006 or subsequent budgets approved by Congress or what the ultimate impact on DRS Technologies would be.

        In September 2004, Congress passed an initial $25 billion supplemental appropriation to defray costs for Operation Enduring Freedom and Operation Iraqi Freedom. This supplemental appropriation enabled the DoD to proceed on critical modernization and acquisition programs, versus using amounts available for those programs to pay for the Iraq and Afghanistan missions. In May 2005, Congress passed an additional $82 billion for Iraq and Afghanistan and combating terrorism worldwide. While there is no assurance that additional supplemental appropriations will continue to be approved by Congress, we do not anticipate that sustained operations in Iraq and Afghanistan will materially impact the procurement and research and development budget levels projected in the near term.

        DoD budgets have experienced increased focus on command, control, communications, computers intelligence, surveillance and reconnaissance (C4ISR), precision-guided weapons, unmanned aerial vehicles (UAVs), network-centric communications, Special Operations Forces (SOF) and missile defense. In addition, the DoD philosophy has focused on a transformation strategy that balances modernization and recapitalization (or upgrading existing platforms), while enhancing readiness and joint operations. As a result, defense budget program allocations continue to favor advanced information technologies related to command, control, communications, and computers, (C4) and Intelligence, Surveillance and Reconnaissance (ISR). Furthermore, the DoD's emphasis on system interoperability, force multipliers and providing battlefield commanders with real-time data is increasing the electronic content of nearly all major military procurement and research programs.

        While there are no assurances that increased DoD budget levels will be approved by Congress, particularly the investment budget account, the current outlook is one of increased DoD spending, which we believe will continue to positively affect DRS and other defense contractors in the near term. Conversely, a decline in the budget for the DoD investment account could have a negative affect on future orders, revenues, operating income and cash flows for defense contractors, including DRS, depending on the weapons platforms and programs affected by such budget reductions.

        Our strategy is designed to capitalize on the breadth of our technology and extensive expertise in order to meet the evolving needs of our customers. We intend to expand our share of existing programs and participate in new programs by leveraging the strong relationships that we have developed with the DoD, several other U.S. Government agencies and all of the major U.S. defense prime contractors. We expect to continue to benefit from the outsourcing of subsystems, components and products by prime contractors. We plan to continue to align our research and development, manufacturing and new business efforts to complement our customers' requirements and to provide state-of-the-art products. We plan to maintain a diversified and broad business mix with limited reliance on any single program, a significant follow-on business and an attractive customer profile.

        A significant component of our strategy has been to enhance our existing product base through selective acquisitions that add new products and technologies in areas that complement our present business base. We intend to continue acquiring select publicly and privately held companies, as well as defense businesses of larger companies that (i) exhibit significant market position(s) in their business areas, (ii) offer products that complement and/or expand our product offerings and (iii) display growing revenues, and positive operating income and cash flow prospects.

Other Business Considerations

        As a government contractor, we are subject to U.S. government oversight. The government may ask about and investigate our business practices and audit our compliance with applicable rules and regulations. Depending on the results of those audits and investigations, the government could make

35

claims against us. Under government procurement regulations and practices, an indictment of a government contractor could result in that contractor being fined and/or suspended from being able to bid on, or be awarded, new government contracts for a period of time. A conviction could result in debarment for a specific period of time. Similar government oversight exists in most other countries where we conduct business.

        We are party to various legal actions and claims arising in the ordinary course of our business. We believe we have adequate legal defenses for each of the actions and claims, and we believe that their ultimate disposition will not have a material adverse effect on our consolidated financial position, results of operations or liquidity (see Item 3. Legal Proceedings).

        Our sales to international customers involve additional risks, such as exposure to currency fluctuations and changes in foreign economic and political environments. International transactions frequently involve increased financial and legal risks arising from stringent contractual terms and conditions, and widely differing legal systems, customs and practices in foreign countries. We expect that international sales, as a percentage of our overall sales, will continue to increase in future years as a result of, among other factors, our growth strategy and continuing changes in the defense industry.

        Our future operating results depend on our ability to successfully compete in a highly competitive industry that is characterized by rapid technological change and to find and effectively integrate acquired companies into our existing operations. Continuation of our recent revenue growth rate depends primarily on our ability to identify and acquire suitable acquisition targets. We have participated successfully in the defense industry consolidation through strategic business acquisitions and by streamlining our existing operations; however, we cannot guarantee that we will have sufficient funds available to us to continue investing in business acquisitions. See Liquidity and Capital Resources for additional information regarding certain covenants and restrictions placed on us under our credit facility.

Acquisitions and Divestitures

        The following summarizes certain acquisitions and divestitures we completed, which significantly affect the comparability of the period-to-period results presented in this discussion and analysis. The acquisitions discussed below have been accounted for using the purchase method of accounting. Accordingly, the results of operations of the acquired businesses are included in our reported operating results from their respective effective dates of acquisition. We selectively target acquisition candidates that complement or expand our product lines, services or technical capabilities. We continue to seek acquisition opportunities consistent with our overall business strategy.

        Fiscal 2005 Acquisition    On December 14, 2004, we acquired certain assets and liabilities of Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc. (collectively referred to as NVEC hereinafter), a privately held business headquartered in Allentown, Pennsylvania. The purchase price was $47.2 million in cash, including a $4.7 million working capital adjustment paid in the fourth quarter of fiscal 2005, with additional consideration of up to a maximum of $37.5 million payable upon achieving certain annual revenue targets for a period of three years. In addition to the purchase price, we recorded approximately $0.3 million for acquisition-related costs. The results of NVEC's operations have been included in our financial statements since the date of the acquisition.

        NVEC is a manufacturer and marketer of innovative night vision products and combat identification systems. The company focuses on the rapid development and delivery of lightweight, affordable image intensification (I²) night vision, uncooled thermal imaging, reflective combat identification and laser-based products for U.S. and international militaries and paramilitary organizations. NVEC maintains research, development and production facilities in Prescott Valley, Arizona, and has production and sales agreements with leading infrared and thermal imaging divisions of several major U.S. prime contractors. The acquisition of NVEC has enhanced DRS's position in the

36

uncooled infrared sensor and thermal imaging systems market, as well as provided increased access to and participation in homeland defense efforts at the federal, state and local levels. NVEC is being managed as part of the Company's SR Group.

        Fiscal 2004 Acquisition    On November 4, 2003, we acquired all of the outstanding stock of IDT. Headquartered in Huntsville, Alabama, IDT, which consisted of eight operating units, is a designer, developer and provider of advanced electronics and technology products for the defense and intelligence industries. IDT's systems, subsystems and components are sold to all branches of the U.S. armed services, various government agencies, major prime defense contractors and international governments. The total merger consideration was $367.4 million, including $261.3 million in cash (excluding cash acquired of $27.5 million) and 4,323,172 shares of our common stock valued at $24.55 per share, plus our merger-related costs of approximately $12.5 million. Upon closing of the acquisition, we repaid IDT's term loan in the amount of $200.8 million. The cash consideration for the acquisition and IDT's term loan were financed with borrowings under our amended and restated credit facility, the issuance of our senior subordinated notes and with existing cash on hand.

        We believe IDT's products and technologies complement our program and military platform applications and that IDT is well positioned to leverage the military's near-term force modernization and emerging transformation initiatives through its complementary programs, depth of engineering talent, commitment to investments in research and development, and breadth of technology.

        We believe that the acquisition of IDT provides us with several strategic benefits, including the following:

•

IDT expands our customer penetration by placing our products on a new base of U.S. Air Force programs, increasing our content on key Army and Navy weapons programs and significantly expanding our intelligence business;



•

IDT further diversifies and expands our program portfolio; and



•

IDT provides additional technology and expertise in power generation. IDT's power generation leadership, including a strong market position on a U.S. Army hybrid electric drive program, and a leading position in power distribution switchgear for the LHD-8 Amphibious Assault Ship under development at Northrop Grumman Ship Systems, complements our strong presence in the naval power systems business.

        The acquired IDT operating units are being managed as a part of our C4I and SR Groups.

        Fiscal 2003 Acquisitions    On February 14, 2003, we acquired all of the outstanding stock of Power Technology Incorporated, a privately held company principally located in Fitchburg, Massachusetts, for $35.0 million in cash, subject to adjustment, plus $14.0 million of contingent consideration and $0.3 million of acquisition-related costs. During fiscal 2004, we recorded $4.0 million in earn-out payments, with a corresponding increase to goodwill. Renamed DRS Power Technology, Inc. (DRS PTI), the company operates as part of our C4I Group. DRS PTI designs, develops, manufactures and provides life-cycle support for a wide variety of high-performance, complex power systems and rotating machinery and is concentrated in four major areas: Navy Electric Drive Equipment, Navy Main Propulsion Turbines, High-Performance Navy Pumps, and Fuel Cells and Industrial Equipment. The addition of DRS PTI to DRS's existing power systems line of business is significant to our strategy for providing naval vessels with a totally integrated gas turbine or steam turbine propulsion plant, with either electric or mechanical drive, and is expected to enhance our ability to expand our involvement in other electric drive platforms supporting Navy growth initiatives.

        On January 15, 2003, we acquired the assets and certain liabilities of the Electromagnetics Development Center of Kaman Aerospace, a subsidiary of Kaman Corporation, located in Hudson, Massachusetts, for $27.5 million in cash, subject to adjustment, plus $7.5 million of contingent

37

consideration and $0.1 million of acquisition-related costs. Kaman's Electromagnetics Development Center develops high-performance, lightweight electric motors, generators and drive electronics for defense, industrial and transportation applications. Renamed DRS Electric Power Technologies, Inc. (DRS EPT), the company operates as part of our C4I Group. The addition of DRS EPT is complementary to our existing position in ship electric propulsion equipment, control equipment, high-performance networks, tactical displays and specialty reactor plant instrumentation.

        On November 27, 2002, we acquired all of the outstanding stock of Paravant Inc. (Paravant) in a purchase business combination and merged Paravant into a wholly-owned subsidiary of DRS. Consideration in the Paravant acquisition was approximately $94.7 million in cash and the assumption of $15.5 million in debt. In addition to the purchase price, the estimated costs related to the acquisition, including professional fees, approximated $4.9 million. Paravant, which consists of five operating units, is a designer and manufacturer of highly engineered, technically advanced, defense electronics for U.S. and allied international military and intelligence agency applications. The company manufactures rugged computer systems and communications interfaces serving military Command, Control, Communications, Computer, Intelligence, Surveillance and Reconnaissance (C4ISR) initiatives. Paravant also produces high-speed processing equipment for the intelligence community and offers modernization design and installation services for select rotary- and fixed-wing military aircraft. The Paravant acquisition was compatible with the Company's goals of expanding its core tactical systems business base and increasing our presence in the U.S. Air Force and high-end signal intelligence programs supporting government agencies. The acquired Paravant operating units are being managed as part of our C4I Group.

        Pursuant to a purchase agreement effective July 1, 2002, we acquired the assets and assumed certain liabilities of the Navy Controls Division (NCD) of Eaton Corporation for $96.0 million in cash. In addition to the purchase price, the estimated costs related to the acquisition, including professional fees, approximated $3.0 million. Renamed DRS Power & Control Technologies, Inc. (DRS PCT) and located in Milwaukee, Wisconsin, and Danbury, Connecticut, the company is a leading supplier of high-performance power conversion and instrumentation and control systems for the U.S. Navy's combatant fleet, including nuclear-powered and conventionally-powered ships, as well as for specialized industrial customers. Products include ship electric propulsion equipment, power electronics equipment, high-performance networks, shipboard control equipment and control panels, tactical displays, and specialty reactor instrumentation and control equipment. The addition of this unit complements our presence in naval advanced command and control, computer display and other ship systems. DRS PCT is being managed as a part of our C4I Group.

        In addition, we made two immaterial acquisitions in fiscal 2003.

        Fiscal 2005 Divestiture    On March 10, 2005, we sold our DRS Weather Systems and DRS Broadcast Technology operating units for $29.0 million, net of transaction costs and recorded a $0.7 million after-tax gain on the sale. DRS Weather designs, develops and produces meteorological surveillance and analysis products, including Doppler weather radar systems, and DRS Broadcast is a manufacturer of radio frequency broadcast transmission equipment. DRS Weather and DRS Broadcast operated as a part of our C4I Group. A summary of the results of discontinued operations for the

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fiscal year ended March 31, 2005 and for the period from November 4, 2003 through March 31, 2004 (the prior year period for which DRS Weather and DRS Broadcast were owned by DRS) follows:

	Year Ended March 31,
	2005		2004
	(in thousands)
Revenues	$	33,325	$	14,319
Earnings before taxes	$	3,601	$	1,819
Income tax expense		1,050		641
Earnings from discontinued operations (including after-tax gain on sale of $0.7 million in 2005)	$	2,551	$	1,178

        Fiscal 2003 Divestitures    On November 22, 2002, we sold our DRS Advanced Programs, Inc. operating unit (DRS API) for $7.6 million in cash and recorded a $0.6 million pre-tax loss on the sale. DRS API, which operated as part of our C4I Group, developed, designed, manufactured and marketed custom- packaged computers and peripherals, primarily for the DoD and the government intelligence community. DRS API, prior to the sale, recorded revenues and an operating loss of $8.5 million and $1.1 million, respectively, for the fiscal year ended March 31, 2003.

        On May 27, 2002, we sold the assets of our DRS Ahead Technology, Inc. operating unit. DRS Ahead Technology, which operated as part of our "Other" segment produced magnetic head components used in the manufacturing process of computer disk drives and manufactured magnetic video recording heads used in broadcast television equipment. No gain or loss was recorded on the sale. DRS Ahead Technology, prior to the sale, recorded revenues and an operating loss of $1.3 million and $0.5 million, respectively, for the fiscal year ended March 31, 2003.

Critical Accounting Policies

        The following is not intended to be a comprehensive list of all of our accounting policies. Our significant accounting policies are more fully described in Note 1 to the Consolidated Financial Statements. In many cases, the accounting treatment of a particular transaction specifically is dictated by accounting principles generally accepted in the United States of America, with no need for management's judgment in their application. Other areas require management's judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and costs and expenses during the reporting period. Ultimately, actual amounts may differ from these estimates. We believe that critical accounting estimates have the following attributes: (1) require management to make assumptions about matters that are uncertain at the time of the estimate; and (2) different estimates we reasonably could have used, or changes in the estimates that are reasonably likely to occur, would have a material effect on our consolidated financial condition or results of operations. We believe the following critical accounting policies contain the more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

        Management Estimates    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Some of the more significant estimates made by management involve the percentage of completion and total estimated costs at completion on long-term contracts, recoverability of goodwill and long-lived and intangible assets, the valuation of deferred tax assets and liabilities, the valuation of assets acquired and liabilities assumed in purchase business combinations and the valuation of pensions and other postretirement benefits, as discussed below. We also make

39

estimates regarding the recoverability of assets, including accounts receivable and inventories, and for litigation and contingencies. Actual results could differ from these estimates.

        Revenue Recognition on Contracts and Contract Estimates    Substantially all of our direct and indirect sales to the U.S. Government and certain of our sales to foreign governments and commercial customers are made pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products to the specifications of the buyers (customers). These contracts are accounted for in accordance with American Institute of Certified Public Accountants Statement of Position 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts" (SOP 81-1), and cost-reimbursable contracts with the U.S. government also specifically are accounted for in accordance with Accounting Research Bulletin No. 43, Chapter 11, Section A, "Government Contracts, Cost-Plus-Fixed Fee Contracts" (ARB 43).

        Revenues and profits on fixed-price development contracts are recognized using percentage-of-completion methods of accounting. Revenues and profits on fixed-price production contracts whose units are produced and delivered in a continuous or sequential process are recorded as units are delivered, based on their selling prices (the "units-of-delivery" method). Revenues and profits on other fixed-price contracts are recorded based on the ratio of total actual incurred costs to date to the total estimated costs at completion of the contract for each contract (the "cost-to-cost method"). Under our percentage-of-completion methods of accounting, a single estimated total profit margin is used to recognize profit for each contract over its entire period of performance.

        Accounting for the revenues and profits on a fixed-price contract requires estimates of (1) the contract value or total contract revenue, (2) the total costs at completion, which is equal to the sum of the actual incurred costs to date on the contract and the estimated costs to complete the contract's scope of work, and (3) the measurement of progress towards completion. The estimated profit or loss on a contract is equal to the difference between the total contract value and the estimated total cost at completion. Under the units-of-delivery percentage-of-completion method, revenues on a fixed-price contract are recorded as the units are delivered during the period at an amount equal to the contractual selling price of those units. Under the cost-to-cost percentage-of-completion method, revenues on a fixed-price contract are recorded at amounts equal to the ratio of cumulative costs incurred to date to total estimated costs at completion multiplied by the contract value, less the cumulative revenues recognized in prior periods. The profit recorded on a contract in any period under both the units-of-delivery method and cost-to-cost method is equal to the current estimated total profit margin for the contract, stated as a percentage of contract revenue multiplied by the cumulative revenue recorded less the cumulative profit previously recorded. Adjustments to original estimates for a contract's revenues, estimated costs at completion and estimated total profit often are required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications occur. These changes are recorded in the period they are determined to be necessary.

        Revenues and profits on a cost-reimbursable contract are recognized as allowable costs are incurred on the contract and become billable to the customer, in an amount equal to the allowable costs plus the profit on those costs, which are fixed or variable, based on the contract fee arrangement. Thus, cost-reimbursable contracts generally are not subject to the same estimation risks that affect fixed-price contracts.

        The impact of revisions in profit estimates on both fixed-price and cost-reimbursable contracts is recognized in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which they become evident. Amounts representing contract change orders or claims are included in revenues only when they can be estimated reliably and their realization is reasonably assured. The revisions in contract estimates, if significant, can materially affect our results of operations and future cash flows.

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        We record contract-related assets and liabilities acquired in business combinations at their fair value by considering the remaining contract amounts to be billed, our estimate to complete and a profit allowance on our completion effort commensurate with the profit margin we earn on similar contracts. Revisions to cost estimates subsequent to the date of acquisition may be recorded as an adjustment to goodwill or earnings, depending on the nature and timing of the revision.

        We often enter into contracts that provide for significant engineering as well as the production of finished units with the expectation that we will incur substantial up-front costs to engineer the product to meet customer specifications. These arrangements typically provide us the opportunity to be awarded add-on contracts requiring the delivery of additional finished units. Our ability to recover up-front costs and earn a reasonable overall profit margin often is contingent on being awarded multiple contracts. Prior to entering into such arrangements, we estimate the amount of up-front costs to be incurred and evaluate the likelihood of being awarded the add-on contracts. Inaccurate estimates of up-front costs, coupled with the failure to obtain, or delays in obtaining, add-on contracts, could have a material effect on the timing of revenue and/or profit or loss recognition and future cash flows.

        Goodwill and Acquired Intangible Assets    We allocate the cost of our acquired businesses (commonly referred to as the purchase price allocation) to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. As part of the purchase price allocations for our acquired businesses, identifiable intangible assets are recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are capable of being separated or divided from the acquired business and sold, transferred, licensed, rented or exchanged, unless the intangible asset is comprised of the assembled workforce of the acquired business.

        Generally, the substantial majority of the intangible assets from the businesses that we acquire are derived from the intellectual capital of the management, administrative, scientific, engineering and technical employees of the acquired businesses. The success of our businesses is primarily dependent on the management, contracting, engineering and technical skills and knowledge of our employees, rather than productive capital (machinery and equipment). Generally, patents, trademarks and licenses are not material to our acquired businesses. Therefore, the substantial majority of the intangible assets for our acquired businesses is recognized as goodwill.

        The values assigned to acquired identifiable intangible assets for customer-related and technology-based identifiable assets are determined, as of the date of acquisition, based on estimates and judgements regarding expectations of the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and sales, all of which is discounted to present value. The value assigned to goodwill equals the amount of the purchase price of the business acquired in excess of the sum of the amounts assigned to identifiable acquired assets, both tangible and intangible, less liabilities assumed.

        We assess the recoverability of our long-lived assets and acquired identifiable intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors we consider important which could trigger an impairment review include:

•

Significant under-performance relative to expected historical performance or projected future operating results;



•

Significant changes in the manner or use of the assets or the strategy that affects that asset group;



•

Significant adverse changes in the business climate in which we operate; and



•

Loss of a significant contract or failure to be awarded add on contracts.

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        If we identify the existence of one or more of the above indicators, we would determine if the asset is impaired by comparing its expected future net undiscounted cash flows with its carrying value. If the expected future net undiscounted cash flows are less than the carrying value of the asset, we would record an impairment loss based on the difference between the asset's estimated fair value and its carrying value. The determination of the future net undiscounted cash flows and the fair value of an asset involves estimates and assumptions regarding future operating results, all of which are impacted by economic conditions related to the industries in which those assets operate. Inaccurate estimates could have a material affect on the results of operations, financial position and cash flows. At March 31, 2005, we had identifiable acquired intangible assets with finite useful lives of $100.0 million, net of accumulated amortization.

        Goodwill is tested for impairment at a level of reporting referred to as a "reporting unit." During fiscal 2004, in connection with the realignment of the Company's operating segments discussed above, the components of our reporting units also changed. We have identified four reporting units for impairment testing purposes.

        The annual impairment test is performed after completion of our annual financial operating plan, which occurs in the fourth quarter of our fiscal year. We completed our annual impairment tests with no adjustment to the carrying value of our goodwill, as of March 31, 2005 and 2004. The annual goodwill impairment assessment involves estimating the fair values of our reporting units and comparing such fair values with the reporting unit's respective carrying value. If the carrying value of the reporting unit exceeds its fair value, additional steps are followed to recognize a potential impairment loss. We estimate the fair value of our reporting units by applying third party market value indicators to the reporting unit's projected revenues, earnings before net interest and taxes (EBIT) and earnings before net interest, taxes, depreciation and amortization (EBITDA), and calculating a weighted average of the three extended values. Estimating the fair value of the reporting units requires significant estimates and assumptions by management, as the calculation is dependent on estimates for future revenues, EBIT and EBITDA, all of which are impacted by economic conditions related to the industries in which we operate, as well as conditions in the U.S. capital markets. A decline in the estimated fair value of a reporting unit could result in an impairment charge to goodwill, which could have a material adverse effect on our business, financial condition and results of operations. At March 31, 2005, we had goodwill of $815.4 million.

        Pension Plan and Postretirement Benefit Plan Obligations    The obligations for our pension plans and postretirement benefit plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates for employee benefit liabilities, rates of return on plan assets, expected annual rates for salary increases for employee participants in the case of pension plans, and expected annual increases in the costs of medical and other healthcare benefits in the case of postretirement benefit obligations. These long-term assumptions are subject to revision based on changes in interest rates, financial market conditions, expected versus actual returns on plan assets, participant mortality rates and other actuarial assumptions, including future rates of salary increases, benefit formulas and levels, and rates of increase in the costs of benefits. Changes in the assumptions, if significant, materially can affect the amount of annual net periodic benefit costs recognized in our results of operations from one year to the next, the liabilities for the pension plans and postretirement benefit plans, and our annual cash requirements to fund these plans.

        Income Taxes    At March 31, 2005, we had net deferred tax assets of $5.2 million, including $14.5 million of loss and tax credit carryforwards, which are subject to various limitations and will expire if unused within their respective carryforward periods. As of March 31, 2005, we provided a $6.5 million valuation allowance associated with the loss carryforwards that is included in our net deferred tax assets. Deferred taxes are determined separately for each of our tax paying entities in each tax jurisdiction. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain)

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within the carryback and carryforward periods available under the tax law. Based on our estimates of the amounts and timing of future taxable income, we believe we will realize our recorded net deferred tax assets. A change in the ability of our operations to continue to generate future taxable income could affect our ability to realize the future tax deductions underlying our net deferred tax assets and require us to increase our valuation allowance against our deferred tax assets. Such changes, if significant, could have a material impact on our effective tax rate, results of operations and financial position in any given period.

        Our annual effective tax rate is based on expected pre-tax earnings, statutory tax rates and tax planning opportunities available in various jurisdictions in which we operate. Significant judgment is required in determining our annual effective tax rate and in evaluating our tax positions.

        We establish accruals for tax contingencies when, notwithstanding the reasonable belief that our tax return positions are fully supported, we believe that certain filing positions are likely to be challenged and moreover, that such filing positions may not be fully sustained.

        We continually evaluate our tax contingency accruals and will adjust such amounts in light of changing facts and circumstances, including but not limited to emerging case law, tax legislation, rulings by relevant tax authorities and the progress of ongoing tax audits. Settlement of a given tax contingency could impact the income tax provision in the year of resolution. Our tax contingency accruals are presented in the consolidated balance sheet within income taxes payable.

Other Management Estimates A substantial majority of our revenues and, consequently, our outstanding accounts receivables are, directly or indirectly, with the United States government. Therefore, our risk of not collecting amounts due us under such arrangements is minimal. We generally require letters of credit or deposit payments prior to the commencement of work or obtain progress payments upon the achievement of certain milestones from our commercial customers. In addition, our revenues are supported by contractual arrangements specifying the timing and amounts of payments. Consequently, we historically have experienced and expect to continue to experience a minimal amount of uncollectible accounts receivable. Changes in the underlying financial condition of our customers or changes in the industry in which we operate necessitating revisions to our standard contractual terms and conditions could have an impact on our results of operations and cash flows in the future.

        Our inventory consists of work-in-process, general and administrative costs, raw materials and finished goods, including subassemblies principally for use in our products. We continually evaluate the adequacy of our reserves on our raw materials and finished goods inventory by reviewing historical rates of scrap, on-hand quantities as compared with historical and projected usage levels, and other anticipated contractual requirements.

        We record a liability pertaining to pending litigation or contingencies based on our best estimate of potential loss, if any, or at the minimum end of the range of loss in circumstances where a range of loss can be reasonably estimated. Because of uncertainties surrounding the nature of litigation and the cost to us, if any, we continually revise our estimated losses as additional facts become known.

Results of Continuing Operations

        Our operating cycle is long-term and involves various types of production contracts and varying production delivery schedules. Accordingly, operating results of a particular year, or year-to-year comparisons of recorded revenues and earnings, may not be indicative of future operating results.

        Members of our senior management team regularly review key performance metrics and the status of operating initiatives within our business. These key performance indicators are primarily revenues, operating income and bookings. We review this information on a monthly basis through extensive operating segment reviews which include, among other operating issues, detailed discussions related to significant programs, proposed investments in new business opportunities or property, plant and

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equipment, and integration and cost reduction efforts. The following table presents a summary comparison of the key performance metrics, other significant financial metrics and significant liquidity metrics monitored by senior management of the Company.

	For the Year Ended March 31,						Percent Changes
	2005		2004		2003		2005 vs. 2004		2004 vs. 2003
	(in thousands)
Key performance metrics
Revenues	$	1,308,600	$	986,931	$	675,762	32.6	%	46.0	%
Operating income	$	143,132	$	103,332	$	67,684	38.5	%	52.7	%
Bookings	$	1,433,030	$	1,052,630	$	723,545	36.1	%	45.5	%
Other significant financial metrics
Interest and related expenses	$	39,750	$	24,259	$	10,589	63.9	%	129.1	%
Income taxes	$	44,842	$	33,789	$	25,701	32.7	%	31.5	%
Significant liquidity metrics(A)
Free Cash Flow	$	101,662	$	80,273	$	30,482	26.6	%	163.3	%
EBITDA	$	181,226	$	129,272	$	81,896	40.2	%	57.8	%

(A)

See Liquidity and Capital Resources and Use of Non-GAAP Financial Measures for additional discussion and information.

Fiscal Year Ended March 31, 2005, Compared with Fiscal Year Ended March 31, 2004

        Revenues and Operating Income    Revenues and operating income for the fiscal year ended March 31, 2005 were $1.3 billion and $143.1 million, respectively, increasing approximately $321.7 million and $39.8 million, respectively, as compared with the prior fiscal year. The increase in revenues was primarily driven by our November 4, 2003 acquisition of IDT and our December 14, 2004 acquisition of NVEC, which contributed incremental (current fiscal year over corresponding prior fiscal year) revenues of $211.8 million and $18.4 million, respectively. Also contributing to the overall increase in revenues were higher ship propulsion-related volume, increased shipments of certain combat display workstations, rugged computers, airborne-based electro-optical sighting systems and certain airborne-based infrared countermeasure subassemblies. Partially offsetting the overall increase in revenues were decreased shipments of certain ground-based infrared sighting and targeting systems. The growth in operating income for the fiscal year ended March 31, 2005, as compared with the corresponding prior fiscal year, was due primarily to the overall increase in revenues and strong margins from certain ground-based infrared sighting and targeting systems and a certain carrier landing system. The acquired IDT and NVEC operating units contributed incremental operating income of $27.1 million and $4.5 million, respectively, for the fiscal year ended March 31, 2005. Partially offsetting the overall increase in operating income were certain legal and severance-related charges. See Operating Segments discussion below for additional information.

        Bookings    We define bookings as the value of contract awards received from the U.S. government, for which the U.S. government has appropriated funds, plus the value of contract awards and orders received from customers other than the U.S. government. Bookings for the fiscal year ended March 31, 2005 increased $380.4 million, versus the prior fiscal year, to $1.4 billion. The primary driver of the overall increase was the acquisition of IDT and NVEC, which contributed incremental bookings of $241.1 million and $21.5 million, respectively.

        Interest and related expenses    Interest and related expenses increased $15.5 million for the fiscal year ended March 31, 2005, as compared with the prior fiscal year, to $39.8 million. The increase in interest and related expenses is primarily the result of an increase in our average borrowings

44

outstanding for the year ended March 31, 2005, as compared with the prior fiscal year. The increase in the average borrowings outstanding was driven by the financing of our November 4, 2003 acquisition of IDT, as well as our December 23, 2004 issuance of an additional $200 million of our 6⁷/8% senior subordinated notes. The notes were priced at 105% of the principal amount, reflecting an effective interest rate of approximately 6.13% (see Liquidity and Capital Resources below). We had no borrowings outstanding under our revolving credit facility as of March 31, 2005 and 2004.

        Income taxes    The provision for income taxes for fiscal year ended March 31, 2005 reflects an estimated annual effective income tax rate of approximately 43.5%, as compared with 43.7% in the prior year. Factors contributing to the decrease in our effective tax rate include a reduction in the valuation allowance for state net operating losses and a reduction of certain non-deductible expenses, offset, in part, by higher net foreign and state tax rates.

Fiscal Year Ended March 31, 2004, Compared with Fiscal Year Ended March 31, 2003

        Revenues and Operating Income    Revenues and operating income for the year ended March 31, 2004 were $986.9 million and $103.3 million, respectively, increasing approximately $311.2 million and $35.6 million, respectively, as compared with the prior fiscal year. The increase in revenues was driven primarily by our November 4, 2003 acquisition of IDT, and our fiscal 2003 acquisitions of the Navy Controls Division of Eaton Corporation (now operating as DRS Power & Control Technologies, Inc.—DRS PCT), Paravant Inc. (Paravant), Kaman's Electromagnetics Development Center (now operating as DRS Electric Power Technologies, Inc.—DRS EPT), Power Technology Incorporated (now operating as DRS Power Technology, Inc.—DRS PTI) and two immaterial acquisitions. IDT contributed $130.9 million to fiscal 2004 revenues. Our fiscal 2003 acquisitions contributed $147.2 million of incremental (fiscal year-over-year) revenues to fiscal 2004. Also contributing to the overall increase in revenues were increased shipments of ground- and airborne-based electro-optical sighting and targeting systems. Partially offsetting the overall increases in revenues were decreases from combat display workstation engineering services, advanced electronic manufacturing and integration services, certain maritime-based electro-optical systems and certain rugged computer systems. The growth in operating income was due primarily to the overall increase in revenues. IDT contributed $12.9 million to operating income in fiscal 2004, and our fiscal 2003 acquisitions contributed incremental operating income of $25.2 million. Partially offsetting the overall increase in operating income were certain program-related charges. See Operating Segments discussion below for additional information.

        Bookings    We define bookings as the value of contract awards received from the U.S. government, for which the U.S. government has appropriated funds, plus the value of contract awards and orders received from customers other than the U.S. government. Bookings increased $329.1 million, or 45.5%, in fiscal 2004 versus the same period in the prior year. The primary drivers of the overall increase in bookings were the acquisition of IDT, which contributed $131.0 million since its acquisition, as well as our fiscal 2003 acquisitions, which contributed $109.6 million of incremental bookings in fiscal 2004.

        Interest and related expenses    Interest and related expenses increased $13.7 million for the fiscal year ended March 31, 2004, as compared with the same period in the prior year. The increase in interest expense is the result of an overall increase in our average borrowings outstanding in fiscal 2004, driven by the financing of the IDT acquisition. Also contributing to the overall increase was $0.9 million of fees recorded in connection with a subordinated bridge loan commitment executed by us to secure financing in the event that we were unable to successfully consummate the October 30, 2003 issuance of the senior subordinated notes issued in connection with the IDT acquisition.

        Income taxes    The provision for income taxes for the year ended March 31, 2004 reflects an effective income tax rate of approximately 43.7%, as compared with 46.0% in the prior year. The decrease, as compared with the corresponding prior year, was primarily due to: a smaller loss incurred by DRS Tactical Systems Ltd. for which a full valuation allowance was established, along with the

45

growth of our operations, which reduced the effect of the valuation allowance, and the effect of foreign exchange adjustments, offset, in part, by an increase in non-deductible expenses.

Operating Segments

        The following tables set forth, by operating segment, revenues, operating income, operating margin, depreciation and amortization, and the percentage increase or decrease of those items, as compared with the prior-year period:

	Years Ended March 31,									Percent Changes
	2005			2004			2003			2005 vs. 2004		2004 vs. 2003
	(dollars in thousands)
C4I
Revenues*	$	700,432		$	552,274		$	371,153		26.8	%	48.8	%
Operating income	$	73,566		$	58,652		$	33,363		25.4	%	75.8	%
Operating margin		10.5	%		10.6	%		9.0	%	(1.1	)%	18.1	%
SRG
Revenues*	$	608,168		$	434,657		$	303,260		39.9	%	43.3	%
Operating income	$	69,893		$	44,597		$	35,143		56.7	%	26.9	%
Operating margin		11.5	%		10.3	%		11.6	%	12.0	%	(11.5	)%
Other
Revenues*	$	—		$	—		$	1,349		n/a		(100.0	)%
Operating (loss)	$	(327	)	$	83		$	(822	)	(494.0	)%	110.1	%
Operating margin		n/a			n/a			(60.9	)%	n/a		n/a

*

Revenues are net of intersegment eliminations.

Fiscal Year Ended March 31, 2005, Compared with Fiscal Year Ended March 31, 2004

        Command, Control, Communication, Computers and Intelligence Group    Revenues increased $148.2 million, or 26.8%, to $700.4 million for the fiscal year ended March 31, 2005, as compared with the corresponding prior fiscal year. Operating income increased $14.9 million, or 25.4%, to $73.6 million. The increase in revenue was attributable to the legacy IDT operating units, which contributed incremental revenues of $57.8 million, as well as the overall increase in revenues from higher ship propulsion engineering volume, increased shipments of combat display workstations, secure telephone and communications equipment, certain turbine generators and an international long-range infrared surveillance and observation system. Partially offsetting the overall increase in revenues was decreased volume for a certain mobile ground-based radar system and nuclear instrumentation and control systems, and naval power control systems.

        The increase in operating income for the fiscal year ended March 31, 2005, as compared with the corresponding prior fiscal year, was primarily driven by the overall increase in revenues. The IDT operating units contributed $10.7 million of operating income to the fiscal year ended March 31, 2005. Operating income for fiscal 2005 was unfavorably impacted by a $6.5 million charge to increase the accrual for the settlement of the Miltope litigation and $1.2 million in severance-related charges. For the fiscal year ended March 31, 2004, operating income was unfavorably impacted by certain program charges totaling $9.6 million. The charges were recorded for program cost growth of $6.2 million on certain radar programs and $3.4 million for various other programs and inventory-related items.

        Surveillance & Reconnaissance Group    Revenues increased $173.5 million, or 39.9%, to $608.2 million for the fiscal year ended March 31, 2005, as compared with the corresponding prior

46

fiscal year. Operating income increased $25.3 million, or 56.7%, to $69.9 million. The increase in revenues was primarily attributable to the IDT operating units and the fiscal 2005 acquisition of NVEC. The IDT operating units and NVEC contributed incremental revenues of $154.0 million and $18.4 million, respectively. Revenues also were favorably impacted by increased shipments of certain airborne-based electro-optical sighting and targeting systems, airborne-based infrared countermeasure subassemblies and certain infrared focal plane arrays. Partially offsetting the overall increase in revenues were lower shipments of certain ground-based electro-optical infrared sighting and targeting systems.

        The increase in operating income for fiscal year ended March 31, 2005, as compared with the corresponding prior fiscal year, was primarily driven by the overall increase in revenues, as well as strong margins on a certain ground-based electro-optical reconnaissance, surveillance and targeting system platform. The IDT operating units and NVEC contributed $16.3 million and $4.5 million, respectively, in incremental operating income. Partially offsetting the overall increase in operating income was the impact of a $1.0 million inventory write-down on certain uncooled infrared programs recorded in the first quarter of fiscal 2005. For the fiscal year ended March 31, 2004, operating income was unfavorably impacted by cost overruns of $3.0 million for a thermal target and acquisition system program, partially offset by a $1.6 million favorable program adjustment due to changes in estimates to complete.

Fiscal Year Ended March 31, 2004, Compared with Fiscal Year Ended March 31, 2003

        Command, Control, Communication, Computers and Intelligence Group    Revenues increased $181.1 million, or 48.8%, to $552.3 million in fiscal 2004 as compared with the corresponding prior fiscal year. Operating income increased $25.3 million, or 75.8%, to $58.7 million. Our fiscal 2004 merger with IDT and our fiscal 2003 acquisitions primarily drove the increase in revenues. The IDT companies operating in C4I contributed $44.3 million to fiscal 2004 revenues, and the fiscal 2003 acquisitions contributed incremental revenues of $138.2 million. The revenue increase also was favorably impacted by growth in certain surveillance systems, and aircraft wire harness and cable assemblies. These increases were offset, in part, by decreases in revenues from combat display workstation engineering services, certain rugged computers and peripherals sold to the U.S. Army, advanced contract manufacturing services and shipboard integrated communications systems. Revenues for the year ended March 31, 2003 included $8.5 million from DRS API, which was sold in the third quarter of fiscal 2003.

        The increase in operating income primarily was driven by the overall increase in revenues. The IDT companies operating in C4I contributed $6.4 million to fiscal 2004 operating income and, our fiscal 2003 acquisitions contributed $23.9 million of incremental operating income. Favorable margins from the group's advanced manufacturing services were partially offset by the impact of decreased revenues from certain rugged computers and peripherals. Fiscal 2004 operating income was unfavorably impacted by charges totaling $9.6 million. The charges included program cost growth of $6.2 million on certain radar programs and $3.4 million for various other programs and inventory-related items. Fiscal 2003 operating income included charges of $2.2 million, $2.6 million and $0.5 million for cost growth on a surface search radar program, for certain charges at the group's U.K. operating unit and reorganization charges in the group's Canadian operating unit, respectively. The C4I U.K. operating unit's fiscal 2003 charges included $1.5 million for cost growth and inventory write-offs on certain programs, and $1.1 million for reorganization costs. DRS API recorded an operating loss of $1.1 million during the year ended March 31, 2003.

        Surveillance & Reconnaissance Group    Revenues increased $131.4 million, or 43.3%, to $434.7 million in fiscal 2004, as compared with the corresponding prior fiscal year. Operating income increased $9.5 million, or 26.9%, to $45.6 million. The increase in revenue primarily was driven by our fiscal 2004 merger with IDT and the fiscal 2003 acquisitions of the U.S.-based Unmanned Aerial

47

Vehicle business of Meggitt PLC (now operating as DRS Unmanned Technologies—DRS UT) and DKD, Inc., (now operating as a part of DRS Infrared Technologies, LP, formerly DRS Nytech Imaging Systems). The IDT companies operating in the SR Group contributed $86.6 million to fiscal 2004 revenues, and the fiscal 2003 acquisitions contributed incremental revenues of $8.9 million. The increase in revenues also was driven by increased shipments of our ground- and airborne-based electro-optical sighting and targeting systems and digital imaging programs. Partially offsetting the overall increase in revenues were decreased shipments of commercial vision laser correction systems and certain mission data recorders.

        The increase in operating income was primarily driven by our fiscal 2004 merger with IDT, which contributed $6.6 million to fiscal 2004 operating income and the other increases in revenues, as noted above. Operating income also was impacted by cost overruns of $3.0 million for a thermal target and acquisition system program, partially offset by a $1.6 million favorable program adjustment due to changes in estimate to complete. Operating income for the year ended March 31, 2003 included charges of $2.0 million and $1.1 million for a mission data recorder program and additional costs associated with closing the group's Santa Clara, California production and engineering facility, respectively.

Results of Discontinued Operations

        A consolidated summary of the operating results of the discontinued operations for the years ended March 31, 2005 and 2004 is as follows:

	Year Ended March 31,
	2005		2004
	(in thousands)
Revenues	$	33,325	$	14,319
Earnings before taxes	$	3,601	$	1,819
Income tax expense		1,050		641
Earnings from discontinued operations (including after-tax gain on sale of $0.7 million in 2005)	$	2,551	$	1,178

Liquidity and Capital Resources

        Cash and cash equivalents, internally generated cash flow from operations and other available financing resources are expected to be sufficient to meet anticipated operating, capital expenditure and debt service requirements and expected dividend payment during the next 12 months and the foreseeable future. There can be no assurance, however, that our business will continue to generate cash flow at current levels, or that anticipated operational improvements will be achieved. If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to sell assets, reduce capital expenditures, refinance all or a portion of our existing debt or obtain additional financing. Our ability to make scheduled principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the defense industry and subject to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

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        Cash Flows    The following table provides our cash flow data for the fiscal years ended March 31, 2005, 2004 and 2003:

	Years Ended March 31,
	2005			2004			2003
	(in thousands)
Net cash provided by operating activities of continuing operations	$	136,183		$	104,717		$	52,008
Net cash provided by operating activities	$	138,410		$	102,633		$	52,008
Net cash used in investing activities of continuing operations	$	(53,573	)	$	(273,859	)	$	(278,631	)
Net cash used in investing activities	$	(54,398	)	$	(274,460	)	$	(278,631	)
Net cash provided by financing activities of continuing operations	$	164,901		$	131,613		$	204,308
Net cash provided by financing activities	$	164,871		$	131,767		$	204,308

        Operating activities    During fiscal 2005, we generated $138.4 million of operating cash flow, $35.8 million more than the $102.6 million reported in the prior fiscal year. Earnings from continuing operations increased $14.6 million to $58.1 million. Non-cash adjustments to reconcile net earnings to cash flows from operating activities increased $44.9 million over the corresponding prior fiscal period. These non-cash adjustments primarily consist of depreciation and amortization of fixed assets and acquired intangible assets, stock-based compensation, changes in deferred income taxes, non-cash adjustments to inventory reserves and provisions for doubtful accounts, amortization and write-offs of deferred financing fees and amortization of bond premium, which are recognized as a component of interest and related expenses, and minority interest. The primary drivers of the increase in these non-cash adjustments were depreciation of fixed assets, related to increased capital investments, and amortization of identified acquired intangible assets, a decrease in net deferred tax assets resulting primarily from the utilization of certain net operating losses and tax credit carryforwards and the realization and adjustment of certain deferred tax assets, and deferred financing fees established in the second half of fiscal 2004 related to our acquisition of IDT.

        Changes in assets and liabilities, net of effects from business combinations, provided $4.7 million for the fiscal year ended March 31, 2005. Accounts receivable remained flat year over year, while the increase in inventory used $24.6 million of cash. A net increase in certain of our electro-optical sighting, targeting surveillance and acquisition inventories and increased inventories in certain of our combat display workstation, rugged computer system and surface search radar programs were only partially offset by decreased inventories in certain of our test, training and control businesses. Accounts payable increased $27.1 million, as purchases required to build inventories and acquire capital assets exceeded related payments. Accrued expenses and other current liabilities used $8.3 million of cash during the year. The cash used by these accounts primarily resulted from the liquidations of contract-related reserves, offset, in part, by an increase in income taxes payable, as income tax expense exceeded related payments. Net customer advances provided $7.2 million in cash and are directly related to the inventory increases. Discontinued operations provided $2.2 million of cash prior to their sale in March 2005.

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        Investing activities    The following table summarizes the cash flow impact of our business combinations for the years ended March 31, 2005, 2004 and 2003:

Fiscal 2005	Date of Transaction	Paid to Sellers, Net of Cash Acquired		Earn-Out Payments		Working Capital Adjustment		Acquisition- Related Payments		Other			Total
		(in thousands)
Electro Mechanical Systems unit of Lockheed Martin Corporation (DRS SSS)	9/28/01	$	—	$	—	$	—	$	—	$	(500	)A	$	(500	)
DKD, Inc (Nytech)	10/15/02		—		3,118		—		—		—			3,118
Night Vision Equipment Co., Inc. (NVEC)	12/14/04		42,500		—		4,655		66		—			47,221
Total payments pursuant to business combinations		$	42,500	$	3,118	$	4,655	$	66	$	(500	)	$	49,839
Fiscal 2004
SES Business of the Boeing Company	9/28/01	$	—	$	—	$	—	$	75	$	—		$	75
Navy Controls Division of Eaton Corporation	7/1/02		—		—		—		292		—			292
DKD, Inc (Nytech)	10/15/02		—		—		—		6		—			6
Paravant Inc.	11/27/02		—		—		—		1,559		(2,501	)B		(942	)
Kaman Electromagnetics Development Center	12/27/02		—		—		—		73		—			73
Power Technology Incorporated	2/14/03		—		4,000		547		72		—			4,619
Integrated Defense Technologies, Inc.	11/04/03		233,810		—		—		5,226		7,170	C		246,206
Total payments pursuant to business combinations		$	233,810	$	4,000	$	547	$	7,303	$	4,669		$	250,329
Fiscal 2003
UAV Business of Meggitt Defense Systems	04/11/02	$	750	$	—	$	—	$	122	$	—		$	872
Navy Controls Division of Eaton Corporation	07/01/02		96,025		—		—		2,642		—			98,667
DKD, Inc (Nytech)	10/15/02		3,383		—		—		161		—			3,544
Paravant Inc.	11/27/02		94,744		—		—		3,259		—			98,003
Kaman Electromagnetics Development Center	12/27/02		27,515		—		—		31		—			27,546
Power Technology Incorporated	01/15/03		33,233		—		—		216		—			33,449
Spar Aerospace Ltd.	10/29/97		—		—		2,977		—		—			2,977
Total payments pursuant to business combinations		$	255,650	$	—	$	2,977	$	6,431	$	—		$	265,058

(A)

Represents payment received in settlement of certain acquisition-related issues.

(B)

Represents income tax refund for Paravant Inc. related to its pre-acquisition results of operations.

(C)

Represents IDT's investment banking fees and certain other merger-related costs paid by DRS.

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        The following table summarizes the net cash received from the sale of certain businesses for the year ended March 31, 2005 and 2003:

Fiscal 2005 Divestitures	Date of Transaction	Amount
		(in thousands)
DRS Weather Systems, Inc. and DRS Broadcast Technology.	3/10/05	$	29,096

Fiscal 2003 Divestiture	Date of Transaction	Amount
		(in thousands)
DRS Advanced Programs, Inc.	11/22/2002	$	7,624

        Our long-term growth strategy includes a disciplined program of acquiring companies that are both strategic to our business and expected to be accretive to our earnings. Continuation of our acquisition program will depend, in part, on the availability of financial resources at a cost of capital that is acceptable to us. We would expect to utilize cash generated by operations, as well as cash available under our credit facility, which also may include the renegotiation of our credit limit to finance such acquisitions. Other sources of capital could include proceeds from a sale of our common stock and the placement of debt. We continually evaluate the capital markets climate and may access such markets when the circumstances appear favorable to us. We believe that sufficient capital resources will be available to us from one or several of these sources to finance future acquisitions that we determine to be strategic and accretive to our net earnings. However, no assurances can be made that such financing will be available and at a cost that is acceptable to us, that we will identify acceptable acquisition candidates, or that such acquisitions will be accretive to earnings.

        We paid $34.5 million for capital improvements made primarily to our manufacturing facilities and equipment during fiscal 2005, as compared with $24.4 million and $21.5 million for the fiscal years ended 2004 and 2003, respectively. We expect capital expenditures of approximately $35.0 million to $45.0 million in fiscal 2006, as we continue to upgrade our facilities, as well as manufacturing and engineering capabilities.

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        Financing Activities    For the fiscal years ended March 31, 2005, 2004 and 2003, net cash provided by financing activities of continuing operations provided $164.9 million, $131.6 million and $204.3 million, respectively, as detailed below:

			For the Year Ended March 31,
			2005			2004			2003
			(in thousands)
Sources of Cash
	Proceeds from sale of common stock		$	—		$	—		$	144,344
	Proceeds from senior subordinated notes			211,986			350,000			—
	Amended and restated term loan			—			236,000			75,000
	Borrowings from revolving credit facility			—			—			6,500
	Stock option exercises			8,097			1,970			1,122
	Borrowings of short term debt									326
		Total		220,083			587,970			227,292
Uses of Cash
	Accelerated repayment of term-loan			(45,000	)		(231,451	)		—
	Scheduled payments of term loan			(2,360	)		(2,254	)		(1,775	)
	Repayment of IDT term loan			—			(200,776	)		—
	Repayment of Paravant term loan			—			—			(12,000	)
	Repayment of revolving credit facility			—			—			(6,500	)
	Scheduled payment on Nytech note			(3,000	)		(5,000	)		—
	Payments on short-term debt			(82	)		(521	)		(54	)
	Payments on other debt			(547	)		(611	)		(401	)
	Debt and bond issuance costs			(4,193	)		(15,744	)		(2,254	)
		Total		(55,182	)		(456,357	)		(22,984	)
Net Cash Provided by Financing Activities of Continuing Operations			$	164,901		$	131,613		$	204,308

        On October 30, 2003, we issued $350.0 million aggregate principal amount of 6⁷/8% Senior Subordinated Notes, due November 1, 2013 (the Notes). Interest is payable every six months on May 1 and November 1, which commenced on May 1, 2004. The net proceeds from the offering of the Notes were $341.2 million, after deducting $8.8 million in commissions and fees related to the offering. The net proceeds of the Notes, together with a portion of our available cash and initial borrowings under our credit facility, were used to fund the IDT acquisition, repay certain of our and IDT's outstanding indebtedness, and pay related fees and expenses. The Notes were issued under an indenture with The Bank of New York (the Indenture). Subject to a number of exceptions, the Indenture restricts our ability and the ability of our subsidiaries to incur more debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens, enter into transactions with affiliates, enter into sale lease-back transactions, merge or consolidate, and transfer or sell assets. The Notes are unconditionally guaranteed, jointly and severally, by certain of our current and future wholly-owned domestic subsidiaries. The foreign subsidiaries and certain domestic subsidiaries of DRS do not guarantee the Notes. See Note 15, "Guarantor and Non-Guarantor Financial Statements" for additional disclosures.

        On December 23, 2004, we issued an additional $200.0 million aggregate principal amount of 6⁷/8% Senior Subordinated Notes due November, 2013. The notes were offered as additional debt securities under the Indenture with the Bank of New York referenced above with identical terms and same guarantors as the existing Notes. The new notes were priced at 105% of the principal amount, reflecting an effective interest rate of approximately 6.13%. The net proceeds of the offering were

52

approximately $208.3 million (including $2.0 million of advanced interest on the new notes that had accrued from November 1, 2004 to December 23, 2004), after deducting $3.7 million in commissions and other costs related to the debt issuance.

        We were obligated, pursuant to the terms of our credit agreement, to offer the lenders under our senior credit facility (the Lenders) their pro rata share of the net proceeds of the December 2004 offering. We made such offer and none of the Lenders requested their pro rata share.

        At any time prior to November 1, 2006, we may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes issued with the net cash proceeds of one or more equity offerings at a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, subject to certain restrictions. On or after November 1, 2008, we may redeem, at our option, all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidating damages, if any:

Year	Percentage
2008	103.438	%
2009	102.292	%
2010	101.146	%
2011 and thereafter	100.000	%

        Simultaneously with the closing of the merger with IDT on November 4, 2003, we entered into a second amended and restated credit facility for up to an aggregate amount of $411.0 million, replacing our previously existing senior credit facility. The credit facility consists of a $175.0 million senior secured revolving line of credit and a $236.0 million senior secured term loan. On February 6, 2004, we amended our credit facility, reducing the term loan interest rate thereunder to LIBOR plus 1.75%. On May 12, 2005, we further amended our credit facility to: (i) adjust for our limitations on certain Asset Sale Proceeds and certain Investments and Acquisitions, as those terms are defined in the credit agreement, and (ii) to allow us to declare and pay cash dividends to our stockholders up to an aggregate amount of $25.0 million in any fiscal year. We are permitted under our credit facility to borrow up to two additional term loans totaling $100.0 million at any time prior to maturity. The credit facility is guaranteed by substantially all of our domestic subsidiaries. In addition, it is collateralized by liens on substantially all of the assets of our subsidiary guarantors' and certain of our other subsidiaries' assets and by a pledge of certain of our non-guarantor subsidiaries' capital stock. The term loan and the revolving credit facility will mature in seven and five years, respectively, from the closing date of the credit facility. We drew down the full amount of the term loan, to fund a portion of the IDT acquisition, to repay the existing term loan and certain of IDT's outstanding indebtedness, and to pay related fees and expenses. There were no initial borrowings under the revolving line of credit.

        Borrowings under the credit facility bear interest, at our option, at either: a "Base Rate," which is defined as the higher of (A) the Prime Rate or (B) the Federal Funds Rate plus 0.50%. Revolving credit loans that are base rate loans bear interest at the base rate plus a spread ranging from 0.50% to 1.25% per annum, depending on our total leverage ratio (TLR) at the time of determination. Revolving credit loans that are LIBOR rate loans bear interest at LIBOR plus a spread ranging from 1.75% to 2.50% per annum, depending on our TLR. Term loans that are base rate loans bear interest at the base rate plus 0.50%. Term loans that are LIBOR rate loans bear interest at LIBOR plus 1.75%. TLR is defined as the ratio of total debt minus the sum of (A) performance-based letters of credit, and (B) so long as there are no outstanding revolving credit loans, an amount (not to exceed $100.0 million) equal to the amount of our cash and cash equivalents immediately available to repay the obligations thereof, to EBITDA, as defined in the credit agreement. For the fiscal year ended March 31, 2005, we repaid $45.0 million of our term loan and recognized a $1.1 million charge to interest and related expenses for the related reduction in deferred debt issuance costs. On April 29, 2005, we repaid an additional

53

$10.0 million of our term loan and recognized a $0.2 million charge to interest and related expenses for the reduction in deferred issuance costs.

        We pay commitment fees calculated on the average daily unused portion of our revolving line of credit at a rate ranging from 0.375% and 0.50% per annum, depending on our TLR, provided that the amount of outstanding swingline loans, as defined in the credit agreement, shall not be considered usage of the revolving line of credit for the purpose of calculating such commitment fee. We pay commissions and issuance fees on our outstanding letters of credit and are obligated to pay or reimburse the issuing lender for such normal and customary costs and expenses incurred or charged by the issuing lender in issuing, effecting payment under, amending or otherwise administering any letter of credit. Letter-of-credit commissions are calculated at a rate ranging from 1.75% to 2.50% per annum, depending on our TLR ratio at the time of issuance, multiplied by the face amount of such letter of credit. Letter-of-credit issuance fees are charged at 0.125% per annum, multiplied by the face amount of such letter of credit. Both letter-of-credit commissions and issuance fees are paid quarterly.

        We previously had a $240.0 million credit agreement with a syndicate of lenders, with Wachovia Bank, N.A. as the lead lender, consisting of a term loan in the aggregate principal amount of $140.0 million and a $100.0 million revolving line of credit. Repayment terms, collateral and other charges under the previous facility were substantially the same as those pursuant to the credit facility described above. Interest rates under the credit facility are lower than those under the previous facility, based on the February 6, 2004 amendment.

        There are certain covenants and restrictions placed on us under the credit facility, including, but not limited to, certain acquisitions, a maximum total leverage ratio, a maximum senior leverage ratio, a minimum fixed-charge coverage ratio and restrictions related to equity issuances, the amount of dividends we may declare and pay on our common stock, issuance of additional debt, incurrence of liens and capital expenditures, and a requirement that we make mandatory principal prepayments in the manner set forth in the credit agreement on the revolving line of credit loans and the term loans outstanding with 50% of the aggregate net cash proceeds from any equity offering if our total leverage ratio, as defined in the credit agreement, exceeds 3.00 to 1.00. We were in compliance with all covenants under the credit facility at March 31, 2005.

        The principal amount of any outstanding revolving credit loans are due and payable in full on the fifth anniversary of the closing date of the IDT merger. We are required to repay the aggregate outstanding principal amount of the term loan in consecutive quarterly installments on the last business day of each December, March, June and September, the first of which was paid on December 31, 2003. From December 31, 2003 through September 30, 2009, each such principal payment is $590,000. Beginning with the payment on December 31, 2009 through September 30, 2010, each principal payment is approximately $55.5 million.

        As of March 31, 2005, $167.5 million of term loans was outstanding against the credit facility. As of March 31, 2005, we had $143.9 million available under our revolving line of credit. The weighted average interest rate on our term loan was 4.4% as of March 31, 2005 (3.0% as of March 31, 2004). There were no borrowings under our revolving line of credit as of March 31, 2005 and March 31, 2004.

        From time to time, we enter into standby letter-of-credit and bank guarantee agreements with financial institutions and customers, primarily relating to the guarantee of our future performance on certain contracts to provide products and services and to secure advance payments we have received from our customers. As of March 31, 2005, $33.0 million was contingently payable under letters of credit and bank guarantees. Approximately $0.9 million and $0.9 million in letters of credit and bank guarantees as of March 31, 2005 were issued under IDT's previous credit agreement and by a bank agreement for our U.K. subsidiary, respectively, and are not considered when determining the availability under our revolving line of credit.

54

        We have a mortgage note payable that is secured by a lien on our facility located in Palm Bay, Florida, and bears interest at a rate equal to the one-month LIBOR plus 1.65%. During the third quarter of fiscal 2005, we terminated an interest rate swap relating to the mortgage that qualified for hedge accounting. The balance of the mortgage as of March 31, 2005 and 2004 was $3.0 million and $3.1 million, respectively. Monthly payments of principal and interest totaling approximately $34 thousand will continue through December 1, 2016. The net book value of the Palm Bay facility and land is approximately $2.7 million at March 31, 2005.

        On October 15, 2002, we issued an $8.0 million promissory note, bearing interest at 6% per annum, related to the Nytech acquisition. On October 14, 2003, we made a $5.0 million principal payment, along with a $0.5 million payment for accrued interest. On October 12, 2004, we paid the remaining $3.0 million principal and related accrued interest of $0.2 million.

        During fiscal 2005, we had two interest rate swap agreements, each in the amount of $25.0 million, with Wachovia Bank, N.A. and Bank of America Corporation (the Banks), both of which had expiration dates of September 30, 2008. The swap agreements effectively converted the variable interest rate on a total of $50.0 million of our term loan to a fixed interest rate. Under the terms of these swap agreements, we paid or received the difference between the variable interest rate payable by the Banks and the fixed 2.59% interest rate payable by us. These swap agreements were accounted for as cash flow hedges, and as such, changes in the fair values of the swap agreements were recorded as adjustments to accumulated other comprehensive earnings. On January 18, 2005, we terminated the two swap agreements. As a result of the termination, we received $1.8 million in cash and recorded an unrealized gain in other comprehensive income, net of taxes, which will be credited to interest expense over the remaining life of our term loan.

        The aggregate maturities of long-term debt for fiscal 2006, 2007, 2008, 2009 and 2010 are $2.7 million, $2.5 million, $2.6 million, $2.6 million and $112.3 million per year, respectively, and $607.6 million thereafter.

        On May 13, 2005, the Company announced that its Board of Directors declared its first ever quarterly cash dividend of $0.03 per share on the Company's common stock. The first dividend is payable on June 30, 2005 to stockholders of record as of the close of business on June 15, 2005.

        Free cash flow    Free cash flow represents net cash flow from operations less capital expenditures. Free cash flow for the fiscal year ended March 31, 2005 was $101.7 million, as compared with $80.3 million for fiscal 2004. Free cash flow for the fiscal year ended March 31, 2004 was $80.3 million, compared with $30.5 million for fiscal 2003. See Use of Non-GAAP Financial measures below for additional discussion and information.

        EBITDA    Earnings from continuing operations before net interest and related expenses (primarily the amortization of debt issuance costs), income taxes, depreciation and amortization (EBITDA) for the year ended March 31, 2005 was $181.2 million, compared with $129.3 million for fiscal 2004. EBITDA for the year ended March 31, 2004 was $129.3 million, an increase of approximately $47.4 million over fiscal 2003. See use of Non-GAAP Financial Measures below for additional discussion and information.

        Off-Balance Sheet Financing Arrangements    We have not entered into any off-balance sheet financing arrangements.

55

        Contractual Obligations    Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness and future minimum operating lease obligations, as set forth in the table below:

			Payments Due by Period
	Total		Less than 1 Year		1-3 Years		4-5 Years		More than 5 Years
	($ in thousands)
Long-Term Debt	$	730,263	$	2,652	$	5,116	$	114,927	$	607,568
Operating Lease Commitments		93,755		23,688		32,553		21,621		15,893
Acquisition Earn-out(A)		47,992		21,919		18,340		7,733		—
Purchase Obligations(B)		25,191		17,869		7,322		—		—
Total Contractual Obligations	$	897,201	$	66,128	$	63,331	$	144,281	$	623,461

(A)

Represents contingent purchase price payments or "earn-outs" for certain of our acquisitions that are contingent upon the receipt of post-acquisition revenues and orders at those acquired businesses. Any amount that we pay for the earn-outs will be reported as cash paid for acquisition of business within investing activities on the Consolidated Statement of Cash Flows and will be recorded as an increase to goodwill for the acquisition. The last earn-out period expires on December 31, 2009.

(B)

Includes amounts under legally enforceable agreements for goods and services with defined terms as to quantity, price and timing of delivery. Excludes purchase orders for products and services under firm government contracts for which the Company has full recourse under normal contract termination clauses.

        We enter into standby letter-of-credit agreements and bank guarantee agreements with financial institutions and customers primarily relating to the guarantee of our future performance on certain contracts to provide products and services and to secure advance payments we have received from certain international customers. At March 31, 2005, we had contingent liabilities on outstanding letters of credit as follows:

	Contingent Payments Due by Period
	Total		Within 1 Year		1-3 Years		After 3 Years
	(in thousands)
Standby letters of credit	$	32,071	$	31,851	$	220	$	—
Bank guarantees	$	951	$	905	$	46	$	—

        Backlog    Funded backlog represents products or services that our customers have committed by contract to purchase from us. Due to the general nature of defense procurement and contracting, the operating cycle for our military business typically has been long term. Military backlog currently consists of various production and engineering development contracts with varying delivery schedules and project timetables. Our backlog also includes a significant amount of commercial off-the-shelf (COTS)-based systems for the military, which have shorter delivery times. Accordingly, revenues for a particular year, or year-to-year comparisons of reported revenues and related backlog positions, may not be indicative of future results.

        Backlog at March 31, 2005 was $1.3 billion, as compared with $1.2 billion at March 31, 2004. We booked $1.4 billion in new orders in fiscal 2005. The increase in backlog was due to the net effect of bookings and $24.0 million of acquired backlog obtained through our fiscal 2005 acquisition of NVEC.

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Approximately 77% of backlog as of March 31, 2005 is expected to result in revenues during fiscal 2006.

        Internal Research and Development    In addition to customer-sponsored research and development, we also engage in internal research and development. These expenditures reflect our continued investment in new technology and diversification of our products. Expenditures for internal research and development in fiscal 2005, 2004 and 2003 were $38.9 million, $27.4 million and $14.4 million, respectively.

Use of Non-GAAP Financial Measures

        Certain disclosures in this document include "non-GAAP (Generally Accepted Accounting Principles) financial measures." A non-GAAP financial measure is defined as a numerical measure of a company's financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in the Consolidated Balance Sheets, Statements of Earnings or Statements of Cash Flows of the Company. The components of EBITDA and a reconciliation of EBITDA and "free cash flow" with the most directly comparable GAAP measure follows:

			Year Ended March 31,
			2005			2004			2003			2002			2001
			($ in thousands)
Earnings from continuing operations before extraordinary item			$	58,126		$	43,542		$	30,171		$	20,331		$	11,978
Income taxes				44,842			33,789			25,701			18,030			12,976
Interest income				(2,460	)		(754	)		(1,179	)		(1,144	)		(202	)
Interest and related expenses				39,750			24,259			10,589			10,954			11,461
Depreciation and amortization				40,968			28,436			16,614			13,789			16,125
	EBITDA(A)			181,226			129,272			81,896			61,960			52,338
Income taxes				(44,842	)		(33,789	)		(25,701	)		(18,030	)		(12,976	)
Interest income				2,460			754			1,179			1,144			202
Interest and related expenses				(39,750	)		(24,259	)		(10,589	)		(10,954	)		(11,461	)
Deferred income taxes				24,660			(5,558	)		203			(4,195	)		(287	)
Changes in assets and liabilities, net ofeffects from business combinations anddivestitures				4,708			32,743			585			(2,723	)		1,944
Other, net				7,721			5,554			4,435			647			4,510
		Net cash provided by operating activities of continuing operations		136,183			104,717			52,008			27,849			34,270
Capital expenditures				(34,521	)		(24,444	)		(21,526	)		(13,583	)		(16,185	)
	Free cash flow(B)		$	101,662		$	80,273		$	30,482		$	14,266		$	18,085

(A)

We define EBITDA as net earnings from continuing operations before net interest and related expenses (principally amortization of debt issuance costs), income taxes, depreciation and amortization. The table above presents the components of EBITDA and a reconciliation of EBITDA to net cash provided by operating activities of continuing operations. EBITDA is presented as additional information because we believe it to be a useful indicator of our debt capacity and our ability to service our debt. EBITDA is not a substitute for operating income, net earnings or cash flows from operating activities of continuing operations, as determined in accordance with GAAP. EBITDA is not a complete net cash flow measure because EBITDA is a measure of liquidity that does not reflect cash flows from discontinued operations, and does not include reductions for cash payments for an entity's obligation to service its debt, fund its working capital, business acquisitions and capital expenditures, and pay its income taxes. Rather, EBITDA is one potential indicator of an entity's ability to fund these cash requirements. EBITDA also is not a complete measure of an entity's profitability because it does not include costs and expenses for depreciation and amortization, interest and related expenses and income taxes, and it also does not include the results of operations of discontinued operations. EBITDA, as we defined it, may

57

differ from similarly named measures used by other entities and, consequently, could be misleading unless all entities calculate and define EBITDA in the same manner.

(B)

Free cash flow is defined as net cash provided by operating activities of continuing operations less capital expenditures. We disclose free cash flow because we believe that it is useful in evaluating our financial performance and measuring cash flows generated that are available for investing and financing activities. We believe that the most directly comparable GAAP financial measure to free cash flow is net cash provided by operating activities of continuing operations. Free cash flow represents cash generated after paying for interest on borrowings, income taxes, capital expenditures and changes in working capital, but before repaying outstanding debt, investing cash to acquire businesses and making other strategic investments, and it does not reflect cash flows of discontinued operations. Thus, key assumptions underlying free cash flow are that the Company will be able to refinance its existing debt when it matures with new debt and that the Company will be able to finance any new acquisitions it makes by raising new debt or equity capital. We also use free cash flow as a performance measure as a component of our management incentive compensation program. Free cash flow, as we define it, may differ from similarly named measures used by other entities and, consequently, could be misleading unless all entities calculate and define free cash flow in the same manner.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

        Market Risk    In the normal course of business, we are exposed to market risks relating to fluctuations in interest rates and foreign currency exchange risk.

Interest Rate Risk

        Simultaneously with the closing of the merger with IDT on November 4, 2003, we entered into a second amended and restated credit facility for up to an aggregate amount of $411.0 million, replacing our previously existing senior credit facility. The second amended and restated credit facility consists of a $175.0 million senior secured revolving line of credit and a $236.0 million senior secured term loan. On February 6, 2004, we amended (the First Amendment) our second amended and restated credit facility (the credit facility) reducing the interest rate thereunder with respect to the term loans to LIBOR plus 1.75%. There were no borrowings under our revolving line of credit. Borrowings under the amended and restated credit facility bear interest at variable rates. A 1% increase/decrease in the weighted average prevailing interest rates on our variable rate debt outstanding as of March 31, 2005 would result in an increase/decrease in annual interest expense of approximately $1.7 million. The fair value of the Company's borrowings under the amended and restated credit facility approximates their carrying values. Also in connection with the IDT acquisition, on October 30, 2003 the Company issued $350.0 million of 6⁷/8% Senior Subordinated Notes, due November 1, 2013. On December 23, 2004, we issued an additional $200.0 million aggregate principal amount of 6⁷/8% Senior Subordinated Notes due November, 2013. The notes were offered as additional debt securities under the Indenture with identical terms as the existing Notes. The interest rates on the Senior Subordinated Notes are fixed.

        The market based fair value of the Notes approximated $550.0 million at March 31, 2005.

        Foreign Currency Exchange Risk    We operate and conduct business in foreign countries and, as a result, are exposed to movements in foreign currency exchange rates. More specifically, our net equity is impacted by the conversion of the net assets of foreign subsidiaries for which the functional currency is not the U.S. dollar for U.S. reporting purposes. Our exposure to foreign currency exchange risk related to our foreign operations is not material to our results of operations, cash flows or financial position. We, at present, do not hedge this risk, but continue to evaluate such foreign currency translation risk exposure.

        At March 31, 2005, the Company had no open derivative contracts and does not have an active program to use derivatives to manage market, interest or foreign currency risks.

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Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE

	Page
Report of Independent Registered Public Accounting Firm	60
Consolidated Balance Sheets as of March 31, 2005 and 2004	61
Consolidated Statements of Earnings for the years ended March 31, 2005, 2004 and 2003	62
Consolidated Statements of Stockholders' Equity and Comprehensive Earnings for the years ended March 31, 2005, 2004 and 2003	63
Consolidated Statements of Cash Flows for the years ended March 31, 2005, 2004 and 2003	64
Notes to Consolidated Financial Statements	65
Financial Statement Schedule—Schedule II—Valuation and Qualifying Accounts for the years ended March 31, 2005, 2004 and 2003	120

59

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
DRS Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended March 31, 2005. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule II. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of DRS Technologies, Inc. and subsidiaries as of March 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of DRS Technologies, Inc. and subsidiaries' internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 9, 2005 expressed an unqualified opinion on management's assessment of, and the effective operation of, internal control over financial reporting. This report includes an explanatory paragraph stating that management excluded from its assessment of the effectiveness of DRS Technologies, Inc. and subsidiaries internal control over financial reporting as of March 31, 2005, Night Vision Equipment Co., Inc.'s and Excalibur Electro Optics, Inc.'s internal control over financial reporting associated with total assets of $43.3 million as of March 31, 2005 and total revenues of $18.4 million for the year ended March 31, 2005.

/s/  KPMG LLP

Short Hills, New Jersey
June 9, 2005

60

DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share data)

			March 31,
			2005			2004
Assets
Current assets
	Cash and cash equivalents		$	306,852		$	56,790
	Accounts receivable, net			244,769			234,195
	Inventories, net			208,141			175,439
	Prepaid expenses, deferred income taxes and other current assets			42,134			48,452
	Assets of discontinued operations			—			40,295
		Total current assets		801,896			555,171
Property, plant and equipment, net				143,264			142,378
Acquired intangible assets, net				100,030			97,922
Goodwill				815,407			800,131
Deferred income taxes and other noncurrent assets				32,901			29,788
	Total assets		$	1,893,498		$	1,625,390
Liabilities and Stockholders' Equity
Current liabilities
	Current installments of long-term debt		$	2,652		$	5,864
	Short-term bank debt			—			45
	Accounts payable			111,222			84,292
	Accrued expenses and other current liabilities			308,218			306,898
	Liabilities of discontinued operations			—			12,757
		Total current liabilities		422,092			409,856
Long-term debt, excluding current installments				727,611			565,530
Other liabilities				72,367			54,379
		Total liabilities		1,222,070			1,029,765
Commitments and contingencies (Notes 8 and 13)
Stockholders' equity
	Preferred stock, no par value. Authorized 2,000,000 shares; none issued at March 31, 2005 and 2004			—			—
	Common stock, $.01 par value per share. Authorized 50,000,000 shares at March 31, 2005 and 2004; issued 27,472,495 and 27,063,093 shares at March 31, 2005 and 2004, respectively			275			271
	Additional paid-in capital			467,027			456,664
	Retained earnings			199,924			139,247
	Accumulated other comprehensive earnings			6,198			3,035
	Unamortized stock compensation			(1,996	)		(3,592	)
		Total stockholders' equity		671,428			595,625
	Total liabilities and stockholders' equity		$	1,893,498		$	1,625,390

See accompanying Notes to Consolidated Financial Statements.

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DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Earnings

(in thousands, except per-share data)

			Year ended March 31,
			2005		2004		2003
Revenues			$	1,308,600	$	986,931	$	675,762
Costs and expenses				1,165,468		883,599		608,078
	Operating income			143,132		103,332		67,684
Interest income				2,460		754		1,179
Interest and related expenses				39,750		24,259		10,589
Other expense, net				719		545		824
	Earnings from continuing operations before minority interests and income taxes			105,123		79,282		57,450
Minority interests				2,155		1,951		1,578
	Earnings from continuing operations before income taxes			102,968		77,331		55,872
Income taxes				44,842		33,789		25,701
	Earnings from continuing operations			58,126		43,542		30,171
Earnings from discontinued operations (including after-tax gain on disposal of $700 in 2005), net of income taxes				2,551		1,178		—
	Net earnings		$	60,677	$	44,720	$	30,171
Net earnings per share of common stock:
	Basic earnings per share
		Earnings from continuing operations	$	2.15	$	1.80	$	1.64
		Earnings from discontinued operations (including after-tax gain on disposal of $0.03 per share in 2005), net of income taxes	$	0.09	$	0.05	$	—
		Net earnings	$	2.24	$	1.84	$	1.64
	Diluted earnings per share
		Earnings from continuing operations	$	2.09	$	1.76	$	1.58
		Earnings from discontinued operations (including after-tax gain on disposal of $0.02 per share in 2005), net of income taxes	$	0.09	$	0.05	$	—
		Net earnings	$	2.18	$	1.80	$	1.58

See accompanying Notes to Consolidated Financial Statements.

62

DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity and Comprehensive Earnings

(in thousands, except share data)

		Common Stock									Accumulated Other Comprehensive (Losses) Earnings
						Additional Paid-In Capital			Retained Earnings					Unamortized Stock Compensation			Total Stockholders' Equity
		Shares		Amount
Balances at March 31, 2002		16,834,052		$	168	$	197,387		$	64,356	$	(4,630	)	$	(46	)	$	257,235
Comprehensive earnings:
	Net earnings	—			—		—			30,171		—			—			30,171
	Unrealized losses on hedging instruments, net of tax benefit	—			—		—			—		(70	)		—			(70	)
	Foreign currency translation adjustments	—			—		—			—		4,524			—			4,524
Total comprehensive earnings																		34,625
Stock options exercised		125,434			1		1,121			—		—			—			1,122
Income tax benefit from stock options exercised		—			—		808			—		—			—			808
Compensation relating to stock options		—			—		—			—		—			46			46
Secondary stock issuance		5,462,500			55		144,289			—		—			—			144,344
Balances at March 31, 2003		22,421,986			224		343,605			94,527		(176	)		—			438,180
Comprehensive earnings:
	Net earnings	—			—		—			44,720		—			—			44,720
	Unrealized gains on hedging instruments, net of $236 of income taxes	—			—		—			—		335			—			335
	Minimum pension liability, net of $1,632 tax benefit	—			—		—			—		(3,662	)		—			(3,662	)
	Foreign currency translation adjustments	—			—		—			—		6,538			—			6,538
Total comprehensive earnings		—			—		—			—		—			—			47,931
Stock options exercised		185,115			2		1,968			—		—			—			1,970
Income tax benefit from stock options exercised		—			—		1,055			—		—			—			1,055
Restricted stock grants		135,250			2		4,008			—		—			(4,010	)		—
Restricted stock cancellations		(2,430	)		—		(62	)		—		—			62			—
Compensation relating to restricted stock		—			—		—			—		—			356			356
Issuance of shares to purchase Integrated Defense Technologies		4,323,172			43		106,090			—		—			—			106,133
Balances at March 31, 2004		27,063,093			271		456,664			139,247		3,035			(3,592	)		595,625
Comprehensive earnings:
	Net earnings	—			—		—			60,677		—			—			60,677
	Unrealized gains on hedging instruments, net of $515 of income taxes	—			—		—			—		754			—			754
	Minimum pension liability, net of $525 tax benefit	—			—		—			—		(956	)		—			(956	)
	Foreign currency translation adjustments	—			—		—			—		3,365			—			3,365
Total comprehensive earnings																		63,840
Stock options exercised		426,742			4		8,093			—		—			—			8,097
Income tax benefit from stock options exercised		—			—		2,778			—		—			—			2,778
Restricted stock grants		2,400			—		69			—		—			(69	)		—
Restricted stock cancellations		(19,740	)		—		(577	)		—		—			577			—
Compensation relating to restricted stock		—			—		—			—		—			1,088			1,088
Balances at March 31, 2005		27,472,495		$	275	$	467,027		$	199,924	$	6,198		$	(1,996	)	$	671,428

See accompanying Notes to Consolidated Financial Statements.

63

DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

		Year Ended March 31,
		2005			2004			2003
Cash Flows from Operating Activities
Earnings from continuing operations		$	58,126		$	43,542		$	30,171
Adjustments to reconcile net earnings of continuing operations to cash flows from operating activities of continuing operations:
	Depreciation and amortization		40,968			28,436			16,614
	Restricted stock amortization		1,088			343			46
	Deferred income taxes		24,660			(5,558	)		203
	Inventory reserves and provision for doubtful accounts		1,519			2,159			2,063
	Amortization of deferred financing fees		3,765			1,645			1,008
	Loss on sale of operating unit		—			—			575
	Other, net		1,349			1,407			743
Changes in assets and liabilities, net of effects from business combinations and divestitures:
	Decrease (increase) in accounts receivable		155			(322	)		(22,588	)
	(Increase) decrease in inventories		(24,599	)		(11,476	)		9,249
	Decrease (increase) in prepaid expenses and other current assets		1,073			(2,552	)		(2,983	)
	Increase in accounts payable		27,109			3,124			15,121
	(Decrease) increase in accrued expenses and other current liabilities		(8,344	)		22,002			(21,319	)
	Increase in customer advances		7,200			21,582			20,516
	Other, net		2,114			385			2,589
Net cash provided by operating activities of continuing operations			136,183			104,717			52,008
Net cash provided by (used in) operating activities of discontinued operations			2,227			(2,084	)		—
Net cash provided by operating activities			138,410			102,633			52,008
Cash Flows from Investing Activities
	Capital expenditures		(34,521	)		(24,444	)		(21,526	)
	Payments pursuant to business combinations, net of cash acquired		(49,839	)		(250,329	)		(265,058	)
	Proceeds from sales of businesses		29,096			—			7,624
	Investment in short-term notes		(10,000	)		—			—
	Proceeds from sale of short-term notes		10,000			—			—
	Dispositions of property, plant and equipment		825			—			—
	Other, net		866			914			329
Net cash used in investing activities of continuing operations			(53,573	)		(273,859	)		(278,631	)
Net cash used in investing activities of discontinued operations			(825	)		(601	)		—
Net cash used in investing activities			(54,398	)		(274,460	)		(278,631	)
Cash Flows from Financing Activities
	Net (repayments) borrowings of short-term debt		(82	)		(521	)		272
	Borrowings of long-term debt		—			236,000			81,478
	Proceeds from senior subordinated notes		211,986			350,000			—
	Debt issuance costs		(4,193	)		(15,744	)		(2,254	)
	Repayment of long-term debt		(50,907	)		(440,092	)		(20,654	)
	Proceeds from sale of common stock		—			—			144,344
	Proceeds from exercise of stock options		8,097			1,970			1,122
Net cash provided by financing activities of continuing operations			164,901			131,613			204,308
Net cash (used in) provided by financing activities of discontinued operations			(30	)		154			—
Net cash provided by financing activities			164,871			131,767			204,308
Effect of exchange rates on cash and cash equivalents			1,179			912			471
Net increase (decrease) in cash and cash equivalents			250,062			(39,148	)		(21,844	)
Cash and cash equivalents, beginning of year			56,790			95,938			117,782
Cash and cash equivalents, end of year		$	306,852		$	56,790		$	95,938

See accompanying Notes to Consolidated Financial Statements.

64

DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1.    Summary of Significant Accounting Policies

        A. Organization    DRS Technologies, Inc. and subsidiaries (hereinafter, DRS or the Company) is a supplier of defense electronic products and systems. The Company provides high-technology products and services to all branches of the U.S. military, major aerospace and defense prime contractors, government intelligence agencies, international military forces and industrial markets. Incorporated in 1968, DRS has served the defense industry over 36 years. DRS is a provider of thermal imaging devices, combat display workstations, electronic sensor systems, power systems, air combat training systems, and battlefield digitization systems. The Company's products are deployed on a wide range of military platforms, such as DDG-51 Aegis destroyers, M1A2 Abrams Main Battle Tanks, M2A3 Bradley Fighting Vehicles, OH-58D Kiowa Warrior helicopters, AH-64 Apache helicopters, F/A-18E/F Super Hornet and F-16 Fighting Falcon jet fighters, C-17 Globemaster II and C-130 Hercules cargo aircraft, Trident submarines, Virginia class submarines and on several other platforms for military and non-military applications. The Company also has contracts that support future military platforms, such as the DD(X) destroyer, CVN-78 next generation aircraft carrier and Future Combat System.

        As more fully described in Note 2, "Acquisitions and Divestitures," on March 10, 2005 the Company completed the sale of two of its operating units—DRS Weather Systems, Inc. (DRS Weather) and DRS Broadcast Technology (DRS Broadcast). The operating units were acquired in connection with the Company's fiscal 2004 acquisition of Integrated Defense Technologies, Inc. (IDT). As a result of the divestiture, DRS Weather's and DRS Broadcast's assets and liabilities are presented on the March 31, 2004 balance sheet as "Assets of discontinued operations" and "Liabilities of discontinued operations," respectively. The results of operations of DRS Weather and DRS Broadcast for the fiscal year ended March 31, 2005 and for the period from the date of acquisition through March 31, 2004 are included in the Consolidated Statements of Earnings as "Earnings from discontinued operations." The cash flows of the discontinued operations also are presented separately in the Consolidated Statements of Cash Flows for the years ended March 31, 2005 and 2004. All corresponding footnotes reflect the discontinued operations presentation.

        The Company's two operating segments are the Command, Control, Communications, Computers and Intelligence Group (C4I Group) and the Surveillance and Reconnaissance Group (SR Group). See Note 14 for a description of the operations of the C4I Group and SR Group.

        During the second quarter of fiscal 2005, DRS Data and Imaging Systems Ltd. was consolidated into C4I Group's DRS Tactical Systems Ltd. operating unit to achieve certain operating synergies. DRS Data and Imaging Systems Ltd. previously had been managed as a part of our SR Group. Prior year balances and results of operations for both the C4I Group and SR Group have been restated to reflect this management reporting change.

        B. Variable Interest Entities    In January 2004, the Financial Accounting Standards Board (FASB) issued revised FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46), which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights, and, accordingly, whether it should consolidate the entity as the primary beneficiary of the assets, liabilities and results of operations.

        During fiscal 2005, the Company entered into a joint venture agreement with a third party to manufacture and market high-performance, lightweight motors, generators and drive electronics to the industrial marketplace. The joint venture is in its early stages of development and did not have significant activities in fiscal 2005. The joint venture is considered a variable interest entity because it is

65

a development stage enterprise, and its equity is not sufficient to finance its activities without additional subordinated financial support. Based upon a review of the provisions of FIN 46, the structure of the agreement and activities of the entity, the Company determined that it is not the primary beneficiary of the joint venture at March 31, 2005. If the facts and circumstances change in the future, the Company could determine that it has become the primary beneficiary, which would require DRS to consolidate the fair value of the assets, liabilities and noncontrolling interest of the joint venture. The Company currently accounts for its 50% ownership interest in the joint venture under the equity method of accounting. The Company's investment in the joint venture was immaterial as of March 31, 2005.

        C. Basis of Presentation and Use of Estimates    The consolidated financial statements include the accounts of DRS Technologies, Inc., its wholly-owned subsidiaries and a partnership of which DRS owns an 80% controlling interest. All intercompany transactions and balances have been eliminated in consolidation.

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant of these estimates and assumptions relate to the recognition of contract revenues and estimated costs to complete contracts in process, valuation of inventories reported at lower of cost or market, recoverability of reported amounts of fixed assets, goodwill and intangible assets, valuation of pensions and other postretirement benefits, the valuation of assets acquired and liabilities assumed in purchase business combinations and the valuation of deferred tax assets and liabilities. Actual results could differ from these estimates.

        D. Classifications    Unbilled receivables, inventories, accrual for future costs on uncompleted contracts and accrual for future costs related to acquired contracts are primarily attributable to long-term contracts or programs in progress for which the related operating cycles may be longer than one year. In accordance with industry practice, these items are included in current assets and liabilities.

        Certain amounts for prior years have been reclassified to conform with the fiscal 2005 presentation.

        E. Translation of Foreign Currency Financial Statements and Foreign Currency Transactions    Transactions in foreign currencies are translated into U.S. dollars at the approximate prevailing rate at the time of the transaction. Foreign exchange transaction gains and losses in fiscal 2005, 2004 and 2003 are immaterial to the Company's results of operations. The operations of the Company's foreign subsidiaries are translated from the local (functional) currencies into U.S. dollars using a weighted average rates of exchange. The rates of exchange at each balance sheet date are used for translating certain balance sheet accounts, and gains or losses resulting from these translation adjustments are included in the accompanying Consolidated Balance Sheets as a component of accumulated other comprehensive earnings (losses). The Company has accumulated exchange gains resulting from the translation of foreign subsidiaries financial statements of $9.8 million and $6.4 million as of March 31, 2005 and 2004, respectively.

        F. Cash and Cash Equivalents    The Company considers all highly liquid investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents.

        G. Receivables    Receivables consist of amounts billed and currently due from customers, and unbilled costs and accrued profits primarily related to revenues on long-term contracts that have been

66

recognized for accounting purposes, but not yet billed to customers, net of allowance for uncollectible accounts.

        H. Inventories    Inventoried contract costs represent incurred costs on contracts in process that have not yet been recognized as costs and expenses because the related sales, which are primarily recorded using the units-of-delivery percentage of completion method, have not been recognized. As discussed below in Note 5, the Company's inventoried contract costs for certain U.S. government contracts, and contracts with prime contractors or subcontractors of the U.S. government, include direct and indirect costs and allocated general and administrative costs, independent research and development costs, and bid and proposal costs. Total expenditures for internal research and development amounted to approximately $38.9 million, $27.4 million and $14.4 million for fiscal 2005, 2004 and 2003, respectively. General and administrative expenses related to commercial products and services provided under commercial terms and conditions are expensed as incurred and are included in costs and expenses in the Consolidated Statements of Earnings.

        Pursuant to contract provisions, agencies of the U.S. government and certain other customers have title to, or a security interest in, inventories related to such contracts as a result of progress payments and advances. Accordingly, such progress payments and certain advances are reflected as an offset against the related inventory balances. To the extent that customer advances exceed related inventory levels, such excess advances are classified as current liabilities.

        Inventories other than inventoried contract costs are stated at the lower of cost, primarily using the average cost method or market.

        I. Property, Plant and Equipment    Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method. The ranges of estimated useful lives are: office furnishings, laboratory, production, computer and other equipment, 3-10 years; building and building improvements, 15-40 years; and leasehold improvements, over the shorter of the estimated useful lives of the improvements or the life of the lease. When property, plant and equipment is retired or otherwise disposed of, the net book value of the asset is removed from the Consolidated Balance Sheet and the net gain or loss is included in the determination of net earnings. Maintenance and repairs are charged to operations as incurred; renewals and betterments are capitalized.

        J. Bond Premium and Debt Issuance Costs    Bond premium and debt issuance costs are amortized as a component of interest expense over the term of the related debt using a method that approximates the effective interest method. The nature and extent of subsequent modifications to the Company's term loans and lines of credit affect whether debt issuance costs are expensed or capitalized. If the Company prepays its term loan or portions thereof, the debt issuance costs associated with such term loans are written-off in proportion to the decrease in term loan borrowings, as compared with the total borrowings outstanding prior to the prepayment.

        K. Goodwill    The Company reviews goodwill for impairment by "reporting unit" annually or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. A reporting unit is an operating segment or a component of an operating segment. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and is reviewed. Two or more components of an operating segment may be aggregated and deemed a single reporting unit if the components have similar economic characteristics. Based upon the aggregation criteria, the Company concluded that it has four reporting units for purposes of goodwill impairment testing.

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        The annual impairment test is performed after completion of the Company's annual financial operating plan, which occurs in the fourth quarter of its fiscal year. The annual goodwill impairment assessment involves estimating the fair values of the Company's reporting units and comparing such fair values with the reporting unit's respective carrying value. If the carrying value of the reporting unit exceeds its fair value, additional steps are followed to recognize a potential goodwill impairment loss. Calculating the fair value of a reporting unit requires significant estimates and assumptions by management. The Company estimates the fair value of its reporting units by applying third party market value indicators to each reporting unit's projected revenues, earnings before net interest and taxes (EBIT), and earnings before net interest, taxes, depreciation and amortization (EBITDA), and calculating a weighted average of the three extended values. The Company completed its annual impairment tests with no adjustment to the carrying value of its goodwill as of March 31, 2005, 2004 and 2003.

        L. Long-Lived Assets and Acquired Identifiable Intangible Assets    Identifiable intangible assets represent assets acquired as part of the Company's business acquisitions and include customer-related and technology-based intangibles. The values assigned to acquired identifiable intangible assets are determined, as of the date of acquisition, based on estimates and judgments regarding expectations for the estimated future after-tax cash flows from those assets over their lives, including the probability of expected future contract renewals and revenues, all of which are discounted to present value.

        The Company assesses the recoverability of the carrying value of its long-lived assets and acquired intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If there are any indicators of impairment present, the Company would then evaluate the recoverability of the potentially impaired long-lived assets and acquired identifiable intangible assets based upon the expectations of undiscounted cash flows from such assets. If the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount of the asset. Assets to be disposed of, including those of discontinued operations, are reported at the lower of the carrying amount or fair value, less the costs to sell.

        M. Derivative Financial Instruments    The Company does not use derivative financial instruments for trading purposes. The Company utilizes variable rate debt to fund its operations and sustain its growth. Such variable rate borrowings expose the Company to interest rate risk and the related impact that changes in interest rates can have on the Company's earnings and on its cash flows. In an effort to limit its interest expense and cash flow exposure, the Company has and may in the future enter into various derivative instruments that meet the criteria to be accounted for as cash flow hedges. The Company does not enter into derivatives designated as fair value hedges.

        All derivative instruments are carried on the Consolidated Balance Sheets as either assets or liabilities at fair value. The classification of gains and losses resulting from changes in the fair values of derivatives is dependent on the intended use of the derivative and its resultant designation.

        On the date a derivative contract is entered into, the Company designates the hedging relationship. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy. This process includes linking all derivatives that are designated as hedges to specific assets or liabilities on the balance sheet or to forecasted transactions. The Company also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. Changes in the fair value of a derivative that is highly effective and that is designated and qualifies as a cash flow hedge are recorded in accumulated other comprehensive

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earnings (losses) until operations are affected by the variability in cash flows of the designated item. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively, as discussed below.

        The Company discontinues hedge accounting prospectively when: (1) it is determined that a derivative is no longer effective in offsetting changes in the cash flows of a hedged item; (2) the derivative expires or is sold, terminated or exercised; or (3) the derivative is discontinued as a hedging instrument, because it is unlikely that a forecasted transaction will occur. When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective hedge of cash flows, the derivative will continue to be carried at fair value in the Consolidated Balance Sheets, and gains and losses that were deferred in accumulated other comprehensive earnings (losses) are recognized immediately in earnings.

        The Company has a mortgage note payable that is secured by a lien on its facility located in Palm Bay, Florida, and bears interest at a rate equal to the one-month LIBOR plus 1.65%. The Company had an interest rate swap relating to the mortgage that qualified for hedge accounting. Pursuant to the swap the Company received interest at a variable rate equal to the one-month LIBOR plus 1.65% and paid interest at a fixed rate of 7.85%. During the third quarter of fiscal 2005, the Company terminated the swap and paid $0.4 million, an amount that approximated the fair value of the swap at termination.

        During fiscal 2005, the Company had two interest rate swap agreements, each in the amount of $25.0 million, with Wachovia Bank, N.A. and Bank of America Corporation (the Banks) both of which had expiration dates of September 30, 2008. The swap agreements effectively converted the variable interest rate on a total of $50.0 million of the Company's term loan to a fixed interest rate. Under the terms of these swap agreements, the Company paid or received the difference between the variable interest rate payable by the Banks and the fixed 2.59% interest rate payable by the Company. These swap agreements were accounted for as cash flow hedges, and as such, changes in the fair values of the swap agreements were recorded as adjustments to accumulated other comprehensive earnings. On January 18, 2005, the Company terminated the two swap agreements. As a result of the termination, the Company received $1.8 million in cash, and recorded an unrealized gain in other comprehensive income, net of taxes, which will be credited to interest expense over the remaining life of the Company's term loan.

        As of March 31, 2005 and 2004 the balance of the unrealized gain on hedging instruments was $1.1 million, net of income taxes, and $0.3 million net of income taxes, respectively.

        N. Revenue Recognition    The substantial majority of the Company's direct and indirect sales to the U.S. government and certain of the Company's sales to foreign governments and commercial customers are made pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products to the specifications of the buyers (customers). These contracts are accounted for in accordance with American Institute of Certified Public Accountants Statement of Position 81-1, "Accounting for Performance of Construction-Type and Certain Production-Type Contracts" (SOP 81-1), and revenues and profits are recognized using percentage-of-completion methods of accounting. Revenues and profits on fixed-price production contracts, whose units are produced and delivered in a continuous or sequential process, are recorded as units are delivered based on their selling prices (the units-of-delivery method). In certain limited circumstances, when all applicable revenue recognition criteria are met, revenue may be recognized prior to shipment to the customer. Revenues and profits on other fixed-price contracts with significant engineering as well as production requirements are recorded based on the ratio of total actual incurred costs to date to the total estimated costs for each contract (cost-to-cost method).

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        Revenue recognition on cost-reimbursable contracts with the U.S. government are accounted for in accordance with Accounting Research Bulletin No. 43, Chapter 11, Section A, Government Contracts, Cost-Plus-Fixed Fee Contracts (ARB 43), in addition to SOP 81-1. Revenues and profits on cost-reimbursable contracts are recognized as allowable costs are incurred on the contract and become billable to the customer in an amount equal to the allowable costs plus the profit on those costs, which is fixed or variable, based on the contract fee arrangement.

        Most of the Company's contracts are long-term in nature, spanning multiple years. The Company reviews cost performance and estimates to complete on its ongoing and acquired contracts at least quarterly and in many cases more frequently. The impact of revisions of profit estimates on both fixed-price and cost-reimbursable contracts is recognized on a cumulative catch-up basis in the period in which the revisions are made. Provisions for anticipated losses on contracts are recorded in the period in which they become evident.

        Amounts representing contract change orders, claims or other items are included in revenues only when they can be reliably estimated and realization is probable, and are determined on a percentage-of-completion basis measured by the cost-to-cost method. Incentives or penalties and awards applicable to performance on contracts are considered in estimating revenues and profit rates, and are recorded when there is sufficient information to assess anticipated contract performance. Incentive provisions, which increase or decrease earnings based solely on a single significant event, are not recognized until the event occurs.

        The Company records contract-related assets and liabilities acquired in business combinations at their fair value by considering the remaining contract amounts to be billed, DRS's estimate to complete and a reasonable profit allowance on the Company's completion effort commensurate with the profit margin that the Company earns on similar contracts. Revisions to cost estimates subsequent to the date of acquisition may be recorded as an adjustment to goodwill or earnings, depending on the nature and timing of the revision.

        Revenues on arrangements that are not within the scope of SOP 81-1 or ARB 43 are recognized in accordance with the Securities and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements." Revenues are recognized when there is persuasive evidence of an arrangement, delivery has occurred or services have been performed, the selling price to the buyer is fixed or determinable, and collectibility is reasonably assured.

        Included in revenues for fiscal 2005, 2004 and 2003 were $93.1 million, $74.4 million and $44.4 million, respectively, of customer-sponsored research and development, which principally are accounted for under the cost reimbursement method.

        Approximately 84%, 85% and 81% of the revenues in fiscal 2005, 2004 and 2003, respectively, were derived directly or indirectly from defense-related contracts with the United States government. In addition, approximately 12%, 10% and 9% of the Company's revenues were derived directly or indirectly from sales to international governments in fiscal 2005, 2004 and 2003, respectively.

        O. Pension and Other Postretirement Benefits    The obligations for the Company's pension plans and postretirement benefit plans and the related annual costs of employee benefits are calculated based on several long-term assumptions, including discount rates for employee benefit liabilities, rates of return on plan assets, expected annual rates for salary increases for employee participants in the case of pension plans, and expected annual increases in the costs of medical and other health care benefits in the case of postretirement benefit obligations. These long-term assumptions are subject to revision based on changes in interest rates, financial market conditions, expected versus actual returns on plan

70

assets, participant mortality rates and other actuarial assumptions, including future rates of salary increases, benefit formulas and levels, and rates of increase in the costs of benefits. Changes in the assumptions, if significant, can materially affect the amount of annual net periodic benefit costs recognized in our results of operations from one year to the next, the liabilities for the pension plans and postretirement benefit plans, and our annual cash requirements to fund these plans. See Note 12 for further information on the Company's pension and postretirement plans.

        In December 2003, Congress passed the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act). In January 2004, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. 106-1 (FSP 106-1), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." FSP 106-1 permitted the deferred recognition of the effects of the Medicare Act in the accounting for postretirement health care plans. The Company elected the deferral provided by this FSP. In May 2004, the FASB issued FASB Staff Position No. 106-2 (FSP 106-2), "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003." FSP 106-2 discusses the effect of the Medicare Act and supersedes FSP 106-1. FSP 106-2 requires companies to account for the reduction in accumulated postretirement benefit obligation (APBO) as an actuarial gain to be amortized into earnings over the average remaining service period of plan participants. Companies may adopt the FSP retroactively or prospectively. In the second quarter of fiscal 2005, DRS determined that the Medicare Act had no impact on the consolidated financial statements of the Company, as the Company's postretirement plans that provide for Medicare payments have fixed employer funding requirements that are lower than the Medicare Act's minimum funding requirements and, therefore, are not actuarially equivalent to be eligible for a subsidy.

        P. Stock-Based Compensation    The Company accounts for stock options granted to employees and directors under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Compensation expense for stock options granted to an employee or director is recognized in earnings based on the excess, if any, of the quoted market price of DRS common stock at the date of grant, or other measurement date, over the amount an employee or director must pay to acquire the common stock. When the exercise price of the option granted to an employee or director equals or exceeds the quoted market price of DRS common stock at the date of grant, the Company does not recognize compensation expense. Compensation cost for restricted stock is recorded based on the market value of DRS common stock on the date of grant.

        The Company elected not to adopt the fair-value-based method of accounting for stock-based employee compensation, as permitted by Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123." Had the Company adopted the fair-value-based method provisions of SFAS No. 123, it would have recorded a non-cash expense for the estimated fair value of the stock options that the Company has granted to its employees and directors.

        The table below compares the "as reported" net earnings and earnings per share to the "pro forma" net earnings and earnings per share that the Company would have reported if it had elected to

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recognize compensation expense in accordance with the fair-value-based method of accounting of SFAS No. 123.

		Year Ended March, 31
		2005			2004			2003
		(in thousands, except per-share data)
Net earnings, as reported		$	60,677		$	44,720		$	30,171
Add:  Stock-based compensation expense included in reported net earnings, net of taxes			657			211			27
Less:  Total stock-based compensation expense determined under fair-value-based method for all awards, net of taxes			(5,180	)		(3,542	)		(2,721	)
Pro forma net earnings		$	56,154		$	41,389		$	27,477
Earnings per share:
	Basic—as reported	$	2.24		$	1.84		$	1.64
	Basic—pro forma	$	2.07		$	1.71		$	1.49
	Diluted—as reported	$	2.18		$	1.80		$	1.58
	Diluted—pro forma	$	2.03		$	1.70		$	1.46

        For purposes of determining the pro forma effects of SFAS No.123, the estimated fair value of options granted was calculated using the Black-Scholes option pricing valuation model. The weighted-average assumptions used in the valuation model and the weighted average fair value of options granted are presented in the table below:

	Year Ended March 31,
	2005			2004			2003
Expected holding period (in years)		5.0			5.0			5.0
Expected volatility		44.19	%		45.2	%		46.1	%
Expected dividend yield		—			—			—
Risk-free interest rate		3.5	%		3.0	%		3.0	%
Weighted-average fair value of options granted	$	16.07		$	11.97		$	14.11

        In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment" (SFAS No. 123R), which replaces SFAS No. 123 and supercedes APB Opinion No. 25. SFAS No. 123R addresses the accounting for transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options and restrictive stock grants and units, to be recognized as a compensation cost based on their fair values. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. Under the retroactive option, prior periods may

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be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company is evaluating the requirements of SFAS No. 123R and expects that the adoption of SFAS No. 123R will have a material impact on the Company's consolidated results of operations and earnings per share. The Company has not yet determined the method of adoption or the effect of adopting SFAS No. 123R, and it has not determined whether the adoption will result in amounts that are similar to the current pro forma disclosures under SFAS No. 123 included above.

        On April 15, 2005, the SEC issued Release No. 33-8568, Amendment to Rule 4-01a of Regulation S-X Regarding the Compliance Date for Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment. The SEC Release amends the effective date for compliance with SFAS 123R to the beginning of the first fiscal year following June 15, 2005, which is the fiscal year beginning on April 1, 2006 for DRS. On March 29, 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107, "Share-Based Payment" (SAB 107). SAB 107 provides guidance to assist registrants in the initial implementation of SFAS 123R. SAB 107 includes, but is not limited to, interpretive guidance related to shared-based payment transactions with nonemployees, valuation methods and underlying expected volatility and expected term assumptions, the classification of compensation expenses and accounting for the income tax effects of share-based arrangements upon adopting the SFAS 123R. The Company currently is assessing the guidance provided in SAB 107 in connection with the implementation of SFAS 123R.

        Q. Income Taxes    The Company accounts for income taxes in accordance with the asset-and-liability method. The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

        In response to the enactment of the American Job Creation Act of 2004 (Jobs Act) on October 22, 2004, the FASB issued FSP No. 109-1, "Application of FASB Statement No. 109, Accounting for Income Taxes, for the Tax Deduction Provided to U.S.-Based Manufacturers" (FSP 109-1), and FSP No. 109-2, "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provisions within the American Jobs Creation Act of 2004" (FSP 109-2). FSP No. 109-1 clarifies how to apply SFAS No. 109 to the new law's tax deduction for income attributable to "domestic production activities." The fully phased-in tax deduction is up to 9% of the lesser of taxable income or "qualified production activities income," as defined by the Jobs Act. The FASB staff position requires that the deduction be accounted for as a special deduction in the period earned, not as a tax-rate reduction. As a result, the Company will recognize a reduction in its provision for income taxes for the domestic production activities in the quarterly period(s) in which the Company is eligible for the deduction.

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        The Jobs Act includes a provision that encourages companies to reinvest foreign earnings in the U.S. by temporarily making certain dividends received by a U.S. corporation from controlled foreign corporations eligible for an 85% dividends-received deduction. The Company may elect to take this special one-time deduction for dividends received during the fiscal year ending March 31, 2006. FSP 109-2 permits time beyond the financial reporting period of enactment date to evaluate the effect of the Jobs Act on its plan for reinvestment or repatriation of foreign earnings for purposes of applying SFAS No. 109. Through March 31, 2005, the Company has not provided deferred taxes on foreign earnings because the Company considers earnings of its foreign subsidiaries to be reinvested permanently. Whether the Company ultimately will take advantage of the temporary repatriation incentive depends on a number of factors, including analyzing IRS guidance. The Company expects to be in a position to finalize its decision regarding the temporary incentive during fiscal year 2006. The related range of income tax effects of such repatriation cannot be reasonably estimated at the time of issuance of these financial statements. As provided for in FSP 109-2, there have been no amounts recognized under the repatriation provision to date and, accordingly, there has been no effect on income tax expense (or benefit) included in these consolidated financial statements as of and for the fiscal year ended March 31, 2005. If it becomes apparent that the Company will repatriate all or any of its eligible earnings, a one-time tax charge to the Company's consolidated results of operations could occur.

        R. Earnings per Share    Basic earnings per share (EPS) is computed by dividing net earnings by the weighted average number of shares of common stock outstanding during each period. The computation of diluted earnings per share includes the effect of shares from the assumed exercise of

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dilutive stock options, restricted stock, restricted stock units and warrants. The following table presents the components of basic and diluted earnings per share:

			Year Ended March 31,
			2005		2004		2003
			(in thousands, except per-share data)
Basic EPS Computation
	Earnings from continuing operations		$	58,126	$	43,542	$	30,171
	Earnings from discontinued operations (including gain on disposal of $0.7 million), net of income taxes			2,551		1,178		—
	Net earnings		$	60,677	$	44,720	$	30,171
		Weighted average common shares outstanding		27,096		24,251		18,411
	Basic earnings per share
		Earnings from continuing operations	$	2.15	$	1.80	$	1.64
		Earnings from discontinued operations (including after-tax gain on disposal of $0.03 per share in 2005), net of income taxes	$	0.09	$	0.05	$	—
		Net earnings	$	2.24	$	1.84	$	1.64
Diluted EPS Computation
	Earnings from continuing operations		$	58,126	$	43,542	$	30,171
	Earnings from discontinued operations (including after-tax gain on disposal of $0.7 million in 2005), net of income taxes			2,551		1,178		—
	Net earnings		$	60,677	$	44,720	$	30,171
	Diluted common shares outstanding
		Weighted average common shares outstanding		27,096		24,251		18,411
		Stock options, restricted stock and warrants		737		526		662
		Diluted common shares outstanding		27,833		24,777		19,073
	Diluted earnings per share
		Earnings from continuing operations	$	2.09	$	1.76	$	1.58
		Earnings from discontinued operations (including after-tax gain on disposal of $0.02 per share in 2005), net of income taxes	$	0.09	$	0.05	$	—
		Net earnings	$	2.18	$	1.80	$	1.58

        At March 31, 2005, 2004 and 2003, there were 2,500, 1,185,708 and 1,352,510 options to acquire DRS common stock outstanding, respectively, with weighted average exercise prices of $41.89, $33.19 and $32.95, respectively, that are excluded from the above calculations because their inclusion would have had an antidilutive effect on EPS in their respective fiscal years.

        S. Fair Value of Financial Instruments    Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities and derivative instruments reported in the Consolidated Balance Sheets equal or approximate their fair values. The fair value of the Company's

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outstanding term loans approximate their recorded value, based on the variable interest rates of the facility and currently available terms and conditions for similar debt at March 31, 2005 and 2004. The senior subordinated notes had a carrying value and fair value of $559.7 million and $550.0 million at March 31, 2005, respectively (carrying value and fair value of $350.0 million and $363.1 million, respectively at March 31, 2004). Fair values are determined through information obtained from third parties using the latest available market data. Long-term debt is reflected at amortized cost.

        T. Product Warranties    Product warranty costs are accrued when the covered products are delivered to the customer. Product warranty expense is recognized based on the terms of the product warranty and the related estimated costs, considering historical claims expense. Accrued warranty costs are reduced as these costs are incurred and as the warranty period expires and may be otherwise modified as specific product performance issues are identified and resolved. The table below presents the changes in the Company's accrual for product warranties as of March 31, 2005, 2004 and 2003, which is included in accrued expenses and other current liabilities:

	March 31,
	2005			2004			2003
	(in thousands)
Balance at beginning of year	$	23,279		$	19,365		$	10,319
Acquisitions during the period		25			6,000			9,017
Accruals for product warranties issued during the period		8,687			9,250			5,474
Settlements made during the period		(10,296	)		(11,589	)		(5,571	)
Other		144			253			126
Balance at the end of year	$	21,839		$	23,279		$	19,365

        U. New Accounting Pronouncements    In March 2005, the FASB issued FASB Interpretation No. (FIN) 47—"Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143," which clarifies the term "conditional asset retirement obligation" as used in SFAS No. 143, "Accounting for Asset Retirement Obligations." Specifically, FIN 47 provides that an asset retirement obligation is conditional when either the timing and (or) method of settling the obligation is conditioned on a future event. Accordingly, an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. Uncertainty about the timing and (or) method of settlement of a conditional asset retirement obligation should be factored into the measurement of the liability when sufficient information exists. This interpretation also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective for fiscal years ending after December 15, 2005. Management currently is evaluating the effect that adoption of this interpretation will have on the Company's financial position and results of operations.

        In November 2004, the FASB issued SFAS No. 151, "Inventory Costs—An Amendment of ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Among other provisions, the new rule requires that items, such as idle facility expense, excessive spoilage, double freight and rehandling costs, be recognized as current-period charges regardless of whether they meet the criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS No. 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS

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No. 151 is effective for fiscal years beginning after June 15, 2005 and is required to be adopted by the Company in the first quarter of fiscal 2007, beginning on April 1, 2006. The Company currently is evaluating the effect that the adoption of SFAS No. 151 will have on its consolidated results of operations and financial condition, but does not expect SFAS No. 151 to have a material impact.

        In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets—An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions" (SFAS No. 153). SFAS No. 153 eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions," and replaces it with an exception for exchanges that do not have commercial substance. SFAS No. 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for nonmonetary exchanges occurring in fiscal periods beginning after June 15, 2005 and is required to be adopted by the Company in the quarter beginning on July 1, 2005. The Company currently is evaluating the effect that the adoption of SFAS No. 153 will have on its consolidated results of operations and financial condition, but does not expect SFAS No. 153 to have a material impact.

2.    Acquisitions and Divestitures

Acquisitions

        On December 14, 2004, the Company acquired certain assets and liabilities of Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc. (collectively referred to as NVEC hereafter), a privately-held business headquartered in Allentown, Pennsylvania. The purchase price was $47.2 million in cash, including a $4.7 million working capital adjustment paid in the fourth quarter of fiscal 2005, with additional consideration of up to a maximum of $37.5 million payable upon achieving certain annual revenue targets for a period of three years. In addition to the purchase price, the Company recorded approximately $0.3 million for acquisition-related costs. The results of NVEC's operations have been included in the Company's financial statements since the date of the acquisition.

        NVEC is a manufacturer and marketer of innovative night vision products and combat identification systems. The company focuses on the rapid development and delivery of lightweight, affordable image intensification (I²) night vision, uncooled thermal imaging, reflective combat identification and laser-based products for U.S. and international militaries and paramilitary organizations. NVEC maintains research, development and production facilities in Prescott Valley, Arizona, and has production and sales agreements with leading infrared and thermal imaging divisions of several major U.S. prime contractors. The acquisition of NVEC is expected to enhance DRS's position in the uncooled infrared sensor and thermal imaging systems market, as well as to provide increased access to and participation in homeland defense efforts at the federal, state and local levels. NVEC is being managed as part of the Company's SR Group.

        The Company obtained a third-party valuation of certain assets, including acquired intangible assets, and is in the process of finalizing its own internal assessment of certain other assets and liabilities; thus, the preliminary allocation of the purchase price may change. Goodwill of $23.3 million has been allocated to the SR Group, all of which is expected to be deductible for tax purposes. The purchase price also reflects $8.9 million and $0.2 million of customer-related and technology-based acquired intangible assets, respectively, which are being amortized over 8 and 12 years, respectively. The Company expects to complete its purchase price allocation in the first quarter of fiscal 2006.

        On November 4, 2003, a wholly-owned subsidiary of the Company merged with and into Integrated Defense Technologies, Inc. (IDT) in a purchase business combination with IDT being the surviving

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corporation and continuing as a wholly-owned subsidiary of DRS (the Merger). The total consideration for the Merger consisted of $261.3 million in cash (excluding cash acquired of $27.5 million) and 4,323,172 shares of DRS common stock, or an aggregate value of approximately $367.4 million, and the assumption of $201.0 million in debt, including $0.2 million of IDT's capital leases. In addition to the purchase price, the Company's estimated costs related to the acquisition, including professional fees, approximated $12.5 million. The stock component of the consideration was valued at $24.55 per share using the average stock price of DRS common stock on the measurement date of the Merger (October 31, 2003) and a few days before and after the measurement date. Upon closing of the Merger, the Company repaid IDT's term loan in the amount of $200.8 million. The Company financed the Merger with borrowings under its amended and restated credit facility, the issuance of $350.0 million of senior subordinated notes (see Note 8, Debt, for a description of the amended and restated credit facility and the senior subordinated notes) and with existing cash on hand. The results of IDT's operations have been included in the Company's consolidated financial statements since the date of the Merger.

        Headquartered in Huntsville, Alabama, IDT, is a designer and developer of advanced electronics and technology products for the defense and intelligence industries. The Merger enhances DRS's content on key U.S. Army and Navy weapons programs, contributes a significant new base of U.S. Air Force programs and greatly expands DRS's intelligence agency business. Operating units acquired in the Merger now operate in both the C4I Group and the SR Group. The Company finalized its purchase price allocation during fiscal 2005 and recorded a $15.1 million net decrease to goodwill, as compared with the preliminary purchase price allocation at March 31, 2004. Goodwill of $154.3 million and $217.6 million was allocated to the Company's C4I Group and SR Group, respectively, of which approximately $143.5 million is expected to be deductible for tax purposes. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed in the Merger.

		November 4, 2003
		(in thousands)
Current assets		$	172,779
Property, plant and equipment			60,757
Goodwill			371,932
Acquired intangible assets			62,626
Other assets			18,644
	Total assets acquired		686,738
Accrual for future costs on acquired contracts			37,980
Other current liabilities			45,284
Long-term debt			200,932
Other long-term liabilities			22,675
	Total liabilities assumed		306,871
Net assets acquired		$	379,867

        On March 10, 2005, the Company completed the sale of DRS Weather and DRS Broadcast, two of the operating units acquired in the Merger. The Company allocated $8.5 million of goodwill to the net assets sold in the divestiture of DRS Weather and DRS Broadcast. The purchase price allocation above reflects $37.4 million and $25.3 million of customer-related and technology-based acquired intangible

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assets, respectively. The net assets of DRS Weather and DRS Broadcast included $7.5 million of customer-related and technology-related intangible assets. The remaining acquired intangible assets are being amortized over their weighted average useful lives of 19 years for customer-related intangibles and 18 years for technology-related intangibles.

        On February 14, 2003, the Company acquired all of the outstanding stock of Power Technology Incorporated, a privately-held company principally located in Fitchburg, Massachusetts, for $35.0 million in cash, plus up to $14.0 million of contingent consideration. Contingent consideration is based on earn-out payments, as defined in the purchase agreement, that are triggered by the receipt of certain funded booking awards on or before certain dates (earn-out dates), the last of which expires on or before December 31, 2008. If the Company does not receive any of these funded backlog awards on or before its respective earn-out date, it will have no liability nor obligation to pay any such contingent consideration. The earn-out period began on the closing date of the acquisition and during fiscal 2004 the Company recorded $4.0 million in earn-out payments with a corresponding increase to goodwill. No earn-outs were recorded during fiscal 2005. In addition to the purchase price, the Company paid $0.3 million in acquisition-related costs, including professional fees. The Company recorded a total of $37.6 million of goodwill in connection with the acquisition, all of which is expected to be deductible for tax purposes. The goodwill was allocated to the Company's C4I Group. The Company recorded $1.6 million of customer-related acquired intangible assets, which is being amortized over a period of 7 years.

        Renamed DRS Power Technology, Inc. (DRS PTI), the company operates as part of DRS's C4I Group. DRS PTI designs, develops, manufactures and provides life-cycle support for a wide variety of high-performance, complex power systems and rotating machinery and is concentrated in four major areas: Navy electric drive equipment, Navy main propulsion turbines, high-performance Navy pumps, and fuel cells and industrial equipment. The addition of DRS PTI to DRS's existing power systems product lines is a significant part of the Company's strategy of providing naval vessels with a totally integrated gas turbine or steam turbine propulsion plant, either electric or mechanical drive, and is expected to enhance DRS's ability to expand onto other electric drive platforms supporting Navy growth initiatives.

        On January 15, 2003, the Company acquired the assets and certain liabilities of the Electromagnetics Development Center of Kaman Aerospace, a subsidiary of Kaman Corporation, located in Hudson, Massachusetts, for $27.5 million in cash plus $7.5 million of contingent consideration. Contingent consideration is based on a funded booking milestone, as defined in the purchase agreement. If the funded booking milestone is not fulfilled on or before December 31, 2008, DRS will have no liability or obligation to pay any contingent consideration. The earn-out period began on the closing date of the acquisition and none has been recorded or paid through March, 31 2005. In addition to the purchase price, the Company paid $0.1 million in acquisition-related costs, including professional fees. The Company recorded a total of $15.6 million of goodwill in connection with the acquisition, all of which is expected to be deductible for tax purposes. The goodwill was allocated to the Company's C4I Group. The Company recorded $3.8 million of acquired intangible assets, consisting of $2.8 million and $1.0 million of technology-based and customer-related intangibles, respectively, which is being amortized over periods of 11 years and 6 years, respectively.

        Kaman's Electromagnetics Development Center, renamed DRS Electric Power Technologies, Inc. (DRS EPT) and operating as part of DRS's C4I Group, develops high-performance, lightweight electric motors, generators and drive electronics for defense, industrial and transportation applications. The addition of DRS EPT is complementary to DRS's existing position in ship electric propulsion

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equipment, control equipment, high-performance networks, tactical displays and specialty reactor plant instrumentation.

        On November 27, 2002, a wholly-owned subsidiary of the Company merged with and into Paravant Inc. (Paravant), with Paravant being the surviving corporation and continuing as a wholly-owned subsidiary of DRS. Consideration in the Paravant acquisition was approximately $94.7 million in cash and the assumption of $15.5 million in debt. In addition to the purchase price, the estimated costs related to the acquisition, including professional fees, approximated $4.9 million. The Company financed the acquisition with borrowings under its previously existing senior credit facility (see Note 8). The Company recorded a total of $91.7 million of goodwill in connection with the acquisition, $25.8 million of which is expected to be deductible for tax purposes. The goodwill was allocated to the Company's C4I Group. The Company recorded $2.3 million of customer-related acquired intangible assets, which are being amortized over a period of 20 years.

        Paravant is a designer and manufacturer of highly engineered, technically advanced, defense electronics for U.S. and allied international military, and intelligence agency applications. The company manufactures rugged computer systems and communications interfaces serving military Command, Control, Communications, Computers, Intelligence, Surveillance and Reconnaissance (C4ISR) initiatives. Paravant also produces high-speed processing equipment for the intelligence community and offers modernization design and installation services for select rotary- and fixed-wing military aircraft. The Paravant acquisition is highly compatible with the Company's goals of expanding its core tactical systems business base and increasing its presence in the U.S. Air Force and high-end signal intelligence programs supporting government agencies. The acquired Paravant operating units are being managed as part of the Company's C4I Group.

        On October 15, 2002, the Company acquired DKD, Inc. (which operated under the name Nytech) for $13.0 million plus contingent consideration. The $13.0 million consisted of a $5.0 million cash payment and an $8.0 million promissory note, bearing interest at a rate of 6% (see Note 8). In addition to the purchase price, the Company paid $0.2 million in acquisition-related costs, including professional fees. Contingent consideration is based on an aggregate bookings earn-out, as defined in the purchase agreement, and is not to exceed $17.0 million in the aggregate. The earn-out period began on the closing date of the acquisition and ends on March 31, 2009. During fiscal 2005, the Company made a $3.1 million earn-out payment, $3.0 million of which was recorded in fiscal 2004. The Company also recorded an additional $6.7 million increase to goodwill in fiscal 2005 for an earn-out paid during the first quarter of 2006.

        The Company recorded a total of $21.5 million of goodwill in connection with the Nytech acquisition, $1.8 million of which is expected to be deductible for tax purposes. The goodwill was allocated to the Company's SR Group. The Company recorded $1.5 million of technology-based acquired intangible assets that is being amortized over a period of 10 years.

        Nytech manufactures and markets uncooled thermal imaging systems for portable weapons, headgear, hand-held devices and vehicle-mounted sights. The business also specializes in the design of stabilized, lightweight gimbals capable of controlling numerous sensors and suitable for mounting on a variety of land, sea and air platforms. The Nytech acquisition enhances DRS's position as a supplier of lightweight thermal imaging systems and supports the Company's objectives to further expand its position in the uncooled infrared technology market.

        Pursuant to a purchase agreement effective July 1, 2002, the Company acquired the assets and assumed certain liabilities of the Navy Controls Division (NCD) of Eaton Corporation for $96.0 million in cash. In addition to the purchase price, the estimated costs related to the acquisition, including

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professional fees, approximated $3.0 million. The Company financed the acquisition with existing cash on hand. Renamed DRS Power & Control Technologies, Inc. (DRS PCT) and located in Milwaukee, Wisconsin, and Danbury, Connecticut, the company is a supplier of high-performance power conversion and instrumentation and control systems for the U.S. Navy's combatant fleet, including nuclear-powered and conventionally-powered ships, as well as for specialized industrial customers. Products include ship electric propulsion equipment, power electronics equipment, high-performance networks, shipboard control equipment and control panels, tactical displays, and specialty reactor instrumentation and control equipment. The addition of this unit complements the Company's presence in Naval advanced command and control computer display and other ship systems. DRS PCT is managed as a part of the Company's C4I Group.

        The Company recorded a total of $102.8 million of goodwill in connection with the NCD acquisition, all of which is expected to be deductible for tax purposes. The goodwill was allocated to the Company's C4I Group. The Company recorded $6.0 million and $0.6 million of customer-related and technology-based acquired intangible assets, respectively, each of which is being amortized over a period of 20 years.

        On April 11, 2002, the Company acquired the assets of the U.S.-based Unmanned Aerial Vehicle (UAV) business of Meggitt Defense Systems—Texas, Inc., a unit of Meggitt PLC, for $0.8 million in cash. In addition to the purchase price, the costs related to the acquisition, including professional fees, were approximately $0.2 million. The business, located in Mineral Wells, Texas, and now operating as DRS Unmanned Technologies, Inc., provides close-range, low-weight, low-noise, medium-duration UAVs supporting military special operations missions. Applications for these products include tactical short-range surveillance, radio relay and C4ISR. The Company recorded a total of $4.0 million of goodwill in connection with the acquisition, all of which is expected to be deductible for tax purposes. The goodwill was allocated to the Company's SR Group. The Company recorded $0.3 million of customer-related acquired intangible assets, which is being amortized over a period of 10 years.

        All of the Company's acquisitions have been accounted for as purchase business combinations and are included in the Company's results of operations from their respective acquisition dates. Any additional payments are payable in cash and will be recorded as additional goodwill when the contingencies for such payments have been met. The Company records contract-related assets and liabilities acquired in business combinations at their fair value by considering the remaining contract amounts to be billed, DRS's estimate to complete and a reasonable profit allowance on the Company's completion effort commensurate with the profit margin that the Company earns on similar contracts.

        The following pro forma financial information shows the results of continuing operations for the years ended March 31, 2005 and 2004, as though the acquisition of NVEC had occurred at the beginning of each respective fiscal year; and as though the acquisition of IDT had occurred at the beginning fiscal 2004 (excluding the pro forma results of operations of DRS Weather and DRS Broadcast). The pro forma financial information includes, where applicable, adjustments for: (i) the capitalization of general and administrative costs to be consistent with DRS's accounting practice, (ii) the amortization of acquired intangible assets, (iii) additional interest expense on acquisition-related borrowings, (iv) the amendment and restatement of certain credit facilities in fiscal 2004, (v) the pay-down of acquired companies debt, (vi) the issuance of 4.3 million shares of DRS common stock in fiscal 2004 (vii) retention bonuses for certain key employees and (viii) the income tax effect on the pro forma adjustments, using a statutory tax rate of 40%. The pro forma adjustments related to the acquisition of NVEC are based on a preliminary purchase price allocation. Differences between the preliminary and final purchase price allocations could have an impact on the pro forma financial information presented. The pro forma financial information below is presented for

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illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisitions been completed as of the dates indicated above or the results that may be obtained in the future.

		Year Ended March 31,
		2005		2004
		(in thousands, except per share data)
Revenues		$	1,378,902	$	1,245,989
Earnings from continuing operations		$	71,032	$	55,329
Earnings from continuing operations per share of common stock:
	Basic earnings per share	$	2.62	$	2.09
	Diluted earnings per share	$	2.55	$	2.05

Divestitures

        On March 10, 2005, the Company completed the sale of DRS Weather and DRS Broadcast and recorded an after-tax gain of $0.7 million in the fourth quarter of fiscal 2005. Both companies operated as a part of the Company's C4I Group. A summary of the results of discontinued operations for the fiscal year ended March 31, 2005 and for the period from November 4, 2003 through March 31, 2004 (the prior-year period for which DRS Weather and DRS Broadcast were owned by DRS) follows:

	Year Ended March 31,
	2005		2004
	(in thousands)
Revenues	$	33,325	$	14,319
Earnings before taxes	$	3,601	$	1,819
Income tax expense		1,050		641
Earnings from discontinued operations (including after-tax gain on sale of $0.7 million in 2005)	$	2,551	$	1,178

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        The assets and liabilities of the discontinued operations included in the March 31, 2004 consolidated balance sheet are comprised of:

	March 31, 2004
	(in thousands)
Accounts receivable, net	$	11,679
Inventories, net		3,029
Property, plant and equipment		7,164
Goodwill and acquired intangible assets, net		15,769
Other assets		2,654
Assets held for sale	$	40,295
Accounts payable	$	1,715
Accrued liabilities and other current liabilities		10,888
Other liabilities		154
Liabilities held for sale	$	12,757

        On November 22, 2002, the Company sold its DRS Advanced Programs, Inc. (DRS API) operating unit for $7.6 million in cash and recorded a $0.6 million loss on the sale. DRS API, which operated as part of the Company's C4I Group, developed, designed, manufactured and marketed custom-packaged computers and peripherals, primarily for the Department of Defense and the government intelligence community. The Company wrote off $2.3 million of goodwill in connection with the sale. DRS API, prior to the sale, recorded revenues and an operating loss of $8.5 million and $1.1 million, respectively, for the fiscal year ended March 31, 2003.

        On May 27, 2002, the Company sold the assets of its DRS Ahead Technology operating unit. DRS Ahead Technology, which is included in the "Other" segment, produced magnetic head components used in the manufacturing process of computer disk drives and manufactured magnetic video recording heads used in broadcast television equipment. The assets of DRS Ahead Technology were sold for their aggregate book value, and DRS received an interest bearing promissory note in the amount of $3.1 million as consideration for the sale. The promissory note bears interest and is payable over an 80-month term. No gain or loss was recorded on the sale. DRS Ahead Technology, prior to the sale, recorded revenues and an operating loss of $1.3 million and $0.5 million, respectively, for the fiscal year ended March 31, 2003.

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3. Goodwill and Related Intangible Assets

        The following disclosure presents certain information regarding the Company's acquired intangible assets as of March 31, 2005 and 2004. All acquired intangible assets are being amortized over their estimated useful lives, as indicated below, with no estimated residual values.

Acquired Intangible Assets		Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Balance
			(in thousands)
As of March 31, 2005
	Technology-based intangibles	19 years	$	45,961	$	(11,172	)	$	34,789
	Customer-related intangibles	17 years		75,590		(10,349	)		65,241
Total			$	121,551	$	(21,521	)	$	100,030
As of March 31, 2004
	Technology-based intangibles	19 years	$	45,760	$	(9,029	)	$	36,731
	Customer-related intangibles	19 years		66,691		(5,500	)		61,191
Total			$	112,451	$	(14,529	)	$	97,922

        The aggregate acquired intangible asset amortization expense for the fiscal years ended March 31, 2005, 2004 and 2003 was $7.0 million, $5.0 million and $2.5 million, respectively. The estimated acquired intangible asset annual amortization expense for each of the subsequent four fiscal years ending March 31, 2009 is approximately $7.7 million and for the fiscal year ended March 31, 2010 is $7.5 million.

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        The table below reconciles the change in the carrying amount of goodwill by operating segment for the period from March 31, 2003 to March 31, 2005:

	C4I Group			SR Group			Total
	(in thousands)
Balance as of March 31, 2003	$	306,300		$	130,563		$	436,863
Fiscal 2004 acquisition of IDT		150,542			236,507			387,049
Purchase price allocation adjustments on acquisitions completed in prior years		(13,740	)		(12,546	)		(26,286	)
Working capital adjustment on fiscal 2003 acquisition of Power Technology Inc. (PTI)		547			—			547
Acquisition earn-out, PTI		4,000			—			4,000
Acquisition earn-out, Nytech		—			3,000			3,000
Discontinued operations		(8,492	)		—			(8,492	)
Foreign currency translation adjustment		3,450			—			3,450
Balance as of March 31, 2004		442,607			357,524			800,131
NVEC acquisition		—			23,337			23,337
Purchase price allocation adjustments on acquisitions completed in prior years		3,758			(19,945	)		(16,187	)
Acquisition earn-out, Nytech		—			6,860			6,860
Foreign currency translation adjustment		1,266			—			1,266
Balance as of March 31, 2005	$	447,631		$	367,776		$	815,407

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        The purchase price allocation adjustments in the table above reflect the following:

	Purchase Price Allocation Adjustments
	Fiscal 2005			Fiscal 2004
	(in thousands)
C4I Group:
IDT	$	3,753	(A)	$	—
Kaman Electromagnetics Development Center (EPT)		(62	)(B)		(5,198	)(B)
Power Technology Incorporated (PTI)		(8	)(C)		(2,512	)(C)
Paravant Inc.		515	(D)		(5,411	)(D)
Navy Controls Division of Eaton Corp. (PCT)		(133	)(I)		—
Other adjustments		(307	)		(619	)
	$	3,758		$	(13,740	)
SR Group:
IDT	$	(18,870	)(E)	$	—
Boeing Company (SES business)		(6	)(F)		(8,693	)(F)
EOS Business of Raytheon Company		(1,198	)(G)		(5,186	)(G)
DKD, Inc. (Nytech)		41	(H)		1,361	(H)
Other adjustments		88			(28	)
	$	(19,945	)	$	(12,546	)

(A)

Reflects a purchase price allocation adjustment of $2.8 million (increase to goodwill) associated with an IDT merger-related facility consolidation. The Company is terminating a total of approximately sixty individuals and exiting a leased facility, with the severance and lease payments being completed by the first quarter of fiscal 2006 and fiscal 2007, respectively. During the fiscal year ended March 31, 2005, $0.7 million of the facility consolidation accrual was expended. The amount also reflects adjustments for acquired deferred taxes of $1.1 million, net, (net increase to goodwill) and a net decrease to goodwill of $0.2 million for changes in estimates, primarily for certain acquired contracts, acquisition-related costs and certain accrued expenses.

(B)

Reflects fiscal 2004 purchase price allocation adjustments (decreases to goodwill) of $3.8 million to allocate the fair value of certain acquired identifiable intangible assets based upon the Company's consideration of a third-party valuation, and $1.4 million for changes in estimates, primarily for certain acquired contracts, acquisition-related costs and certain accrued expenses. Fiscal 2005 reflects an adjustment to certain deferred tax amounts.

(C)

Reflects fiscal 2004 purchase price allocation adjustments (decreases to goodwill) of $1.6 million to allocate the fair value of certain acquired identifiable intangible assets based upon the Company's consideration of a third-party valuation, and $0.9 million for changes in estimates, primarily for certain acquired contracts, acquisition-related costs and certain accrued expenses. Fiscal 2005 reflects an adjustment to certain acquired deferred tax amounts.

(D)

Reflects fiscal 2004 purchase price allocation adjustments of $1.0 million to increase goodwill for changes in estimates on certain acquired contracts and acquisition-related costs, $3.9 million reduction in goodwill associated with an adjustment to acquired deferred tax amounts and a $2.5 million reduction to goodwill for a tax refund received during fiscal 2004. Fiscal 2005 reflects an adjustment to certain acquired deferred taxes.

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(E)

Reflects purchase price allocation adjustments (decreases to goodwill) of $10.0 million for net deferred tax assets, $8.4 million for changes in estimates on certain acquired contracts and acquisition-related costs and $0.5 million to reflect the disposition of certain assets held for sale by the acquired company at acquisition.

(F)

Reflects fiscal 2004 purchase price allocation adjustments (decreases to goodwill) of $8.2 million for the reversal of restructuring type reserves recorded in connection with certain acquired contracts, $0.4 million for changes in estimates for certain acquired contracts and $0.1 million for changes in estimated acquisition-related costs. Fiscal 2005 reflects an adjustment to certain acquired deferred tax amounts.

(G)

Reflects a fiscal 2004 purchase price allocation adjustment (decrease to goodwill) of $5.2 million for contract options that expired unexercised during fiscal 2004. Fiscal 2005 reflects adjustments of $0.9 million for contract options that expired unexercised during fiscal 2005 and $0.3 million to adjust certain acquired deferred tax amount.

(H)

Reflects fiscal 2004 purchase price allocation adjustments of $2.5 million (increase to goodwill) to adjust for the preliminary estimated fair value of certain acquired intangible assets based upon the Company's consideration of a third-party valuation and a $1.1 million decrease to goodwill for changes in estimated acquisition-related costs and accrued expenses. Fiscal 2005 reflects an adjustment to certain acquired deferred tax amount.

(I)

Reflects adjustments to acquired deferred taxes.

4. Accounts Receivable

        Unbilled receivables represent sales for which billings have not been presented to customers as of the end of the fiscal year, including retentions arising from contractual provisions. At March 31, 2005 and 2004, retentions amounted to $7.1 million and $6.8 million, respectively. Approximately $2.1 million of March 31, 2005 retentions are anticipated to be collected beyond one year. The component elements of accounts receivable, net of allowances for doubtful accounts of $2.7 million and $3.9 million at March 31, 2005 and 2004, respectively, are as follows:

		March 31,
		2005		2004
		(in thousands)
U.S. government contracts:
	Billed receivables	$	62,261	$	46,243
	Unbilled receivables		47,120		49,055
			109,381		95,298
Other defense-related contracts:
	Billed receivables		79,994		93,099
	Unbilled receivables		33,476		27,679
			113,470		120,778
Other trade receivables			21,918		18,119
	Total	$	244,769	$	234,195

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5. Inventories

        Inventories are summarized as follows:

		March 31,
		2005		2004
		(in thousands)
Work-in-process		$	211,914	$	180,043
General and administrative costs			47,365		37,854
Raw material and finished goods			33,127		24,124
			292,406		242,021
Less: Progress payments and certain customer advances			75,541		59,522
Inventory reserve			8,724		7,060
	Total	$	208,141	$	175,439

        Inventoried contract costs for the Company's businesses that are primarily government contractors may include certain general and administrative (G&A) costs, including internal research and development costs (IRAD) and bid and proposal costs (B&P). G&A, IRAD and B&P are allowable, indirect contract costs under U.S. government regulations. The Company allocates these costs to government contracts and accounts for them as product costs at the majority of the Company's operating units, not as period expenses.

        The table below presents a summary of G&A, IRAD and B&P costs included in inventoried contract costs and changes to them, including amounts used in the determination of cost and expenses.

        The cost data in the tables below do not include the G&A, IRAD and B&P costs for the Company's lines of businesses that are not primarily contracted with the U.S. government, which are expensed as incurred:.

		Year Ended March 31,
		2005		2004		2003
		(in thousands)
Balance in inventory at beginning of period		$	37,854	$	25,489	$	18,675
	Add: Incurred costs		212,167		168,360		114,389
	Less: Amounts included in cost of sales		202,656		155,995		107,575
Balance in inventory at end of period		$	47,365	$	37,854	$	25,489

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6. Property, Plant and Equipment

        Property, plant and equipment are summarized as follows:

		March 31,
		2005		2004
		(in thousands)
Land		$	15,560	$	16,756
Machinery and equipment			115,368		102,905
Computer equipment and software			44,353		34,095
Buildings and improvements			30,030		27,741
Leasehold improvements			20,364		18,615
Office furnishings, equipment and other			18,924		15,024
			244,599		215,136
Less accumulated depreciation and amortization			101,335		72,758
	Total	$	143,264	$	142,378

        Annual depreciation of property, plant and equipment amounted to $33.8 million, $23.2 million and $13.4 million in fiscal 2005, 2004 and 2003, respectively.

7. Accrued Expenses and Other Current Liabilities

        The component elements of accrued expenses and other current liabilities are as follows:

		March 31,
		2005		2004
		(in thousands)
Customer advances		$	86,537	$	79,106
Payroll, other compensation and related expenses			60,976		64,008
Income taxes payable			39,286		22,009
Accruals for future costs related to acquired contracts (Note 2)			28,137		62,645
Accrued product warranty (Note 1T)			21,839		23,279
Accrued interest			16,513		10,891
Loss accrual for future costs on uncompleted contracts			14,546		19,383
Other			40,384		25,577
	Total	$	308,218	$	306,898

        Components in "Other" at March 31, 2005 and 2004 include accrued litigation expense and contingency related-accruals and accrued acquisition earn-outs (see Note 3).

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8. Debt

        A summary of debt is as follows:

		March 31,
		2005		2004
		(in thousands)
Senior subordinated notes, including bond premium of $9,716 at March 31, 2005		$	559,716	$	350,000
Term loan			167,460		214,820
Other obligations			3,087		6,619
			730,263		571,439
Less:
Current installments of long-term debt			2,652		5,864
Short-term bank debt			—		45
	Total long-term debt	$	727,611	$	565,530

        On October 30, 2003, the Company issued $350.0 million aggregate principal amount of 6⁷/8% Senior Subordinated Notes, due November 1, 2013 (the Notes). Interest is payable every six months on May 1 and November 1, which commenced on May 1, 2004. The net proceeds from the offering of the Notes were $341.2 million, after deducting $8.8 million in commissions and fees related to the offering. The net proceeds of the Notes, together with a portion of the Company's available cash and initial borrowings under its credit facility, were used to fund the IDT acquisition, repay certain of DRS's and IDT's outstanding indebtedness, and pay related fees and expenses. The Notes were issued under an indenture with The Bank of New York (the Indenture). Subject to a number of exceptions, the Indenture restricts the Company's ability and the ability of its subsidiaries to incur more debt, pay dividends and make distributions, make certain investments, repurchase stock, create liens, enter into transactions with affiliates, enter into sale lease-back transactions, merge or consolidate, and transfer or sell assets. The Notes are unconditionally guaranteed, jointly and severally, by DRS's current and future wholly-owned domestic subsidiaries. The foreign subsidiaries and certain domestic subsidiaries of DRS do not guarantee the Notes. See Note 15, "Guarantor and Non-guarantor Financial Statements" for additional disclosures.

        On December 23, 2004, the Company issued an additional $200.0 million aggregate principal amount of 6⁷/8% Senior Subordinated Notes due November, 2013. The notes were offered as additional debt securities under the Indenture with the Bank of New York referenced above with identical terms and same guarantors as the existing Notes. The new notes were priced at 105% of the principal amount, reflecting an effective interest rate of approximately 6.13%. The net proceeds of the offering were approximately $208.3 million (including $2.0 million of advanced interest on the new notes that had accrued from November 1, 2004 to December 23, 2004), after deducting $3.7 million in commissions and other costs related to the debt issuance.

        The Company was obligated, pursuant to the terms of its credit agreement, to offer the lenders under its senior credit facility (the Lenders) their pro rata share of the net proceeds of the December 2004 offering. The Company made such offer, and none of the Lenders requested their pro rata share.

        At any time prior to November 1, 2006, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Senior Subordinated Notes issued with the net

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cash proceeds of one or more equity offerings at a redemption price of 106.875% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, subject to certain restrictions. On or after November 1, 2008, DRS may redeem, at its option, all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidating damages, if any:

Year	Percentage
2008	103.438	%
2009	102.292	%
2010	101.146	%
2011 and thereafter	100.000	%

        Simultaneously with the closing of the merger with IDT on November 4, 2003, the Company entered into an amended and restated credit facility for up to an aggregate amount of $411.0 million, replacing DRS's previously existing credit facility. The credit facility consists of a $175.0 million senior secured revolving line of credit and a $236.0 million senior secured term loan. On February 6, 2004, the Company amended the credit facility, reducing the term loan interest rate thereunder to LIBOR plus 1.75%. On May 12, 2005, the Company further amended its credit facility to: (i) adjust for the Company's limitations on certain Asset Sale Proceeds and certain Investments and Acquisitions, as those terms are defined in the credit agreement, and (ii) to allow the Company to declare and pay cash dividends to its stockholders up to an aggregate amount of $25.0 million in any fiscal year. The Company is permitted under its credit facility to borrow up to two additional term loans totaling $100.0 million at any time prior to maturity. The credit facility is guaranteed by substantially all of DRS's domestic subsidiaries. In addition, it is collateralized by liens on substantially all of the assets of the Company's subsidiary guarantors' and certain of DRS's other subsidiaries' assets and by a pledge of a portion of certain of the Company's non-guarantor subsidiaries' capital stock. The term loan and the revolving credit facility will mature in seven and five years, respectively, from the closing date of the credit facility. The Company drew down the full amount of the term loan to fund a portion of the IDT acquisition, to repay the existing term loan and certain of IDT's outstanding indebtedness, and to pay related fees and expenses. There were no initial borrowings under the revolving line of credit.

        Borrowings under the credit facility bear interest, at the Company's option, at either: a "Base Rate," which is defined as the higher of (A) the Prime Rate or (B) the Federal Funds Rate plus 0.50%. Revolving credit loans that are base rate loans bear interest at the base rate plus a spread ranging from 0.50% to 1.25% per annum, depending on the Company's total leverage ratio (TLR) at the time of determination. Revolving credit loans that are LIBOR rate loans bear interest at LIBOR plus a spread ranging from 1.75% to 2.50% per annum, depending on the Company's TLR. Term loans that are base rate loans bear interest at the base rate plus 0.50%. Term loans that are LIBOR rate loans bear interest at LIBOR plus 1.75%. TLR is defined as the ratio of total debt minus the sum of (A) performance-based letters of credit, and (B) so long as there are no outstanding revolving credit loans, an amount (not to exceed $100.0 million) equal to the amount of the Company's cash and cash equivalents immediately available to repay the obligations, thereof, to EBITDA, as defined in the credit agreement. For the fiscal year ended March 31, 2005, the Company repaid $45.0 million of its term loan and recognized a $1.1 million charge to interest and related expenses for the related reduction in deferred debt issuance costs. On April 29, 2005, the Company repaid an additional $10.0 million of its term loan and recognized a $0.2 million charge to interest and related expenses for the reduction in deferred issuance costs.

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        The Company pays commitment fees calculated on the average daily unused portion of its revolving line of credit at a rate ranging from 0.375% and 0.50% per annum, depending on the Company's TLR, provided that the amount of outstanding swingline loans, as defined in the credit agreement, shall not be considered usage of the revolving line of credit for the purpose of calculating such commitment fee. The Company pays commissions and issuance fees on its outstanding letters of credit and is obligated to pay or reimburse the issuing lender for such normal and customary costs and expenses incurred or charged by the issuing lender in issuing, effecting payment under, amending or otherwise administering any letter of credit. Letter-of-credit commissions are calculated at a rate ranging from 1.75% to 2.50% per annum, depending on the Company's TLR ratio at the time of issuance, multiplied by the face amount of such letter of credit. Letter-of-credit issuance fees are charged at 0.125% per annum, multiplied by the face amount of such letter of credit. Both letter-of-credit commissions and issuance fees are paid quarterly.

        The Company previously had a $240.0 million credit facility with a syndicate of lenders, with Wachovia Bank, N.A. as the lead lender, consisting of a term loan in the aggregate principal amount of $140.0 million and a $100.0 million revolving line of credit. Repayment terms, collateral and other charges under the previous facility were substantially the same as those pursuant to the credit facility described above. Interest rates under the credit facility are lower than those under the previous facility, based on the February 6, 2004 amendment.

        There are certain covenants and restrictions placed on DRS under the credit facility, including, but not limited to, certain acquisitions, a maximum total leverage ratio, a maximum senior leverage ratio, a minimum fixed-charge coverage ratio and restrictions related to equity issuances, the amount of dividends the Company may declare and pay on its common stock, issuance of additional debt, incurrence of liens and capital expenditures, and a requirement that DRS make mandatory principal prepayments in the manner set forth in the credit agreement on the revolving line of credit loans and the term loans outstanding with 50% of the aggregate net cash proceeds from any equity offering if the Company's total leverage ratio, as defined in the credit agreement, exceeds 3.00 to 1.00. The Company was in compliance with all covenants under the credit facility at March 31, 2005.

        The principal amount of any outstanding revolving credit loans are due and payable in full on the fifth anniversary of the closing date of the IDT merger. The Company is required to repay the aggregate outstanding principal amount of the term loan in consecutive quarterly installments on the last business day of each December, March, June and September, the first of which was paid on December 31, 2003. From December 31, 2003 through September 30, 2009, each such principal payment is $590,000. Each principal payment from December 31, 2009 through September 30, 2010 is approximately $55.5 million.

        As of March 31, 2005, $167.5 million of term loans was outstanding against the credit facility. As of March 31, 2005, the Company had $143.9 million available under its revolving line of credit. The weighted average interest rate on the Company's term loan was 4.4% as of March 31, 2005 (3.0% as of March 31, 2004). There were no borrowings under the Company's revolving line of credit as of March 31, 2005 and March 31, 2004.

        From time to time, the Company enters into standby letter-of-credit and bank guarantee agreements with financial institutions and customers, primarily relating to the guarantee of its future performance on certain contracts to provide products and services and to secure advance payments it has received from its customers. As of March 31, 2005, $33.0 million was contingently payable under letters of credit and bank guarantees. Approximately $0.9 million and $0.9 million in letters of credit and bank guarantees as of March 31, 2005 were issued under IDT's previous credit agreement and by a

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bank agreement for the Company's U.K. subsidiary, respectively, and are not considered when determining the availability under the Company's revolving line of credit.

        The Company has a mortgage note payable that is secured by a lien on its facility located in Palm Bay, Florida, and bears interest at a rate equal to the one-month LIBOR plus 1.65%. In the third quarter of fiscal 2005, the Company terminated an interest rate swap relating to the mortgage that qualified for hedge accounting (see Note 1.M). The balance of the mortgage as of March 31, 2005 and 2004 was $3.0 million and $3.1 million, respectively. Monthly payments of principal and interest totaling approximately $34 thousand will continue through December 1, 2016. The net book value of the Palm Bay facility and land is approximately $2.7 million at March 31, 2005.

        On October 15, 2002, the Company issued an $8.0 million promissory note, bearing interest at 6% per annum, related to the Nytech acquisition. On October 14, 2003, the Company made a $5.0 million principal payment, along with a $0.5 million payment for accrued interest. On October 12, 2004, the Company paid the remaining $3.0 million principal and related accrued interest of $0.2 million.

        During fiscal 2005, the Company had two interest rate swap agreements, each in the amount of $25.0 million, with Wachovia Bank, N.A. and Bank of America Corporation (the Banks), both of which had expiration dates of September 30, 2008. The swap agreements effectively converted the variable interest rate on a total of $50.0 million of the Company's term loan to a fixed interest rate. Under the terms of these swap agreements, the Company paid or received the difference between the variable interest rate payable by the Banks and the fixed 2.59% interest rate payable by the Company. These swap agreements were accounted for as cash flow hedges, and as such, changes in the fair values of the swap agreements were recorded as adjustments to accumulated other comprehensive earnings. On January 18, 2005, the Company terminated the two swap agreements. As a result of the termination, the Company received $1.8 million in cash and recorded an unrealized gain in other comprehensive income, net of taxes, which will be credited to interest expense over the remaining life of the Company's term loan.

        The aggregate maturities of long-term debt for fiscal 2006, 2007, 2008, 2009 and 2010 are $2.7 million, $2.5 million, $2.6 million, $2.6 million and $112.3 million per year, respectively, and $607.6 million thereafter.

9. Supplemental Cash Flow Information

			Year Ended March 31,
			2005		2004		2003
			(in thousands)
Supplemental disclosure of cash flow information:
	Cash paid for:
		Interest	$	32,603	$	11,878	$	11,315
		Income taxes	$	9,755	$	7,898	$	18,663
Supplemental disclosure of significant non-cash investing and financing activities:
	Acquisition earn-out—Nytech		$	6,742	$	3,000	$	—
	Acquisition costs for business combinations		$	613	$	2,945	$	5,119
	Note receivable—sale of operating unit		$	—	$	—	$	3,070
	Promissory note—Nytech acquisition		$	—	$	—	$	8,000

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10. Income Taxes

        Earnings from continuing operations before income taxes consist of the following:

			Year Ended March 31,
			2005		2004		2003
			(in thousands)
Earnings from continuing operations before income taxes:
	Domestic earnings		$	102,318	$	71,203	$	49,878
	Foreign earnings			650		6,128		5,994
		Total	$	102,968	$	77,331	$	55,872

        Income tax expense from continuing operations consists of the following:

		Year Ended March 31,
		2005			2004		2003
		(in thousands)
Income tax expense (benefit) on earnings from continuing operations:
Current:
	Federal	$	17,539		$	2,920	$	19,089
	State		5,140			542		4,635
	Foreign		(383	)		1,577		1,560
			22,296			5,039		25,284
Deferred:
	Federal		17,934			22,580		(791	)
	State		3,597			5,833		402
	Foreign		1,015			337		806
			22,546			28,750		417
Total		$	44,842		$	33,789	$	25,701

        In certain instances, the 2004 and 2003 federal and state current and deferred income tax expense components have been reclassified to conform to the 2005 presentation for comparative purposes. Income tax expense on earnings from discontinued operations was $1.1 million and $0.6 million for the years ended March 31, 2005 and 2004, respectively.

        Deferred income taxes reflect the impact of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The tax effects of

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temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at March 31, 2005 and 2004 are as follows:

		March 31,
		2005			2004
		(in thousands)
Deferred tax assets:
	Acquired federal net operating loss carryforwards	$	5,057		$	5,818
	State net operating loss carryforwards		5,300			4,985
	Foreign net operating loss carryforwards		3,956			4,405
	Tax credit carryforwards		216			1,053
	Costs accrued on uncompleted contracts		14,652			7,113
	Inventory capitalization		6,449			4,759
	Allowance for doubtful accounts		1,380			528
	Deferred compensation		9,321			8,036
	Accrued liabilities		24,369			32,103
	Other		3,487			5,624
Total gross deferred tax assets			74,187			74,424
Less valuation allowance			(6,515	)		(9,168	)
Deferred tax assets			67,672			65,256
Deferred tax liabilities:
	Depreciation and amortization		12,201			17,825
	Long-term contract costs		18,111			2,692
	Goodwill and intangibles		29,308			11,834
	Federal impact of state benefits		1,855			1,160
	Work in progress		345			9,528
	Other		649			1,188
Deferred tax liabilities			62,469			44,227
	Net deferred tax assets	$	5,203		$	21,029

        Certain 2004 components of deferred tax assets and liabilities have been reclassified to conform to the 2005 presentation for comparative purposes.

        A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company has established a valuation allowance for a portion of the deferred tax assets attributable to state and foreign loss carryforwards at March 31, 2005 and 2004, due to the uncertainty of future earnings of certain subsidiaries of the Company and the status of applicable statutory regulations that could limit or preclude utilization of these benefits in future periods. During the fiscal year ended March 31, 2005, the valuation allowance decreased by $2.7 million as follows: a $0.6 million net decrease in the valuation allowance due to the utilization of U.K. net operating losses and temporary differences against prior year taxable income offset in part by a valuation allowance on current losses net of group relief provisions in the U.K. tax law and a $2.1 million decrease in the valuation allowance associated with various state net operating losses due to their current year utilization, expiration or elimination, and reassessment of future years' utilization. Based upon the level of historical taxable income and projections for future taxable income over the period in which the Company's deferred tax assets are deductible, management believes it is more

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likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances, at March 31, 2005 and 2004.

        As of March 31, 2005, the Consolidated Balance Sheet includes current deferred tax assets of $25.7 million and non-current deferred tax assets and (liabilities) of $1.5 million and $(22.0) million, respectively. As of March 31, 2004, the Consolidated Balance Sheet includes current deferred tax assets and non-current deferred tax (liabilities) of $31.9 million and $(10.9) million, respectively.

        The loss carryforwards available at March 31, 2005 include $14.4 million of U.S. federal and $52.8 million of state net operating loss carryforwards, which expire between fiscal years 2006 and 2025, and $13.2 million of foreign losses, of which the majority will carry forward indefinitely. All of the Company's remaining U.S. federal net operating loss carryforwards as of March 31, 2005 were acquired in connection with the NAI acquisition, and approximately $6.9 million and $8.1 million of its remaining state net operating loss carryforwards were acquired in connection with the NAI and IDT acquisitions, respectively. The remaining acquired IDT U.S. federal net operating losses were utilized in the year ended March 31, 2005. The annual utilization of the NAI and IDT net operating loss carryforwards is subject to limitation under Section 382 of the Internal Revenue Code. Future utilization of these net operating loss carryforwards may result in an adjustment to goodwill to the extent it reduces any related valuation allowance.

        The Company is currently under examination by the Internal Revenue Service for the years ended March 31, 1999 through March 31, 2004 and by various state jurisdictions for various fiscal years, which could result in challenges to tax positions taken and, accordingly, the Company may record adjustments to provisions based on the outcomes of such matters. However, the Company believes that the resolution of these matters, after considering amounts accrued, will not have a material adverse effect on its consolidated financial statements.

        A reconciliation of the expected U.S. federal income tax rate to the actual (effective) income tax rate is as follows:

		Year Ended March 31,
		2005		2004		2003
Expected U.S. federal income tax expense		35.0	%	35.0	%	35.0	%
Difference between U.S. and foreign tax rates		0.1	%	(0.1	)%	—
State income tax rate, net of federal income tax benefit		7.6	%	5.3	%	5.5	%
Nondeductible expenses		1.2	%	3.2	%	1.8	%
Change in valuation allowance		(0.3	)%	1.5	%	2.9	%
Foreign investment tax credits		(0.5	)%	(0.7	)%	(1.4	)%
Other		0.4	%	(0.5	)%	2.2	%
	Total	43.5	%	43.7	%	46.0	%

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11.    Common Stock and Stock Compensation Plans

        Common Stock    On May 13, 2005, the Company announced that its Board of Directors declared its first ever quarterly cash dividend of $0.03 per share on the Company's common stock. The dividend is payable on June 30, 2005 to stockholders of record as of the close of business on June 15, 2005.

        On January 22, 2004, a special meeting of the Company's stockholders was held at which the Company's stockholders approved an amendment to its certificate of incorporation to increase the Company's authorized common stock from 30,000,000 shares to 50,000,000 shares. In addition, the Company's stockholders approved an amendment and restatement of the Company's 1996 Omnibus Plan to increase the maximum number of shares available for award from 3,875,000 to 5,875,000. As of March 31, 2005 and 2004, the authorized capital of the Company also included 2.0 million shares of preferred stock (no shares issued).

        On November 4, 2003, the Company issued 4,323,172 shares of DRS common stock in connection with the Company's acquisition of IDT (see Note 2).

        On December 20, 2002, the Company issued 5,462,500 shares of its common stock in a public offering for $28.00 per share. The Company received proceeds of $144.3 million, net of $8.6 million of underwriters' fees and other costs associated with the offering. Approximately $12.0 million of the proceeds were used during the third quarter of fiscal 2003 to repay certain debt balances assumed in connection with the Company's November 27, 2002 acquisition of Paravant (see Note 2). The balance of the proceeds was used for the Kaman Electromagnetics Development Center and Power Technology Incorporated acquisitions and to provide funds for potential future acquisitions and working capital needs.

        Stock Compensation Plans    The 1991 Stock Option Plan (the 1991 Plan) provided for the grant of options to purchase a total of 600,000 shares of DRS common stock through February 6, 2001. Options still outstanding at the time of the 1991 Plan's expiration remain in effect, as granted.

        On August 7, 1996, the stockholders approved the 1996 Omnibus Plan (Omnibus Plan). Under the terms of the Omnibus Plan, options may be granted to key employees, directors and consultants of the Company. The Omnibus Plan initially was limited to 500,000 shares of DRS common stock and has since been increased, with stockholder approval, to 5,875,000 at March 31, 2005. Awards under the Omnibus Plan are at the discretion of the Executive Compensation Committee and may be made in the form of: (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock and restricted stock units, (v) phantom stock, (vi) stock bonuses and (vii) other awards. Unless the Executive Compensation Committee expressly provides otherwise, options granted under the Omnibus Plan have a term of ten years and generally are not exercisable prior to one year after the date of grant, with 25% of the options granted exercisable on each of the first four anniversaries of the date of grant. As of March 31, 2005, 1,118,324 shares remain available for future grants under the Omnibus Plan.

        During fiscal 1999, the Board of Directors issued options to purchase 250,000 shares of DRS common stock with vesting terms similar to awards issued in fiscal 1999 under the Omnibus Plan at exercise prices in excess of the market price on the date of grant. The options expire in 2009.

        The stock options exercised during fiscal 2000 included 50,000 shares, which are being held by the Company in "book entry" form. Book entry shares are not considered issued or outstanding and are

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excluded from the tables below. However, these shares are included in the Company's diluted earnings per share calculations for fiscal 2005, 2004 and 2003.

        A summary of stock option activity is as follows:

		Number of Shares of Common Stock		Weighted Average Exercise Price
Outstanding at March 31, 2002		2,112,820		$	17.52
	Granted	767,850		$	32.10
	Exercised	(125,434	)	$	8.95
	Expired or cancelled	(54,187	)	$	27.22
Outstanding at March 31, 2003		2,701,049		$	21.87
	Granted	904,340		$	26.89
	Exercised	(185,115	)	$	10.64
	Expired or cancelled	(179,049	)	$	29.08
Outstanding at March 31, 2004		3,241,225		$	23.53
	Granted	751,750		$	36.30
	Exercised	(426,742	)	$	18.98
	Expired or cancelled	(217,872	)	$	30.41
Outstanding at March 31, 2005		3,348,361		$	26.52

        As of March 31, 2005, 2004 and 2003, 1,692,158, 1,486,197 and 1,177,841 options were exercisable, respectively, at weighted average exercise prices of $20.64, $17.54 and $13.53, respectively.

        Information regarding all options outstanding at March 31, 2005 follows:

	Options Outstanding
					Options Exercisable
				Weighted Average Remaining Contractual Life
Range of Exercise Prices:	Number of Options	Weighted Average Exercise Price			Number of Options	Weighted Average Exercise Price
$  6.00 - $10.99	398,975	$	8.64	3.43 years	398,975	$	8.64
$11.00 - $16.00	487,837	$	12.46	4.81 years	487,837	$	12.46
$16.01 - $26.00	381,506	$	25.30	8.46 years	98,844	$	24.84
$26.01 - $31.00	439,305	$	28.14	8.70 years	128,858	$	27.80
$31.01 - $33.00	485,000	$	32.08	7.61 years	228,000	$	32.08
$33.01 - $37.00	452,988	$	34.10	6.79 years	312,894	$	33.98
$37.01 and over	702,750	$	37.38	9.44 years	36,750	$	38.45
Total	3,348,361	$	26.52	7.22 years	1,692,158	$	20.64

        During fiscal 2005 and 2004, the Company awarded 2,400 and 135,250 shares, respectively, of restricted stock to certain employees, as permitted under the Omnibus Plan, 22,170 of which have been forfeited through March 31, 2005. Restricted stock is granted in the name of the employee, who has all the rights of a stockholder, subject to certain restrictions. The restricted stock shares cliff vest three years from the date of grant. Upon issuance of the restricted stock during fiscal 2005 and 2004, unearned compensation of $69 thousand and $4.0 million, respectively was charged to stockholders'

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equity for the fair value of the restricted stock. Compensation expense, net of the value of forfeited shares, is recognized over a three-year period from the date of grant. Compensation expense for the years ended March 31, 2005 and 2004 was $985 thousand and $321 thousand, respectively.

        In fiscal 2004, the Company issued 12,350 restricted stock units to certain employees, 1,530 of which have been forfeited through March 31, 2005. Restricted stock units are granted in the name of the employee; however, the participant has no rights as a stockholder. These restricted stock units are redeemed for DRS common stock once a three-year cliff vesting period has been satisfied. The cost of the grants, as determined by the market prices of the common stock at the grant dates, are being recognized over the vesting period, and are included in stock-based compensation expense on the consolidated statements of earnings. Compensation expense related to restricted stock units was $103 thousand and $35 thousand in fiscal 2005 and 2004, respectively.

12.    Pensions and Other Employee Benefits

        The Company maintains multiple pension plans, both contributory and non-contributory, covering employees at certain locations. Eligibility for participation in the plans vary, and benefits generally are based on the participant's compensation and years of service, as defined. The Company's funding policy is generally to contribute in accordance with cost accounting standards that affect government contractors, subject to the Internal Revenue Code and regulations therein. Plan assets are invested primarily in U.S. government and U.S. government agency instruments, listed stocks and bonds.

        The Company also provides postretirement medical benefits for certain retired employees and dependents at certain locations. Participants are eligible for these benefits when they retire from active service and meet the eligibility requirements for the Company's pension plans. The Company's contractual arrangements with the U.S. government provide for the recovery of contributions to a Voluntary Employees' Beneficiary Association (VEBA) trust and, for non-funded plans, recovery of claims on a pay-as-you-go basis, subject to the Internal Revenue Code and regulations therein, with the retiree generally paying a portion of the costs through contributions, deductibles and coinsurance provisions.

        The Company also maintains two non-contributory and unfunded supplemental retirement plans: the Supplemental Executive Retirement Plan (DRS SERP), as amended, which was established on February 1, 1996 for the benefit of certain key executives; and the DRS Supplemental Retirement Plan (DRS SRP), as amended, which was established for the benefit of certain employees who were transferred to DRS in connection with the Company's fiscal 1998 acquisition of certain assets of the Ground Electro-Optical Systems and Focal Plane Array businesses of Raytheon Company. Pursuant to the DRS SERP, the Company will provide retirement benefits to each key executive, based on years of service and final average annual compensation as defined therein. The DRS SRP benefits are based on the eligible employees' final average earnings, as defined, and their Social Security benefit.

        The following table provides a reconciliation of benefit obligations, plan assets and funded status associated with the pension, postretirement and supplemental retirement plans. The Company uses a

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December 31 measurement date to calculate its end of year (March 31) benefit obligations, fair value of plan assets and annual net periodic benefit cost.

		Funded Defined Benefit Pension Plans						Postretirement Benefit Plans						Supplemental Retirement Plans
		2005			2004			2005			2004			2005			2004
		(in thousands)
Change in benefit obligation:
	Benefit obligation at beginning of year	$	94,737		$	47,761		$	14,776		$	8,840		$	11,680		$	7,974
	Benefit obligation assumed through acquisition		—			31,152			—			4,514			—			—
	Addition of a plan		—			9,569			171			—			—			—
	Service cost		3,858			2,890			535			505			416			441
	Interest cost		5,833			4,560			959			691			962			655
	Plan participants' contributions		101			80			—			—			—			—
	Actuarial loss (gain)		9,710			(2,116	)		1,942			353			1,440			1,946
	Benefits paid		(4,784	)		(957	)		(535	)		(189	)		(78	)		(74	)
	Change in plan provisions		83			—			—			—			4,897			738
	Exchange rate differences		708			1,798			57			62			—			—
	Benefit obligation at end of year		110,246			94,737			17,905			14,776			19,317			11,680
Change in plan assets:
	Fair value of plan assets at beginning of year		78,918			39,518			695			696			—			—
	Fair value of plan assets assumed through acquisition		—			24,755			—			—			—			—
	Addition of a plan		—			4,729			—			—			—			—
	Actual return on plan assets		6,995			7,295			18			1			—			—
	Plan participants' contributions		101			80			—			—			—			—
	Employer contributions		6,702			2,100			2,661			187			78			74
	Additional asset transfer		—			390			—			—			—			—
	Benefits paid		(4,784	)		(957	)		(535	)		(189	)		(78	)		(74	)
	Exchange rate differences		462			1,008			—			—			—			—
	Fair value of plan assets at end of year		88,394			78,918			2,839			695			—			—
Net amount recognized:
	Funded status of the plans		(21,852	)		(15,819	)		(15,066	)		(14,081	)		(19,317	)		(11,680	)
	Contributions from measurement date to fiscal year end		257			509			—			1,289			4			—
	Unrecognized transition obligation		—			—			542			529			—			—
	Unrecognized loss		14,773			5,494			2,984			963			4,006			2,571
	Unrecognized prior service cost		77			—			—			—			7,884			3,765
	Net amount recognized	$	(6,745	)	$	(9,816	)	$	(11,540	)	$	(11,300	)	$	(7,423	)	$	(5,344	)

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        The amounts recognized in the Consolidated Balance Sheets as of March 31, consist of:

	Funded Defined Benefit Pension Plans						Postretirement Benefit Plans						Unfunded Supplemental Retirement Plans
	2005			2004			2005			2004			2005			2004
	(in thousands)
Intangible asset	$	77		$	—		$	—		$	—		$	4,296		$	2,934
Accumulated other comprehensive loss		6,775			4,862			—			—			—			432
Prepaid benefit cost		7			11			—			—			—			—
Contributions from measurement date to fiscal year end		257			509			—			1,289			4			—
Accrued benefit liability		(13,861	)		(15,198	)		(11,540	)		(12,589	)		(11,723	)		(8,710	)
Net amounts recognized	$	(6,745	)	$	(9,816	)	$	(11,540	)	$	(11,300	)	$	(7,423	)	$	(5,344	)

        The aggregate accumulated benefit obligation (ABO) for all of the Company's pension/retirement plans combined was $108.0 million and $90.9 million at March 31, 2005 and 2004, respectively. The table below represents the aggregate ABO and fair value of plan assets for those pension plans with an ABO in excess of the fair value of plan assets at March 31, 2005 and 2004.

	2005		2004
	(in thousands)
Accumulated benefit obligation	$	57,239	$	50,543
Fair value of plan assets	$	32,409	$	31,574

        The table below represents the aggregate benefit obligation and fair value of plan assets for those plans with benefit obligations in excess of the fair value of plan assets at March 31, 2005 and 2004.

	2005		2004
	(in thousands)
Benefit obligation	$	147,468	$	121,193
Fair value of plan assets	$	91,233	$	79,613

        Because the ABO exceeds the fair value of plan assets, the Company has recognized in the Consolidated Balance Sheets at March 31, 2005 and 2004 the additional minimum liability of the unfunded accumulated benefit obligation. The increase in minimum liability included in other comprehensive income is as follows:

	Funded Defined Benefit Plans						Unfunded Supplemental Retirement Plans
	2005			2004			2005		2004
	(in thousands)
Other comprehensive (loss) income	$	(1,913	)	$	(4,862	)	$	432	$	(432	)

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        The following weighted average actuarial assumptions were used to determine the benefit obligation and funded status of the plans:

		Funded Pension Plans				Postretirement Benefit Plans				Unfunded Supplemental Retirement Plans
		2005		2004		2005		2004		2005		2004
Rate assumptions
	Discount rate	5.65	%	6.15	%	5.65	%	6.25	%	5.80	%	6.25	%
	Increase in future compensation levels	3.85	%	3.95	%	—		—		4.10	%	3.90	%

        The following table summarizes the components of net periodic benefit cost for the Company's pension, postretirement and supplemental retirement plans.

		Funded Pension Plans for the Year Ended									Postretirement Benefit Plans for the Year Ended								Unfunded Supplemental Retirement Plans for the Year Ended
		2005			2004			2003			2005			2004			2003		2005		2004		2003
		(in thousands)
Components of net periodic benefit cost:
	Service cost	$	3,858		$	2,890		$	2,605		$	535		$	505		$	326	$	416	$	441	$	413
	Interest cost		5,833			4,560			2,604			959			691			414		962		655		520
	Expected return on plan assets		(6,410	)		(4,444	)		(3,184	)		(92	)		(33	)		—		—		—		—
	Amortization of unrecognized actuarial loss (gain)		130			541			—			54			(2	)		277		5		125		70
	Transition obligation		—			—			—			37			34			30		—		—		—
	Amortization of unrecognized prior-service cost		5			—			—			—			—			27		777		298		261
	Net periodic expense	$	3,416		$	3,547		$	2,025		$	1,493		$	1,195		$	1,074	$	2,160	$	1,519	$	1,264

        The following weighted average actuarial assumptions were used to determine the net periodic cost of the plans:

		Funded Pension Plans						Postretirement Benefit Plans						Unfunded Supplemental Retirement Plans
		2005		2004		2003		2005		2004		2003		2005		2004		2003
Rate assumptions
	Discount rate	6.15	%	6.35	%	6.70	%	6.25	%	6.50	%	6.70	%	6.25	%	6.75	%	6.70	%
	Expected long-term return on plan assets	8.00	%	8.10	%	9.20	%	7.25	%	7.25	%	—		—		—		—
	Increase in future compensation levels	3.95	%	3.90	%	3.60	%	—		—		—		4.10	%	3.90	%	3.90	%

        The expected long-term return on plan assets assumption represents the average rate that the Company expects to earn over the long term on the assets of the Company's benefit plans, including those from dividends, interest income and capital appreciation. The assumption has been determined based on expectations regarding future rates of return for the plans' investment portfolio, with consideration given to the allocation of investments by asset class and historical rates of return for each individual asset class.

        The annual increase in cost of benefits (health care cost trend rate) is assumed to be an average of 12% in fiscal 2006 and is assumed to gradually decrease to a rate of 4.5% in fiscal 2010 and thereafter. Assumed healthcare cost trend rates have an effect on amounts reported for postretirement medical benefit plans. A one percentage point decrease in the assumed healthcare cost trend rates would have

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the effect of decreasing the annual aggregate service and interest cost by $17 thousand and the postretirement medical obligations by $166 thousand. A one percentage point increase in the assumed healthcare cost trend rate would have the effect of increasing the annual aggregate service and interest cost by $14 thousand and the postretirement medical obligations by $142 thousand.

        The Company has the responsibility to formulate the investment policies and strategies for each plan's assets. The overall domestic plans' policies and strategies, which differ from plan to plan, include: maintaining the highest possible return commensurate with the level of assumed risk, preserving the benefit security for the plan's participants, and maintaining the fund at an appropriately funded status (inclusive of fees).

        The Company does not involve itself with the day-to-day operations and selection process of individual securities and investments, and, accordingly, has retained the professional services of investment management organizations to fulfill those tasks. The investment management organizations have investment discretion over the assets placed under their management. The Company provides each investment manager with specific investment guidelines relevant to its asset class. The table below presents the ranges for each major category of the domestic and foreign plans' assets at March 31, 2005:

Asset Category	Target Asset Allocation Range
Equity securities	30%	-	85%
Debt securities	10%	-	60%
Other, primarily cash and cash equivalents	0%	-	25%

        The table below represents the Company's domestic pension plans and postretirement benefit plans weighted-average asset allocation at March 31, 2005 and 2004 by asset category:

	Asset Allocation
Asset Category
	2005		2004
Equity securities	64	%	61	%
Debt securities	28	%	36	%
Other, primarily cash and cash equivalents	8	%	3	%
Total	100	%	100	%

        For fiscal 2006, the Company expects to contribute $4.1 million and $1.8 million to its pension plans and postretirement plans, respectively.

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        The following table presents expected pension and post-retirement benefit payments:

	Pension Benefits		Postretirement Payments		Supplemental Retirement Plan Payments
	(in thousands)
2006	$	4,742	$	768	$	169
2007	$	4,865	$	838	$	230
2008	$	5,201	$	894	$	269
2009	$	5,624	$	966	$	532
2010	$	6,275	$	1,045	$	594
Years 2011 - 2015	$	40,028	$	6,565	$	6,302

        The Company maintains defined contribution plans covering substantially all domestic full-time eligible employees. The Company's contributions to these plans for fiscal 2005, 2004 and 2003 amounted to $13.8 million, $9.4 million and $6.0 million, respectively.

13.    Commitments, Contingencies and Related Party Transactions

        Commitments and Contingencies    At March 31, 2005, the Company was party to various noncancellable operating leases that expire at various dates through 2021 (principally for administration, engineering and production facilities) with minimum rental payments as follows:

	(in thousands)
2006	$	23,688
2007		19,027
2008		13,526
2009		11,580
2010		10,041
Thereafter		15,893
Total	$	93,755

        It is not certain as to whether the Company will negotiate new leases as existing leases expire. Determinations to that effect will be made as existing leases approach expiration and will be based on an assessment of the Company's capacity requirements at that time.

        Rent expense was $26.3 million, $22.2 million and $18.9 million in fiscal 2005, 2004 and 2003, respectively.

        As of March 31, 2005, $33.0 million was contingently payable under letters of credit and bank guarantees (see Note 8).

        The Company is party to various legal actions and claims arising in the ordinary course of its business. In the Company's opinion, the Company has adequate legal defenses for each of the actions and claims.

        Various legal actions, claims, assessments and other contingencies arising in the normal course of the Company's business, including certain matters described below, are pending against the Company and certain of its subsidiaries. These matters are subject to many uncertainties, and it is possible that some of these matters could be ultimately decided, resolved or settled adversely. The Company has

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recorded accruals for losses related to those matters that it considers to be probable and that can be reasonably estimated. Although the ultimate amount of liability at March 31, 2005 that may result from those matters for which the Company has recorded accruals is not ascertainable, the Company believes that any amounts exceeding the Company's recorded accruals should not materially affect the Company's financial condition or liquidity.

        On October 3, 2001, a lawsuit was filed in the United States District Court of the Eastern District of New York by Miltope Corporation, a corporation of the State of Alabama, and IV Phoenix Group, Inc., a corporation of the State of New York, against DRS Technologies, Inc., DRS Electronic Systems, Inc. and a number of individual defendants, several of whom had been employed by DRS Electronic Systems, Inc. The plaintiffs' claims against DRS alleged infringement of a number of patents, breach of a confidentiality agreement, misappropriation of trade secrets, unjust enrichment and unfair competition. The claims related generally to the activities of certain former employees of IV Phoenix Group and the hiring of some of those employees by the Company. The plaintiffs sought damages of not less than $5.0 million for each of the claims. The plaintiffs also alleged claims for tortious interference with business relationships, tortious interference with contracts and conspiracy to breach fiduciary duty. The plaintiffs sought damages of not less than $47.1 million for each claim. In addition, plaintiffs sought punitive and treble damages, injunctive relief and attorney's fees. In the Company's answer, the Company denied the plaintiffs' allegations and vigorously defended this action. In February 2002, plaintiffs filed an amended complaint, which eliminated the patent infringement claims and added claims related to statutory and common-law trademark infringement. The matter went to trial in February 2005, which proceeding ended in a mistrial. On May 4, 2005, the Company entered into a settlement agreement with plaintiffs Miltope Corporation and IV Phoenix Group, Inc., pursuant to which the Company agreed to pay $7.5 million to the plaintiffs, and litigation involving the parties was resolved to their satisfaction, with the elimination of all outstanding claims. A charge of $6.5 million was recorded in fiscal 2005 to increase the accrual for the matter to $7.5 million as of March 31, 2005, which was paid on May 5, 2005 and the litigation was dismissed.

        Some environmental laws, such as the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (also known as CERCLA or the Superfund law) and similar state statutes, can impose liability for the entire cost of the clean up of contaminated sites upon any of the current or former site owners or operators (or upon parties who sent waste to these sites), regardless of the lawfulness of the original activities that led to the contamination. In July 2000, prior to its acquisition by IDT, and prior to DRS's acquisition of IDT, Tech-Sym Corporation received a Section 104(e) Request for Information from the National Park Service (NPS), pursuant to CERCLA, regarding a site known as the Orphan Mine site in the Grand Canyon National Park, Arizona, which is the subject of an NPS investigation regarding the presence of residual radioactive materials and contamination. Tech-Sym Corporation's predecessor operated this uranium mine from 1956 to 1967. In 1962, the land was sold to the U.S. government, although the mining rights for the next 25 years were retained. Tech-Sym Corporation sold the mining rights in 1967, and the Company believes that the mine was operated until approximately 1972. The Company believes that there are other companies in the chain of title to the mining rights subsequent to Tech-Sym, and, accordingly, that there are other potentially responsible parties (PRPs) for the environmental conditions at the site, including the U.S. government as owner of the land. During its period of ownership, IDT retained a technical consultant in connection with this matter, who conducted a limited, preliminary review of site conditions and communicated with the NPS regarding actions that may be required at the site by all of the PRPs. In addition, the Company retained a technical consultant, who reviewed the existing documentation. The initial remediation estimate for the site was $0.8 million and the second was $1.0 million, each developed independently of the other. On February 6, 2005, the NPS sent the Company an Engineering

105

Evaluation/Cost Analysis Work Plan under CERCLA (the "CERCLA Letter") with regards to Operable Unit 1 (the upper mine area) of the Orphan Mine site. The CERCLA Letter requested (a) payment of $0.5 million for costs incurred by the NPS related to the Orphan Mine, and (b) a "good faith offer" to conduct the response activity outlined by the NPS and to reimburse the NPS for future costs. The NPS advised that a similar letter has been sent to another PRP. The Company has initiated discussions with such other PRP, and the parties now are required to provide a response to the NPS. As of March 31, 2005, the Company had approximately $1.0 million accrued in connection with the potential remediation effort at the Orphan Mine site. In the event of remediation, the Company may incur charges in excess of that amount and/or may have its liability reduced to the extent that other PRPs are required to participate in the remediation effort. The Company will continue to evaluate its estimate to the extent additional information arises.

        On November 24, 2004, a lawsuit was filed in the United States District Court for the District of Colorado by ITT Industries, Inc., a corporation of the State of Indiana, against DRS Tactical Systems, Inc. The plaintiff alleges DRS breached a subcontract between DRS and ITT and seeks damages in excess of $5.0 million. The claim generally relates to the performance by DRS and its predecessors, DRS Tactical Systems (West), Inc. and Catalina Research Inc., under a subcontract for a component being supplied to ITT under ITT's prime contract with the U.S. Army. On February 14, 2005, DRS Tactical Systems, Inc. filed its answer, affirmative defenses and counterclaims. The counterclaims allege breach of contract and breach of duties of good faith and fair dealing and seek damages in excess of $2.7 million. The Company and ITT have agreed to conduct nonbinding mediation. On April 13, 2005, the District Court of Colorado granted the parties' joint motion to stay the scheduling order until September 1, 2005 to allow for such mediation. The Company continues to believe that it has meritorious defenses and counterclaims and does not believe the action will have a material adverse effect on its financial position, results of operations or liquidity.

        Related Party Transactions    The Company currently leases a building in Oakland, New Jersey owned by LDR Realty Co., a partnership that was wholly owned, in equal amounts, by David E. Gross, DRS's co-founder and the former President and Chief Technical Officer, and the late Leonard Newman, DRS's co-founder and the former Chairman of the Board, Chief Executive Officer and Secretary and the father of Mark S. Newman, DRS's current Chairman of the Board, President and Chief Executive Officer. The lease agreement with a monthly rental of $21.2 thousand expires on April 30, 2007. Following Leonard Newman's death in November 1998, Mrs. Ruth Newman, the wife of Leonard Newman and the mother of Mark S. Newman, succeeded to Leonard Newman's interest in LDR Realty Co.

        Skadden, Arps, Slate, Meagher & Flom LLP, a law firm to which a member of our Board is of counsel, provides legal services to DRS. The Company paid $1.4 million, $2.9 million and $2.5 million in fees to the firm during fiscal 2005, 2004 and 2003, respectively.

        Kronish Lieb Weiner & Hellman LLP, a law firm of which Alison Newman, sister of Mark S. Newman, is a partner, provides legal services to DRS. The amounts paid to the firm during each of the years in the three-year period ended March 31, 2005 were immaterial.

14.    Operating Segments

        The C4I Group is comprised of the following business areas: Command, Control and Communications (C3), which includes naval display systems, ship communications systems, radar systems, technical support, electronic manufacturing and system integration services, and secure voice and data communications; Power Systems, which includes naval and industrial power generation,

106

conversion, propulsion, distribution and control systems; Intelligence Technologies, which includes signals intelligence, communications intelligence, data collection, processing and dissemination equipment; and Tactical Systems, which includes battle management tactical computer systems and peripherals.

        The Surveillance and Reconnaissance Group is comprised of the following business areas: Reconnaissance, Surveillance and Target Acquisition (RSTA), which develops and produces electro- optical sighting, targeting and weapon sensor systems, high-speed digital data and imaging systems, aircraft weapons alignment systems, mission and flight recorders and image intensification (I²) night vision, combat identification and laser aimers/illuminator products, and provides electronic manufacturing services; Training and Control Systems, which develops and produces air combat training, electronic warfare and network systems and unmanned vehicles; and Test & Energy Management, which develops and produces electronic test, diagnostics and vehicle electronics.

        Other includes the activities of DRS Corporate Headquarters and DRS Ahead Technology (for the period it was owned by the Company through the first quarter of fiscal 2003) and certain non-operating subsidiaries of the Company. The assets of DRS Ahead Technology were sold on May 27, 2002 (see Note 2).

        Transactions between segments generally are negotiated and accounted for under terms and conditions that are similar to other government and commercial contracts; however, these intercompany transactions are eliminated in consolidation. Other accounting policies of the segments are consistent with those described in the summary of significant accounting policies (see Note 1). The Company evaluates segment-level performance based on revenues and operating income, as presented in the Consolidated Statements of Earnings. Operating income, as shown, includes amounts allocated from DRS Corporate operations using an allocation methodology prescribed by U.S. government regulations

107

for government contractors. The segment financial data excludes the assets and results of discontinued operations. Information about the Company's operating segments follows:

			C4I			SR			Other			Total
			(in thousands)
Fiscal 2005:
	Total revenues		$	702,404		$	616,743		$	—		$	1,319,147
		Intersegment revenues		(1,972	)		(8,575	)		—			(10,547	)
	External revenues		$	700,432		$	608,168		$	—		$	1,308,600
	Operating income (loss)		$	73,566		$	69,893		$	(327	)	$	143,132
	Total assets		$	785,150		$	747,250		$	361,098		$	1,893,498
	Depreciation and amortization		$	12,923		$	24,940		$	3,105		$	40,968
	Capital expenditures		$	12,242		$	16,923		$	5,356		$	34,521
Fiscal 2004:
	Total revenues		$	554,394		$	438,094		$	—		$	992,488
		Intersegment revenues		(2,120	)		(3,437	)		—			(5,557	)
	External revenues		$	552,274		$	434,657		$	—		$	986,931
	Operating income		$	58,652		$	44,597		$	83		$	103,332
	Assets of continuing operations		$	753,273		$	714,014		$	117,808		$	1,585,095
	Depreciation and amortization		$	9,163		$	17,005		$	2,268		$	28,436
	Capital expenditures		$	7,607		$	12,920		$	3,917		$	24,444
Fiscal 2003:
	Total revenues		$	372,542		$	303,346		$	1,349		$	677,237
		Intersegment revenues		(1,389	)		(86	)		—			(1,475	)
	External revenues		$	371,153		$	303,260		$	1,349		$	675,762
	Operating income (loss)		$	33,363		$	35,143		$	(822	)	$	67,684
	Total assets		$	537,232		$	322,091		$	134,068		$	993,391
	Depreciation and amortization		$	7,873		$	7,460		$	1,281		$	16,614
	Capital expenditures		$	4,571		$	10,908		$	6,047		$	21,526

        Revenues, total assets, and property, plant and equipment by geographic location are presented in the table below. Revenues are attributed to countries based on the physical location of the operating unit generating the revenues. Information about the Company's operations in these geographic locations for each of the three years ended March 31, 2005 is as follows:

		United States		Canada		United Kingdom		Total
Fiscal 2005:
	Revenues	$	1,247,179	$	41,370	$	20,051	$	1,308,600
	Total assets	$	1,817,543	$	47,519	$	28,436	$	1,893,498
	Long-lived assets	$	1,033,435	$	14,509	$	10,757	$	1,058,701
Fiscal 2004:
	Revenues	$	928,924	$	33,788	$	24,219	$	986,931
	Assets of continuing operations	$	1,499,294	$	50,059	$	35,742	$	1,585,095
	Long-lived assets	$	1,003,895	$	17,998	$	18,538	$	1,040,431
Fiscal 2003:
	Revenues	$	613,568	$	35,718	$	26,476	$	675,762
	Total assets	$	921,530	$	36,443	$	35,418	$	993,391
	Long-lived assets	$	536,073	$	16,515	$	16,666	$	569,254

        Export sales accounted for approximately 14%, 12% and 13% of total revenues in the fiscal years ended March 31, 2005, 2004 and 2003, respectively.

108

        The following table provides a reconciliation of total consolidated assets to assets of continuing operations presented above:

	March 31, 2004
	(in thousands)
Assets of continuing operations	$	1,585,095
Assets of discontinued operations		40,295
Total assets	$	1,625,390

15.    Guarantor and Non-Guarantor Financial Statements

        As further discussed in Note 8, "Debt," the Company has an aggregate of $550.0 million 6⁷/8% Senior Subordinated Notes outstanding. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Company's wholly-owned domestic subsidiaries (the Guarantor Subsidiaries). The foreign subsidiaries and certain domestic subsidiaries of DRS (the Non-Guarantor Subsidiaries) do not guarantee the Notes.

        The following condensed consolidating financial information presents the Condensed Consolidating Balance Sheets as of March 31, 2005 and 2004, the related Condensed Consolidating Statements of Earnings and Condensed Consolidating Statements of Cash Flows for the years ended March 31, 2005, 2004 and 2003 for:

a)

DRS Technologies, Inc. (the Parent),



b)

the Guarantor Subsidiaries,



c)

the Non-guarantor Subsidiaries, and



d)

DRS Technologies, Inc. on a consolidated basis

        The information includes elimination entries necessary to consolidate the Parent with the Guarantor and Non-Guarantor Subsidiaries.

        The Guarantor and Non-guarantor subsidiaries are presented on a combined basis. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial information for each of the Guarantor and Non-guarantor Subsidiaries are not presented because management believes such financial statements would not be meaningful to investors.

109

Condensed Consolidating Balance Sheet

As of March 31, 2005

(in thousands)

			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets
	Cash and cash equivalents		$	300,788	$	(8,272	)	$	14,336	$	—		$	306,852
	Accounts receivable, net			4		209,374			35,391		—			244,769
	Inventories, net			—		165,036			43,105		—			208,141
	Prepaid expenses, deferred income taxes and other current assets			4,645		35,180			2,309		—			42,134
	Assets of discontinued operations			—		—			—		—			—
	Intercompany receivables			412,641		23,269			49,876		(485,786	)		—
		Total current assets		718,078		424,587			145,017		(485,786	)		801,896
Property, plant and equipment, net				12,073		125,422			5,769		—			143,264
Acquired intangible assets, net				—		100,030			—		—			100,030
Goodwill				24,093		768,303			23,011		—			815,407
Deferred income taxes and other noncurrent assets				30,068		3,803			1,679		(2,649	)		32,901
Investment in subsidiaries				397,168		49,635			—		(446,803	)		—
		Total assets	$	1,181,480	$	1,471,780		$	175,476	$	(935,238	)	$	1,893,498
Liabilities and Stockholders' Equity
Current liabilities
	Current installments of long-term debt		$	2,360	$	292		$	—	$	—		$	2,652
	Short-term bank debt			—		—			—		—			—
	Accounts payable			3,146		85,922			22,154		—			111,222
	Accrued expenses and other current liabilities			26,108		263,886			18,193		31			308,218
	Liabilities of discontinued operations			—		—			—		—			—
	Intercompany payables			18,978		465,948			46,772		(531,698	)		—
		Total current liabilities		50,592		816,048			87,119		(531,667	)		422,092
Long-term debt, excluding current installments				724,817		2,794			—		—			727,611
Other liabilities				8,967		51,916			14,131		(2,647	)		72,367
		Total liabilities		784,376		870,758			101,250		(534,314	)		1,222,070
		Total stockholders' equity		397,104		601,022			74,226		(400,924	)		671,428
		Total liabilities and stockholders' equity	$	1,181,480	$	1,471,780		$	175,476	$	(935,238	)	$	1,893,498

110

Condensed Consolidating Balance Sheet

As of March 31, 2004

(in thousands)

			Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current assets
	Cash and cash equivalents		$	55,342	$	(5,630	)	$	7,078	$	—		$	56,790
	Accounts receivable, net			3		196,455			37,737		—			234,195
	Inventories, net			—		140,469			35,056		(86	)		175,439
	Prepaid expenses, deferred income taxes and other current assets			8,381		39,165			1,256		(350	)		48,452
	Assets of discontinued operations			—		40,295			—		—			40,295
	Intercompany receivables			529,706		121,242			50,985		(701,933	)		—
		Total current assets		593,432		531,996			132,112		(702,369	)		555,171
Property, plant and equipment, net				9,853		126,165			6,360		—			142,378
Acquired intangible assets, net				—		97,922			—		—			97,922
Goodwill				23,143		744,013			33,213		(238	)		800,131
Deferred income taxes and other noncurrent assets				30,412		5,019			2,891		(8,534	)		29,788
Investment in subsidiaries				380,049		35,636			—		(415,685	)		—
		Total assets	$	1,036,889	$	1,540,751		$	174,576	$	(1,126,826	)	$	1,625,390
Liabilities and Stockholders' Equity
Current liabilities
	Current installments of long-term debt		$	5,360	$	504		$	—	$	—		$	5,864
	Short-term bank debt			—		—			45		—			45
	Accounts payable			2,415		70,442			11,435		—			84,292
	Accrued expenses and other current liabilities			17,333		265,977			24,019		(431	)		306,898
	Liabilities of discontinued operations			—		12,757			—		—			12,757
	Intercompany payables			12,321		615,559			74,025		(701,905	)		—
		Total current liabilities		37,429		965,239			109,524		(702,336	)		409,856
Long-term debt, excluding current installments				562,460		3,070			—		—			565,530
Other liabilities				6,117		45,903			10,893		(8,534	)		54,379
		Total liabilities		606,006		1,014,212			120,417		(710,870	)		1,029,765
		Total stockholders' equity		430,883		526,539			54,159		(415,956	)		595,625
		Total liabilities and stockholders' equity	$	1,036,889	$	1,540,751		$	174,576	$	(1,126,826	)	$	1,625,390

111

Condensed Consolidating Statement of Earnings
Fiscal Year Ended March 31, 2005
(in thousands)

		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues		$	—		$	1,116,949		$	211,184		$	(19,533	)	$	1,308,600
Costs and expenses			326			983,589			201,172			(19,619	)		1,165,468
	Operating income		(326	)		133,360			10,012			86			143,132
Interest income			2,246			97			117			—			2,460
Interest and related expenses			39,462			162			126			—			39,750
Other income (expense), net			83			(161	)		(641	)		—			(719	)
Management fees			1,925			(1,764	)		(161	)		—			—
Royalties			1,890			(185	)		(1,705	)		—			—
Intercompany interest			26,951			(26,687	)		(264	)		—			—
	Earnings before minority interest and income taxes		(6,693	)		104,498			7,232			86			105,123
Minority interests			—			—			2,155			—			2,155
	Earnings before income taxes		(6,693	)		104,498			5,077			86			102,968
Income taxes			(2,917	)		45,508			2,212			39			44,842
Earnings from continuing operations			(3,776	)		58,990			2,865			47			58,126
Earnings from discontinued operations (including gain on disposal), net of income taxes			693			1,858			—			—			2,551
	Net earnings	$	(3,083	)	$	60,848		$	2,865		$	47		$	60,677

112

Condensed Consolidating Statement of Earnings

Fiscal Year Ended March 31, 2004

(in thousands)

		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues		$	—		$	818,755		$	182,507		$	(14,331	)	$	986,931
Costs and expenses			(83	)		731,194			166,779			(14,291	)		883,599
	Operating income		83			87,561			15,728			(40	)		103,332
Interest income			601			—			153			—			754
Interest and related expenses			23,721			249			289			—			24,259
Other income (expense), net			160			210			(915	)		—			(545	)
Management fees			1,309			(1,198	)		(111	)		—			—
Royalties			1,650			(715	)		(935	)		—			—
Intercompany interest			13,106			(11,840	)		(1,266	)		—			—
	Earnings before minority interest and income taxes		(6,812	)		73,769			12,365			(40	)		79,282
Minority interests			—			—			1,951			—			1,951
	Earnings before income taxes		(6,812	)		73,769			10,414			(40	)		77,331
Income taxes			(2,976	)		32,227			4,555			(17	)		33,789
Earnings from continuing operations			(3,836	)		41,542			5,859			(23	)		43,542
Earnings from discontinued operations, net of tax			—			1,178			—			—			1,178
	Net earnings	$	(3,836	)	$	42,720		$	5,859		$	(23	)	$	44,720

113

Condensed Consolidating Statement of Earnings
Fiscal Year Ended March 31, 2003

(in thousands)

		Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues		$	1,349		$	503,635		$	190,792		$	(20,014	)	$	675,762
Costs and expenses			2,171			450,157			175,717			(19,967	)		608,078
	Operating income		(822	)		53,478			15,075			(47	)		67,684
Interest income			1,179			—			—			—			1,179
Interest and related expenses			10,244			19			326			—			10,589
Other (expense) income, net			143			30			(997	)		—			(824	)
Management fees			973			(822	)		(151	)		—			—
Royalties			1,660			(143	)		(1,517	)		—			—
Intercompany interest			5,711			(4,311	)		(1,400	)		—			—
	Earnings before minority interest and income taxes		(1,400	)		48,213			10,684			(47	)		57,450
Minority interests			—			—			1,578			—			1,578
	Earnings before income taxes		(1,400	)		48,213			9,106			(47	)		55,872
Income taxes			(644	)		22,178			4,189			(22	)		25,701
	Net earnings	$	(756	)	$	26,035		$	4,917		$	(25	)	$	30,171

114

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended March 31, 2005

(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(74,646	)	$	196,614		$	14,215		$	—	$	136,183
Net cash provided by operating activities of discontinued operations		—			2,227			—			—		2,227
Net cash (used in) provided by operating activities		(74,646	)		198,841			14,215			—		138,410
Cash Flows from Investing Activities
Capital expenditures		(5,355	)		(27,412	)		(1,754	)		—		(34,521	)
Payments pursuant to business combinations, net of cash acquired		—			(49,839	)		—			—		(49,839	)
Proceeds from sales of businesses		29,096			—								29,096
Investments in short-term notes		(10,000	)		—								(10,000	)
Proceeds from short-term notes		10,000			—								10,000
Dispositions of property, plant & equipment					825								825
Other investing activities, net		744			(691	)		813			—		866
Net cash used in investing activities of continuing operations		24,485			(77,117	)		(941	)		—		(53,573	)
Net cash used in investing activities of discontinued operations		—			(825	)		—			—		(825	)
Net cash used in investing activities		24,485			(77,942	)		(941	)		—		(54,398	)
Cash Flows from Financing Activities
Net repayments of short-term debt		—			—			(82	)		—		(82	)
Repayments on long-term debt		(50,360	)		(547	)		—			—		(50,907	)
Proceeds from senior subordinated notes		211,986			—			—			—		211,986
Debt issuance costs		(4,193	)		—			—			—		(4,193	)
Proceeds from exercise of stock options		8,097			—			—			—		8,097
Net borrowings from (repayments to) Parent Company		130,077			(122,964	)		(7,113	)		—		—
Net cash provided by (used in) financing activities of continuing operations		295,607			(123,511	)		(7,195	)		—		164,901
Net cash used in financing activities of discontinued operations		—			(30	)		—			—		(30	)
Net cash provided by (used in) financing activities		295,607			(123,541	)		(7,195	)		—		164,871
Effects of exchange rates on cash and cash equivalents		—			—			1,179			—		1,179
Net increase (decrease) in cash and cash equivalents		245,446			(2,642	)		7,258			—		250,062
Cash and cash equivalents, beginning of year		55,342			(5,630	)		7,078			—		56,790
Cash and cash equivalents, end of year	$	300,788		$	(8,272	)	$	14,336		$	—	$	306,852

115

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended March 31, 2004

(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities of continuing operations	$	(39,796	)	$	130,765		$	13,748		$	—	$	104,717
Net cash (used in) operating activities of discontinued operations		—			(2,084	)		—			—		(2,084	)
Net cash (used in) provided by operating activities		(39,796	)		128,681			13,748			—		102,633
Cash Flows from Investing Activities
Capital expenditures		(3,917	)		(19,234	)		(1,293	)		—		(24,444	)
Payments pursuant to business combinations, net of cash acquired		(250,329	)		—			—			—		(250,329	)
Other investing activities		520			396			(2	)		—		914
Net cash used in investing activities of continuing operations		(253,726	)		(18,838	)		(1,295	)		—		(273,859	)
Net cash used in investing activities of discontinued operations		—			(601	)		—			—		(601	)
Net cash used in investing activities		(253,726	)		(19,439	)		(1,295	)		—		(274,460	)
Cash Flows from Financing Activities
Net repayments of short-term debt		—			—			(521	)		—		(521	)
Repayment of long-term debt		(439,481	)		(611	)		—			—		(440,092	)
Proceeds from senior subordinated notes		350,000			—			—			—		350,000
Borrowings of long-term debt		236,000			—			—			—		236,000
Debt issuance costs		(15,744	)		—			—			—		(15,744	)
Proceeds from exercises of stock options		1,970			—			—			—		1,970
Net borrowings from (repayments to) Parent Company		128,005			(117,666	)		(10,339	)		—		—
Net cash provided by (used in) financing activities of continuing operations		260,750			(118,277	)		(10,860	)		—		131,613
Net cash provided by financing activities of discontinued operations		—			154			—			—		154
Net cash provided by (used in) financing activities		260,750			(118,123	)		(10,860	)		—		131,767
Effects of exchange rates on cash and cash equivalents		—			—			912			—		912
Net (decrease) increase in cash and cash equivalents		(32,772	)		(8,881	)		2,505			—		(39,148	)
Cash and cash equivalents, beginning of year		88,114			3,251			4,573			—		95,938
Cash and cash equivalents, end of year	$	55,342		$	(5,630	)	$	7,078		$	—	$	56,790

116

Condensed Consolidating Statement of Cash Flows

Fiscal Year Ended March 31, 2003

(in thousands)

	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(22,670	)	$	69,631		$	5,047		$	—	$	52,008
Cash Flows from Investing Activities
Capital expenditures		(6,047	)		(14,062	)		(1,417	)		—		(21,526	)
Payments pursuant to business combinations, net of cash acquired		(265,058	)		—			—			—		(265,058	)
Proceeds from sales of businesses		7,624			—			—			—		7,624
Other investing activities, net		616			(459	)		172			—		329
Net cash used in investing activities		(262,865	)		(14,521	)		(1,245	)		—		(278,631	)
Cash Flows from Financing Activities
Net (repayments) borrowings of short-term debt		(54	)		—			326			—		272
Borrowings of long-term debt		81,478			—			—			—		81,478
Debt issuance costs		(2,254	)		—			—			—		(2,254	)
Net payments on long-term debt		(8,253	)		(12,206	)		(195	)		—		(20,654	)
Proceeds from sale of common stock		144,344			—			—			—		144,344
Proceeds from exercise of stock options		1,122			—			—			—		1,122
Net borrowings from (repayments to) Parent Company		55,053			(48,765	)		(6,288	)		—		—
Net cash provided by (used in) financing activities		271,436			(60,971	)		(6,157	)		—		204,308
Effects of exchange rates on cash and cash equivalents		—			—			471			—		471
Net decrease in cash and cash equivalents		(14,099	)		(5,861	)		(1,884	)		—		(21,844	)
Cash and cash equivalents, beginning of year		102,213			9,112			6,457			—		117,782
Cash and cash equivalents, end of year	$	88,114		$	3,251		$	4,573		$	—	$	95,938

117

16.   Unaudited Quarterly Financial Information

        The following table sets forth unaudited quarterly financial information for fiscal 2005 and 2004:

			First Quarter		Second Quarter			Third Quarter			Fourth Quarter
			(in thousands, except per-share data)
Fiscal year ended March 31, 2005
	Revenues		$	291,151	$	318,053		$	338,232		$	361,164
	Operating income		$	28,500	$	33,806		$	39,249		$	41,577
	Earnings from continuing operations		$	10,971	$	14,003		$	16,837		$	16,315
	Earnings from discontinued operations (including gain on disposal), net of income taxes		$	800	$	398		$	624		$	729
	Net earnings		$	11,771	$	14,401		$	17,461		$	17,044
	Basic earnings per share:
		Earnings from continuing operations	$	0.41	$	0.52		$	0.62		$	0.60
		Earnings from discontinued operations (including gain on disposal), net of income taxes	$	0.03	$	0.01		$	0.02		$	0.03
		Net earnings	$	0.44	$	0.53		$	0.64		$	0.63
	Diluted earnings per share:
		Earnings from continuing operations	$	0.40	$	0.50		$	0.60		$	0.58
		Earnings from discontinued operations (including gain on disposal), net of income taxes	$	0.03	$	0.01		$	0.02		$	0.03
		Net earnings	$	0.43	$	0.52	*	$	0.62		$	0.61
Fiscal year ended March 31, 2004
	Revenues		$	167,198	$	206,240		$	274,381		$	339,112
	Operating income		$	16,360	$	21,231		$	27,883		$	37,858
	Earnings from continuing operations		$	7,296	$	9,443		$	11,242		$	15,561
	Earnings from discontinued operations, net of income taxes		$	—	$	—		$	391		$	787
	Net earnings		$	7,296	$	9,443		$	11,633		$	16,348
	Basic earnings per share:
		Earnings from continuing operations	$	0.33	$	0.42		$	0.45		$	0.58
		Earnings from discontinued operations, net of income taxes	$	—	$	—		$	0.02		$	0.03
		Net earnings	$	0.33	$	0.42		$	0.46	*	$	0.61
	Diluted earnings per share:
		Earnings from continuing operations	$	0.32	$	0.41		$	0.44		$	0.57
		Earnings from discontinued operations, net of income taxes	$	—	$	—		$	0.02		$	0.03
		Net earnings	$	0.32	$	0.41		$	0.45	*	$	0.60

*

Columns do not foot due to rounding

118

17.   Subsequent Event

        On April 15, 2005, the Company acquired Codem Systems, Inc. in a stock purchase transaction valued at approximately $29 million in cash, with additional consideration payable upon achievement of certain financial targets.

        Established in 1972, Codem Systems is a privately-held business located in Merrimack, New Hampshire. The company is a provider of signals intelligence (SIGINT) systems, network interface modules and high-performance antenna control systems. Positioned as a supplier of advanced technology products, Codem focuses on innovative solutions for communications and surveillance applications supporting the growing intelligence, military and homeland security markets. The company's expertise is concentrated in systems engineering software and hardware development, as well as end-user training.

119

DRS TECHNOLOGIES, INC. AND SUBSIDIARIES

Schedule II. Valuation and Qualifying Accounts

Years Ended March 31, 2005, 2004 and 2003

Col. A	Col. B		Col. C Additions(a)					Col. D Deductions(b)					Col. E
			(1)		(2)			(1)		(2)
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts— Describe			Credited to Costs and Expenses		Credited to Other Accounts— Describe			Balance at End of Period
	(in thousands)
Inventory reserve
Year ended March 31, 2005	$	7,060	$	3,873	$	30	(c)	$	1,098	$	1,141	(d)	$	8,724
Year ended March 31, 2004	$	5,000	$	3,236	$	1,912	(c)	$	282	$	2,806	(d)	$	7,060
Year ended March 31, 2003	$	4,468	$	1,386	$	2,804	(c)	$	391	$	3,267	(d)	$	5,000
Allowance for doubtful accounts
Year ended March 31, 2005	$	3,890	$	732	$	142		$	1,314	$	791		$	2,659
Year ended March 31, 2004	$	2,901	$	921	$	270	(c)	$	129	$	73	(d)	$	3,890
Year ended March 31, 2003	$	1,409	$	2,084	$	210	(c)	$	455	$	347	(d)	$	2,901
Other current assets—note receivable reserve
Year ended March 31, 2005	$	816	$	700	$	—		$	400	$	—		$	1,116
Year ended March 31, 2004	$	1,375	$	—	$	—		$	300	$	259	(e)	$	816
Year ended March 31, 2003	$	1,375	$	—	$	—		$	—	$	—		$	1,375

(a)

Represents, on a full-year basis, net credits to reserve accounts.

(b)

Represents, on a full-year basis, net charges to reserve accounts.

(c)

Represents amounts reclassified from related reserve accounts.

(d)

Represents amounts utilized and credited to related asset accounts.

(e)

Represents an uncollectible amount written off.

120

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        Not Applicable.

Item 9 A. Controls and Procedures

(a)

Disclosure Controls and Procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.



(b)

Internal Control Over Financial Reporting. There have not been any changes in the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of the fiscal year ended March 31, 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



(c)

Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company's internal control over financial reporting and include in this Annual Report on Form 10-K a report on management's assessment of the effectiveness of the Company's internal control over financial reporting. See "Management's Report on Internal Control over Financial Reporting," below. Management's assessment of the effectiveness of internal controls over financial reporting as of March 31, 2005 has been audited by KPMG LLP, independent registered public accounting firm, as stated in their report, which is included below.

        Management's Report on Internal Control over Financial Reporting.    Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of March 31, 2005.

        DRS Technologies, Inc. acquired Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc. (the acquired businesses), and management excluded from its assessment of the effectiveness of DRS Technologies, Inc. and subsidiaries' internal control over financial reporting as of March 31, 2005 the acquired businesses' internal controls over financial reporting associated with the total assets of $43.3 million and total revenues of $18.4 million included in the consolidated financial statements of DRS Technologies, Inc. and subsidiaries as of and for the year ended March 31, 2005.

        KPMG LLP, independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, (1) on our management's assessment of the effectiveness of our internal controls over financial reporting and (2) on the effectiveness of our internal control over financial reporting.

121

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
DRS Technologies, Inc.:

We have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that DRS Technologies, Inc. and subsidiaries maintained effective internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). DRS Technologies, Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that DRS Technologies, Inc. and subsidiaries maintained effective internal control over financial reporting as of March 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, DRS Technologies, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of March 31, 2005, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

DRS Technologies, Inc. acquired Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc. during the year ended March 31, 2005 and management excluded from its assessment of the effectiveness of DRS Technologies, Inc. and subsidiaries' internal control over financial reporting as of March 31, 2005, Night Vision Equipment Co., Inc.'s and Excalibur Electro Optics, Inc.'s internal controls over financial reporting associated with total assets of $43.3 million and total revenues of

122

$18.4 million included in the consolidated financial statements of DRS Technologies, Inc. and subsidiaries as of and for the year ended March 31, 2005. Our audit of internal control over financial reporting of DRS Technologies, Inc. and subsidiaries also excluded an evaluation of the internal controls over financial reporting of Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended March 31, 2005, and our report dated June 9, 2005, expressed an unqualified opinion on those consolidated financial statements.

/s/  KPMG LLP

Short Hills, New Jersey
June 9, 2005

Item 9 B. Other Information

        On December 23, 2004, we announced that Paul G. Casner, Jr., the Company's executive vice president and chief operating officer, planned to retire on March 31, 2005, the close of the Company's fiscal year.

        Mr. Casner's retirement is supported by the Company's new operating structure announced in fiscal 2004, whereby the Company realigned all of its operating units into two operating segments led by two group presidents. Effective with Mr. Casner's retirement, Fred L. Marion, president of DRS's Surveillance & Reconnaissance Group, and Steven T. Schorer, president of DRS's C4I Group report directly to Mark S. Newman, Chairman, President and Chief Executive Officer of the Company.

        On June 10, 2005, the Company entered into an amended and restated employment agreement (the "Newman Agreement") with Mark Newman, whereby Mr. Newman will continue to serve as Chairman of the Board, President, and Chief Executive Officer of the Company. A copy of the employment agreement is attached hereto as Exhibit 10.13 and the following summary is qualified in its entirety by reference to the employment agreement.

        The term of the Agreement expires on December 31, 2007; provided, however, on January 1, 2006 and on each anniversary thereof, the term of the Agreement will be renewed for an additional year, unless either party gives 90 days' advance notice of its intention not to renew. Pursuant to the Agreement, Mr. Newman is entitled to receive a base salary of at least $811,200 and a target annual bonus equal to 84% of base salary. The Company will provide Mr. Newman with an automobile (including reimbursement for all automobile related expenses) and tax and financial consulting up to a maximum of $20,000 per year. In addition, the Company will reimburse Mr. Newman for up to $20,000 of legal fees incurred in the negotiation of the Agreement and the Company will reimburse Mr. Newman for all expenses (including legal fees) incurred by Mr. Newman in connection with any alleged breach of the Agreement by the Company. Mr. Newman may not compete with the Company during his employment and for a period of 12 months following termination of employment for cause or without good reason (each as defined in the Agreement).

        If Mr. Newman's employment is terminated by the Company without cause or by Mr. Newman for good reason, Mr. Newman will be entitled to receive a lump sum cash payment equal to (i) three times (or, in the case of a termination prior to a change in control (as defined in the Agreement), the greater of (x) 2 or (y) the fraction, the numerator of which is the number of months remaining in the Agreement's term and the denominator of which is 12) the sum of his current annual base salary and the bonus earned by him during the fiscal year preceding the year of his termination, (ii) a pro rata

123

portion of his annual bonus paid for the year preceding the year of termination, (iii) continued welfare benefits and perquisite for three years (or, in the case of a termination prior to a change in control, the greater of (x) 2 or (y) the fraction, the numerator of which is the number of months remaining in the Agreement's term and the denominator of which is 12), and (iv) outplacement services. In addition, all equity awards granted to Mr. Newman under the 1996 Omnibus Plan will vest in full and the options will remain exercisable for a period of 12 months following termination of employment or, if earlier, until the expiration of their original term. To the extent that Mr. Newman becomes entitled to payment following a change in control, the Company will make a gross-up payment (if necessary) to ensure that Mr. Newman receives the after-tax benefit he would have received had the payments not been subject to the excise tax under Section 4999 of the Code.

124

PART III

        The information required by Items 10, 11, 12, 13 and 14 of Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant's definitive proxy statement relating to the annual meeting of stockholders to be held in 2005, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Reference also is made to the information under Executive Officers of the Registrant in Part I of this report.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)	The following are documents filed as part of this report:
	1.	Financial Statements
		See Item 8. Financial Statements and Supplementary Data	59
	2.	Financial Statement Schedules
		Schedule II—Valuation and Qualifying Accounts	120
		All other financial statement schedules have been omitted because they are either not required, not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
(b)	Exhibits
	See Exhibits Index following the signature page hereto.		127

125

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DRS TECHNOLOGIES, INC.
Dated: June 13, 2005
	/s/  MARK S. NEWMAN Mark S. Newman, Chairman of the Board, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  MARK S. NEWMAN Mark S. Newman	Chairman of the Board, President, Chief Executive Officer and Director	June 13, 2005
/s/  RICHARD A. SCHNEIDER Richard A. Schneider	Executive Vice President, Chief Financial Officer	June 13, 2005
/s/  IRA ALBOM Ira Albom	Director	June 13, 2005
/s/  DONALD C. FRASER Donald C. Fraser	Director	June 13, 2005
/s/  WILLIAM F. HEITMANN William F. Heitmann	Director	June 13, 2005
/s/  STEVEN S. HONIGMAN Steven S. Honigman	Director	June 13, 2005
/s/  C. SHELTON JAMES C. Shelton James	Director	June 13, 2005
/s/  MARK N. KAPLAN Mark N. Kaplan	Director	June 13, 2005
/s/  STUART F. PLATT Stuart F. Platt	Director	June 13, 2005
/s/  DENNIS J. REIMER Dennis J. Reimer	Director	June 13, 2005
/s/  ERIC J. ROSEN Eric J. Rosen	Director	June 13, 2005

126

EXHIBIT INDEX

        Certain of the following exhibits, designated with an asterisk (*) are filed herewith. The exhibits not so designated have been previously filed with the Commission and are incorporated herein by reference to the documents indicated in brackets following the descriptions of such exhibits.

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Registration Statement No. 33-64641, Post-Effective Amendment No. 1 filed on May 10, 1996, Exhibit 3.4]
3.2	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Form 8-K filed on August 14, 1997, Exhibit 3.9]
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Form 10-Q filed on August 14, 2001, Exhibit 3.9]
3.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of DRS Technologies, Inc. [Registration Statement No. 333-112423, Exhibit 3.4, filed on February 2, 2004]
3.5	Amended and Restated By-Laws of the Company [Form 10-K filed on June 14, 2004, Exhibit 3.5]
4.1	Registration Rights Agreement, dated as of September 22, 1995 between the Company and Forum Capital Markets L.P. [Registration Statement No. 33-64641, Amendment No. 1, Exhibit 4.3]
*4.2	Registration Rights agreement, dated as of December 23, 2004, by and among the Company, certain wholly-owned subsidiaries of the Company named therein, as guarantors (the "Guarantors"), and Bear, Stearns & Co. Inc., Wachovia Capital Markets, LLC and Banc of America Securities LLC, as initial purchasers.
4.3	Indenture, dated as of October 30, 2003, among the Company, the Guarantors (as defined therein) and The Bank of New York, as Trustee, relating to the Company's 67/8% Senior Subordinated Notes due 2013 [Form 10-Q filed on November 14, 2003, Exhibit 4.1]
10.1	1991 Stock Option Plan of the Company [Registration Statement No. 33-42886, Exhibit 28.1]
10.2	Amended and Restated 1996 Omnibus Plan [Registration Statement No. 333-112423, Exhibit 10.3, filed on February 2, 2004]
10.3	Joint Venture Agreement, dated as of November 3, 1993, by and between DRS Systems Management Corporation and Laurel Technologies, Inc. [Form 10-Q, quarter ended December 31, 1993, File No. 1-8533, Exhibit 6(a)(3)]
*10.4	Amendment to Partnership Agreement of Laurel Technologies Partnership by and among Laurel Technologies, Inc., now known as Sunburst Management Inc. and DRS Systems Management Corporation effective August 3, 1999.
10.5	Waiver Letter dated as of December 13, 1993, by and between DRS Systems Management Corporation and Laurel Technologies, Inc. [Form 10-Q, quarter ended December 31, 1993, File No. 1-8533, Exhibit 6(a)(4)]
10.6	Partnership Agreement dated December 13, 1993, by and between DRS Systems Management Corporation and Laurel Technologies, Inc. [Form 10-Q, quarter ended December 31, 1993, File No. 1-8533, Exhibit 6(a)(5)]
10.7	Employment, Non-Competition and Termination Agreement, dated July 20, 1994, between Diagnostic/Retrieval Systems, Inc. and David E. Gross [Form 10-Q, quarter ended June 30, 1994, File No. 1-8533, Exhibit 1]

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10.8	1991 Stock Option Plan of NAI Technologies, Inc. [Registration Statement No. 333-69751, Post Effective Amendment No. 1 on Form S-8, Exhibit 4.4]
10.9	1993 Stock Option Plan for Directors of NAI Technologies, Inc. [Registration Statement No. 333-69751, Post Effective Amendment No. 1 on Form S-8, Exhibit 4.5]
10.10	1996 Stock Option Plan of NAI Technologies, Inc. [Registration Statement No. 333-69751, Post Effective Amendment No. 1 on Form S-8, Exhibit 4.6]
10.11	Employment Agreement, dated as of November 20, 1996, by and between the Company and Mark S. Newman [Form 10-K, fiscal year ended March 31, 1999, File No. 1-8533, Exhibit 10.47]
10.12	Amendment 1 to the Employment Agreement between DRS Technologies, Inc. and Mark S. Newman, dated August 18, 2004. [Form 10-Q filed on November 11, 2004, Exhibit 10.1]
*10.13	Amended and restated Employment Agreement between DRS Technologies Inc., and Mark S. Newman executed June 10, 2005
10.14	Employment Agreement, dated as of April 30, 1997, by and between the Company and Nina Laserson Dunn [Form 10-K, fiscal year ended March 31, 1999, File No. 1-8533, Exhibit 10.48]
10.15	Amendment 1 to the Employment Agreement between DRS Technologies, Inc. and Nina Laserson Dunn, dated August 18, 2004. [Form 10-Q filed on November 11, 2004, Exhibit 10.3]
10.16	Employment Agreement, dated as of February 19, 1999, by and between the Company and Richard A. Schneider [Form 10-K, fiscal year ended March 31, 1999, File No. 1-8533, Exhibit 10.49]
10.17	Amendment 1 to the Employment Agreement between DRS Technologies, Inc. and Richard A. Schneider, dated August 18, 2004. [Form 10-Q filed on November 11, 2004, Exhibit 10.5]
10.18	Employment Agreement, dated as of August 9, 2000, by and between the Company and Paul G. Casner, Jr. [Form 10-K, fiscal year ended March 31, 2001, File No. 1-8533, Exhibit 10.35]
10.19	Amendment 1 to the Employment Agreement between DRS Technologies, Inc. and Paul G. Casner, Jr., dated August 18, 2004. [Form 10-Q filed on November 11, 2004, Exhibit 10.2]
10.20	Employment Agreement, dated as of June 26, 2002, by and between the Company and Robert F. Mehmel [Form 10-K, fiscal year ended March 31, 2002, File No. 1-8533, Exhibit 10.36]
10.21	Amendment 1 to the Employment Agreement between DRS Technologies, Inc. and Robert F. Mehmel, dated August 18, 2004. [Form 10-Q filed on November 11, 2004, Exhibit 10.4]
10.22	Purchase Agreement dated as of May 24, 2002 between Eaton Corporation and DRS Technologies, Inc. [Form 8-K, filed on July 30, 2002, File No. 1-8533, Exhibit 99.1]
10.23	Agreement and Plan of Merger, dated October 23, 2002, by and among DRS Technologies, Inc., Prince Merger Corporation and Paravant [Form 8-K, December 2, 2002, File No. 1-8533, Exhibit 2.1]

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10.24	First Amendment to Credit Agreement dated February 6, 2004, by and among the Company, as Borrower and certain subsidiaries of the Borrower, the Lenders, who are or may become party to the agreement, as Lenders, Wachovia Bank, National Association, as Administrative Agent for the Lenders, Bear Stearns Corporate Lending Inc., as Syndication Agent for the Lenders, and Fleet National Bank, as Documentation Agent for the Lenders. [Form 10-Q, File No. 001-08533, Exhibit 10.1, filed on February 17, 2004]
10.25	Second Amendment to Credit Agreement, dated May 12, 2005, by and among the Company, as Borrower, certain subsidiaries of the Borrower, the Lenders party to the Credit Agreement, Wachovia Bank, National Association, as Administrative Agent for the Lenders, Bear Stearns Corporate Lending Inc., as Syndication Agent for the Lenders and Fleet National Bank, as Documentation Agent for the Lenders. [Form 8-K, Exhibit 99.1 filed May 17, 2005, File No. 001-08533]
10.26	Amendment to DRS Technologies Inc. Amended and Restated 1996 Omnibus Incentive Plan [Exhibit 10.19 to Form 10-K filed on June 14, 2004]
*10.27	Amended and Restated DRS Technologies, Inc. Supplemental Executive Retirement Plan, Effective March 31, 2005
*21	List of subsidiaries of the Company as of March 31, 2005
*23.1	Consent of KPMG LLP
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
*32.1	Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*32.2	Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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QuickLinks

Table of Contents

Item 1. Business

Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Registered Public Accounting Firm
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Balance Sheets (in thousands, except share data)
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Earnings (in thousands, except per-share data)
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (in thousands)
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements
Condensed Consolidating Balance Sheet As of March 31, 2005 (in thousands)
Condensed Consolidating Balance Sheet As of March 31, 2004 (in thousands)
Condensed Consolidating Statement of Earnings Fiscal Year Ended March 31, 2004 (in thousands)
Condensed Consolidating Statement of Cash Flows Fiscal Year Ended March 31, 2005 (in thousands)
Condensed Consolidating Statement of Cash Flows Fiscal Year Ended March 31, 2004 (in thousands)
Condensed Consolidating Statement of Cash Flows Fiscal Year Ended March 31, 2003 (in thousands)
DRS TECHNOLOGIES, INC. AND SUBSIDIARIES Schedule II. Valuation and Qualifying Accounts Years Ended March 31, 2005, 2004 and 2003

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9 A. Controls and Procedures

Report of Independent Registered Public Accounting Firm

Item 9 B. Other Information

PART III
PART IV

Item 15. Exhibits and Financial Statement Schedules

SIGNATURES
EXHIBIT INDEX

EX-4.2

Exhibit 4.2

Execution COPY

REGISTRATION RIGHTS AGREEMENT

Dated as of December 23, 2004

by and among

DRS TECHNOLOGIES, INC.

each of the Guarantors listed on Schedule I hereto

and

BEAR, STEARNS & CO. INC.

WACHOVIA CAPITAL MARKETS, LLC

BANC OF AMERICA SECURITIES LLC

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 23, 2004, by and among DRS Technologies, Inc., a Delaware corporation (the “Company”), each of the Guarantors listed on Schedule I hereto (the “Guarantors”), and Bear, Stearns & Co. Inc., Wachovia Capital Markets, LLC and Banc of America Securities LLC (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s $200,000,000 6⅞% Senior Subordinated Notes due 2013 (the “Notes”) pursuant to the Purchase Agreement (as defined below).

This Agreement is made pursuant to the Purchase Agreement, dated December 15, 2004, (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers.  In order to induce the Initial Purchasers to purchase the Notes, the Company has agreed to provide the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 8 of the Purchase Agreement.  Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated October 30, 2003, among the Company, the Guarantors and The Bank of New York, as Trustee, relating to the Notes and the Exchange Notes (the “Indenture”).

The parties hereby agree as follows:

SECTION 1.   DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following meanings:

Act:  The Securities Act of 1933, as amended.

Affiliate:  As defined in Rule 144 of the Act.

Broker-Dealer:  Any broker or dealer registered under the Exchange Act.

Certificated Securities:  Definitive Notes, as defined in the Indenture.

Closing Date:  The date hereof.

Commission:  The Securities and Exchange Commission.

Consummate:  An Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Notes properly tendered and not subsequently withdrawn by Holders thereof pursuant to the Exchange Offer.

Consummation Deadline:  As defined in Section 3(a) hereof.

Effectiveness Deadline:  As defined in Sections 3(a) and 4(a) hereof.

Effectiveness Target Date:  As defined in Section 5 hereof.

Exchange Act:  The Securities Exchange Act of 1934, as amended.

Exchange Notes:  The Company’s 6⅞% Senior Subordinated Notes due 2013 and the related subsidiary guarantees to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as contemplated by Section 4 hereof.

Exchange Offer:  The exchange and issuance by the Company of a principal amount of Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement) equal to the outstanding principal amount of Notes that are properly tendered and not subsequently withdrawn by such Holders in connection with such exchange and issuance.

Exchange Offer Registration Statement:  The Registration Statement relating to the Exchange Offer, including the related Prospectus.

Exempt Resales:  The transactions in which the Initial Purchasers propose to sell the Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Act and pursuant to Regulation S under the Act.

Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.

Holders:  As defined in Section 2 hereof.

Prospectus:  The prospectus included in a Registration Statement at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

Recommencement Date:  As defined in Section 6(d) hereof.

Registration Default:  As defined in Section 5 hereof.

Registration Statement:  Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

Regulation S:  Regulation S promulgated under the Act.

Rule 144:  Rule 144 promulgated under the Act.

Shelf Registration Statement:  As defined in Section 4 hereof.

Suspension Notice:  As defined in Section 6(d) hereof.

TIA:  The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on the date of the Indenture.

Transfer Restricted Securities:  Each Note, until the earliest to occur of (i) the date on which such Note is exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer, (ii) following the exchange by a Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer

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on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement; or (iv) the date on which such Note is distributed to the public pursuant to Rule 144 under the Act.

SECTION 2.   HOLDERS

A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

SECTION 3.   REGISTERED EXCHANGE OFFER

(a)Unless the Exchange Offer shall not be permitted by applicable law or Commission policy, the Company and the Guarantors shall (i) use reasonable best efforts to file the Exchange Offer Registration Statement with the Commission on or prior to 105 days (unless such date is not a business day, then the next succeeding business day) after the issue date of the Notes (such 105th day being the “Filing Deadline”), (ii) use reasonable best efforts to cause such Exchange Offer Registration Statement to declared effective by the Commission on or prior to 195 days (unless such date is not a business day, then the next succeeding business day) after the issue date of the Notes (such 195th day being the “Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Exchange Offer Registration Statement as may be reasonably necessary in order to cause it to be declared effective, (B) file, if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause all reasonably necessary filings, if any, in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process or taxation in any jurisdiction where it is not then so subject and (iv) (A) the Company and the Guarantors will commence the Exchange Offer; and (B) use all commercially reasonable efforts to issue on or prior to 35 business days, or longer, if required by the federal securities laws (such 35th or later day being the “Consummation Deadline”), after the date on which the Exchange Offer Registration Statement was declared effective by the Commission, Exchange Notes in exchange for all Notes properly tendered and not subsequently withdrawn prior thereto in the Exchange Offer.  The Exchange Offer shall be on the appropriate form permitting (i) registration of the Exchange Notes to be offered in exchange for the Notes that are Transfer Restricted Securities and (ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) as contemplated by Section 3(c) below.

(b)The Company and the Guarantors shall use all their respective reasonable best efforts to cause the Exchange Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open, for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 business days.  The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws.  No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement.

(c)The Company shall include a “Plan of Distribution” section in the Prospectus contained in the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result of market-making activities or other trading activities (other than Notes acquired directly from the Company

3

or any Affiliate of the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer.  Such “Plan of Distribution” section shall also contain all other information with respect to such sales by such Broker-Dealers that the Commission may require in order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer, except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement.  See the Shearman & Sterling no-action letter (available July 2, 1993).

Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the Company and Guarantors shall permit the use of the Prospectus contained in the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.  To the extent necessary to ensure that the prospectus contained in the Exchange Offer Registration Statement is available for sales of Exchange Notes by Broker-Dealers, the Company and the Guarantors agree to use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented, amended and current as required by and subject to the provisions of Section 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of one year from the Consummation Deadline or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant thereto.  The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to such Broker-Dealers, as soon as reasonably possible upon request, and in no event later than one day after such request, at any time during such period.

SECTION 4.   SHELF REGISTRATION

(a)Shelf Registration.  If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy or (ii) if any Holder of Transfer Restricted Securities shall notify the Company within 20 business days following the Consummation Deadline that (A) such Holder was prohibited by law or Commission policy from participating in the Exchange Offer or (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder; or (C) such Holder is a Broker-Dealer and holds Notes acquired directly from the Company or any of its Affiliates, then the Company and the Guarantors will file a Shelf Registration Statement (as defined below) to cover resales of the Notes by Holders of the Notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.  If obligated to file a Shelf Registration Statement, the Company and the Guarantors shall use commercially reasonable efforts to:

(x) file, on or prior to 30 days after the earlier of (i) the date on which the Company determines that the Exchange Offer Registration Statement cannot be filed as a result of clause (a)(i) above and (ii) the date on which the Company receives the notice specified in clause (a)(ii) above, (such earlier date, the “Filing Deadline”), a shelf registration statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (the “Shelf Registration Statement”)), relating to all Transfer Restricted Securities, the Holders of which shall have provided the information required by Section 4(b) hereof; and

4

(y) cause such Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after the obligation arises for the Shelf Registration Statement (such 90th day the “Effectiveness Deadline”).

If, after the Company and the Guarantors have filed an Exchange Offer Registration Statement that satisfies the requirements of Section 3(a) above, the Company and the Guarantors are required to file and make effective a Shelf Registration Statement solely because the Exchange Offer is not permitted under applicable federal law (i.e., clause (a)(i) above), then the filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of clause (x) above; provided that, in such event, the Company and the Guarantors shall remain obligated to meet the Effectiveness Deadline set forth in clause (y).

To the extent necessary to ensure that the Shelf Registration Statement is available for sales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and the Guarantors shall use their reasonable best efforts to keep any Shelf Registration Statement required by this Section 4(a) continuously effective, supplemented, amended and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in conformity with the requirements of this Agreement, the Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years (as extended pursuant to Section 6(c)(ii) hereof) following the Closing Date, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant thereto.

(b)Provision by Holders of Certain Information in Connection with the Shelf Registration Statement.  No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or Item 508 of Regulation S-K, as applicable, of the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.  No Holder of Transfer Restricted Securities shall be entitled to liquidated damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such information in the required times.  Each selling Holder agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

SECTION 5.   LIQUIDATED DAMAGES

If (i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline, (ii) any such Registration Statement has not been declared effective by the Commission on or prior to the applicable Effectiveness Deadline (the “Effectiveness Target Date”), (iii) the Company and the Guarantors fail to Consummate the Exchange Offer within 35 business days following the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, unless extended as required by the Commission or (iv) any Registration Statement required by this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the period specified herein (each such event referred to in clauses (i) through (iv), a “Registration Default”), then the Company and the Guarantors hereby jointly and severally agree to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages in an amount equal to a per annum rate of .25% on the principal amount of Transfer Restricted Securities held by such Holder for each week or portion thereof that the Registration Default continues for the first 90-day period immediately following the occurrence of such Registration Default.  The amount of the liquidated damages shall increase by an additional per annum rate of .25% with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum

5

amount of liquidated damages of 1.00% per annum on the principal amount of Notes constituting Transfer Restricted Securities; provided that the Company and the Guarantors shall in no event be required to pay liquidated damages for more than one Registration Default at any given time.  Notwithstanding anything to the contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration Statement) to again be declared effective or made usable in the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

All accrued liquidated damages shall be paid to the Holders of Transfer Restricted Securities, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes.  Notwithstanding the fact that any securities for which liquidated damages are due cease to be Transfer Restricted Securities, all obligations of the Company and the Guarantors to pay liquidated damages with respect to securities shall survive until such time as such obligations with respect to such securities shall have been satisfied in full.

A Registration Default referred to in the first paragraph of this Section 5 hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if such Registration Default has occurred solely as a result of material events, with respect to the Company that would need to be described in such Registration Statement or the related prospectus and the Company has provided written notice to the Initial Purchasers that such an event has occurred and that a Registration Default would have occurred but for the provisions of this section; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 60 days, Liquidated Damages shall be payable in accordance with the above paragraph from the day such Registration Default originally occurred.

SECTION 6.   REGISTRATION PROCEDURES

(a)Exchange Offer Registration Statement.  In connection with the Exchange Offer, the Company and the Guarantors shall, subject to the provisions of the third paragraph of Section 5 above, (x) comply with all applicable provisions of Section 6(c) below, (y) use their respective reasonable best efforts to effect such exchange and to permit the resale of Exchange Notes by Broker-Dealers that tendered in the Exchange Offer Notes that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Notes acquired directly from the Company or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and (z) comply with all of the following provisions:

(i)If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Company raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, or the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement, (B) permitted to Consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy or (C) obligated to file the Shelf Registration Statement, the Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities.  The Company and the Guarantors hereby agree to pursue the issuance of such a

6

decision to the Commission staff level.  In connection with the foregoing, the Company and the Guarantors hereby agree to take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (A) participating in telephonic conferences with the Commission, (B) delivering to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursuing a resolution (which need not be favorable) by the Commission staff;

(ii)As a condition to its participation in the Exchange Offer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker Dealer) shall furnish, upon the request of the Company, prior to the Consummation of the Exchange Offer, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business.  As a condition to its participation in the Exchange Offer each Holder using the Exchange Offer to participate in a distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired directly from the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect on the date of this Agreement, rely on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K; and

(iii)Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Company’s and each Guarantor’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.

(b)Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall, subject to the provisions of the third paragraph of Section 5 above:

(i)comply with all the provisions of Section 6(c) below and use their respective reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted

7

Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof within the time periods and otherwise in accordance with the provisions hereof; and

(ii)issue, upon the request of any Holder or purchaser of the Notes covered by any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of Notes sold pursuant to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company shall register Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchasers of securities subject to the Shelf Registration Statement in the names as such purchasers shall designate.

(c)General Provisions.  In connection with any Registration Statement and any related Prospectus required by this Agreement, the Company and the Guarantors shall, subject to the provisions of the third paragraph of Section 5 above:

(i)use their respective reasonable best efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or Section 4 of this Agreement, as applicable.  Upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain an untrue statement of material fact or omit to state any material fact necessary to make the statements therein not misleading or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement curing such defect, and, if Commission review is required, use their respective reasonable best efforts to cause such amendment to be declared effective as soon as practicable;

(ii)prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be reasonably necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 or Section 4 hereof, as the case may be; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply with the provisions of the Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

(iii)advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any applicable Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the

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preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement in order to make the statements therein not misleading, or that requires the making of any additions to or changes in the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their respective reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

(iv)subject to Section 6(c)(i), if any fact or event contemplated by Section 6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v)furnish to each Initial Purchaser and each Holder named in the Shelf Registration Statement in connection with such exchange or sale, if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus, which documents will be subject to the review and comment of such Persons in connection with such sale, if any, for a period of at least three business days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus to which such Persons shall reasonably object within three business days after the receipt thereof.  A Holder shall be deemed to have reasonably objected to such filing if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act;

(vi)make available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness;

(vii)if requested by any Holders in connection with such exchange or sale, promptly include in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment;

(viii)furnish to each Holder, upon such Holder’s request, in connection with such exchange or sale, without charge, at least one copy of the Registration Statement, as first filed

9

with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

(ix)deliver to each Holder, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each selling Holder in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

(x)upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any Shelf Registration Statement.  In such connection, the Company and the Guarantors shall:

(A)upon request of any Holder, furnish (or in the case of paragraphs (2) and (3), use its reasonable best efforts to cause to be furnished) to each Holder upon the effectiveness of the Shelf Registration Statement, as the case may be:

(1)   a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, the matters set forth in Sections 8(a), 8(b), 8(c) and 8(d) of the Purchase Agreement and such other similar matters as such Holders may reasonably request;

(2)   an opinion, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors covering matters similar to those set forth in paragraph (f) of Section 8 of the Purchase Agreement and such other matters as such Holder may reasonably request, and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel’s attention that caused such counsel to believe that the Shelf Registration Statement, at the time such Shelf Registration Statement or any post-effective amendment thereto became effective contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and

10

schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and

(3)   a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Sections (8)(h) and 8(i) of the Purchase Agreement; and

(B)   deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with the matters covered in clause (A) above and with any customary conditions contained in the any agreement entered into by the Company and the Guarantors pursuant to this clause (x);

(xi)prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the applicable Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not now so subject;

(xii)in connection with any sale of Transfer Restricted Securities that will result in such securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to register such Transfer Restricted Securities in such denominations and such names as the selling Holders may reasonably request at least two business days prior to such sale of Transfer Restricted Securities;

(xiii)use their respective reasonable best efforts to cause the disposition of the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (xi) above;

(xiv)provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of a Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company;

(xv)otherwise use their respective reasonable best efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders with regard to any applicable Registration Statement, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Act (which need not be audited) covering a twelve-month period beginning after the effective date of the Registration Statement (as such term is defined in paragraph (c) of Rule 158 under the Act);

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(xvi)cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement required by this Agreement and, in connection therewith, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be reasonably required for such Indenture to be so qualified in accordance with the terms of the TIA; and execute and use its best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and

(xvii)provide promptly to each Holder, upon request, each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act.

(d)Restrictions on Holders.  Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus (in each case, the “Recommencement Date”).  Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of the Suspension Notice.  The time period regarding the effectiveness of such Registration Statement set forth in Section 3 or Section 4 hereof, as applicable, shall be extended by a number of days equal to the number of days in the period from and including the date of delivery of the Suspension Notice to the date of delivery of the Recommencement Date.

SECTION 7.   REGISTRATION EXPENSES

(a)All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and the Guarantors; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance).

The Company will, in any event, bear its and the Guarantors’ internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company or the Guarantors.

(b)In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), regardless of whether a Registration Statement becomes effective, the Company and the Guarantors will

12

reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are tendering Notes into in the Exchange Offer and/or selling or reselling Notes or Exchange Notes pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Latham & Watkins LLP, unless another firm shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

SECTION 8.   INDEMNIFICATION

(a)The Company and the Guarantors agree, jointly and severally, to indemnify and hold harmless each Holder, its directors, officers and each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities, judgments and expenses whatsoever (including without limitation, any legal or other expenses incurred in connection with investigating, preparing or defending against any investigation or litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the Company to any Holder or any prospective purchaser of Exchange Notes or registered Notes, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages, liabilities or judgments are caused by an untrue statement or omission or alleged untrue statement or omission that is based upon information relating to any of the Holders furnished in writing to the Company by or on behalf any of the Holders.

(b)Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors, and their respective directors, officers, partners, employees, representatives and agents, and each person, if any, who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the Company, or the Guarantors to the same extent as the foregoing indemnity from the Company and the Guarantors set forth in Section (a) above, but only with reference to information relating to such Holder furnished in writing to the Company by or on behalf of such Holder expressly for use in any Registration Statement, preliminary prospectus or Prospectus (or any amendment or supplement thereto.)  In no event shall any Holder, its directors, officers or any Person who controls such Holder be liable or responsible for any amount in excess of the amount by which the total amount received by such Holder with respect to its sale of Transfer Restricted Securities or Exchange Notes pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such Holder, its directors, officers or any Person who controls such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

(c)In case any action shall be commenced involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or Section 8(b) (the “indemnified party”), the indemnified party shall promptly notify the person against whom such indemnity may be sought (the “indemnifying person”) in writing of the commencement thereof (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 8 except to the extent that it has been prejudiced in any material respect by such failure or from any liability which it may otherwise have).  In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel

13

reasonably satisfactory to such indemnified party.  Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall not have employed counsel to take charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying party or parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of counsel shall be borne by the indemnifying parties.  In any such case, the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties and all such fees and expenses shall be reimbursed as they are incurred.  Such firm shall be designated in writing by a majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by the Company and Guarantors, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all losses, claims, damages, liabilities and judgments by reason of any settlement of any action (i) effected with its written consent or (ii) effected without its written consent if the settlement is entered into more than twenty business days after the indemnifying party shall have received a request from the indemnified party for reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying party shall have failed to comply with such reimbursement request.   No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending or threatened action in respect of which the indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability on claims that are or could have been the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the indemnified party.

(d)To the extent that the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations.  The relative fault of the Company and the Guarantors, on the one hand, and of the Holder, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or such Guarantor, on the one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to include, subject to the

14

limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

The Company, the Guarantors and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any matter, including any action that could have given rise to such losses, claims, damages, liabilities or judgments.  Notwithstanding the provisions of this Section 8, no Holder, its directors, its officers or any Person, if any, who controls such Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total received by such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii) the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.

SECTION 9.   RULE 144A AND RULE 144

The Company and each Guarantor agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding and during any period in which the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities designated by such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in a timely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

SECTION 10.   MISCELLANEOUS

(a)Remedies.  The Company and the Guarantors acknowledge and agree that any failure by the Company and/or the Guarantors to comply with their respective obligations under Sections 3 and 4 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Sections 3 and 4 hereof.  The Company and the Guarantors further agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

(b)No Inconsistent Agreements.  Neither the Company nor any Guarantor will, on or after the date of this Agreement, enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.  Neither the Company nor any Guarantor has previously entered into any agreement granting any registration rights with respect to its securities to any Person. The rights granted to the Holders hereunder

15

do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s and the Guarantors’ securities under any agreement in effect on the date hereof.

(c)Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless (i) in the case of Section 5 hereof and this Section 10(c), the Company has obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding Transfer Restricted Securities held by the Company or its Affiliates).  Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities subject to such Exchange Offer.

(d)Third Party Beneficiary.  The Holders shall be third party beneficiaries to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

(e)Notices.  All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

(i)if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

(ii)if to the Company or the Guarantors:

DRS Technologies, Inc.

5 Sylvan Way

Parsippany, New Jersey 07054

Telecopier No.: (973) 898-4730

Attention:  Nina Laserson Dunn

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Telecopier No.: (212) 735-2000

Attention:  David J. Goldschmidt

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier guaranteeing overnight delivery.

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Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

(f)Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders; provided, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities in violation of the terms hereof or of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Transfer Restricted Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive the benefits hereof.

(g)Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h)Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.

(j)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(k)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Securities.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

DRS TECHNOLOGIES, INC.
By:	/s/ Richard A. Schneider
	Name: Richard A. Schneider
	Title: Executive Vice President, CFO
NAI TECHNOLOGIES, INC.
DRS ELECTRONIC SYSTEMS, INC.
DRS SURVEILLANCE SUPPORT SYSTEMS, INC.
DRS TECHNICAL SERVICES, INC.
DRS POWER & CONTROL TECHNOLOGIES, INC.
DRS ELECTRIC POWER TECHNOLOGIES, INC.
DRS POWER TECHNOLOGY, INC.
PARAVANT INC.
DRS TACTICAL SYSTEMS, INC.
DRS ENGINEERING DEVELOPMENT LABS, INC.
DRS SIGNAL TECHNOLOGIES, INC.
DRS SIGNAL RECORDING TECHNOLOGIES, INC.
DRS SYSTEMS MANAGEMENT CORPORATION
DRS OPTRONICS, INC.
DRS SENSORS & TARGETING SYSTEMS, INC.
DRS FPA, INC.
DRS INFRARED TECHNOLOGIES, LP
DRS UNMANNED TECHNOLOGIES, INC.
DRS DATA & IMAGING SYSTEMS, INC.
DRS TECHNOLOGIES CANADA, INC.
DRS COMMUNICATIONS COMPANY, LLC
DRS SYSTEMS, INC.
DRS INTERNATIONAL, INC.
NIGHT VISION EQUIPMENT CO., INC.
DRS BROADCAST TECHNOLOGY, INC.
DRS EW & NETWORK SYSTEMS, INC.
DRS TEST & ENERGY MANAGEMENT, INC.
DRS TRAINING & CONTROL SYSTEMS, INC.
DRS SIGNAL SOLUTIONS, INC.
DRS WEATHER SYSTEMS, INC.
INTEGRATED DEFENSE TECHNOLOGIES, INC.
TECH-SYM CORPORATION
By:	/s/ Richard A. Schneider
	Name: Richard A. Schneider
	Title: Authorized Signatory

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BEAR, STEARNS & CO. INC.
WACHOVIA CAPITAL MARKETS, LLC
BANC OF AMERICA SECURITIES LLC
By: BEAR, STEARNS & CO. INC.
By:	/s/ James Wolfe
	Name: James Wolfe
	Title: Senior Managing Director

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SCHEDULE I

GUARANTORS

NAI Technologies, Inc.

DRS Electronic Systems, Inc.

DRS Surveillance Support Systems, Inc.

DRS Technical Services, Inc.

DRS Power & Control Technologies, Inc.

DRS Electric Power Technologies, Inc.

DRS Power Technology, Inc.

Paravant Inc.

DRS Tactical Systems, Inc.

DRS Engineering Development Labs, Inc.

DRS Signal Technologies, Inc.

DRS Signal Recording Technologies, Inc.

DRS Systems Management Corporation

DRS Optronics, Inc.

DRS Sensors & Targeting Systems, Inc.

DRS FPA, Inc.

DRS Infrared Technologies, LP

DRS Unmanned Technologies, Inc.

DRS Data & Imaging Systems, Inc.

DRS Technologies Canada, Inc.

DRS Communications Company, LLC

DRS Systems, Inc.

DRS International, Inc.

Night Vision Equipment Co., Inc.

DRS Broadcast Technology, Inc.

DRS EW & Network Systems, Inc.

DRS Test & Energy Management, Inc.

DRS Training & Control Systems, Inc.

DRS Signal Solutions, Inc.

DRS Weather Systems, Inc.

Integrated Defense Technologies, Inc.

Tech-Sym Corporation

EX-10.4

Exhibit 10.4

AMENDMENT TO PARTNERSHIP AGREEMENT

OF

LAUREL TECHNOLOGIES PARTNERSHIP

                THIS AMENDMENT TO PARTNERSHIP AGREEMENT (“Amendment”) dated as of August 3, 1999, by and between LAUREL TECHNOLOGIES, INC., now known as SUNBURST MANAGEMENT, INC., a Pennsylvania corporation (“Laurel”) and DRS SYSTEMS MANAGEMENT CORPORATION, a Delaware corporation (“DRS”).

RECITALS

A.            By way of a Partnership Agreement (“Partnership Agreement”) dated as of December 13, 1993, Laurel and DRS formed a Partnership for the Business and related activities necessary and appropriate to effect the Business.

B.            Pursuant to the Partnership Agreement, as of this date the Partnership Percentage Interest of DRS is 80% and the Partnership Percentage Interest of Laurel is 20%.

C.            The Partners seek to maximize the use and capacity of their facilities by undertaking activities and programs the income from which would not be allocated in accordance with the Partnership Percentage Interests.

D.            In order to expand their respective opportunities, Laurel and DRS wish to set forth their respective rights and obligations with respect to activities that would not be subject to the Partnership Percentage Interests set forth in the Partnership Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Laurel and DRS agree as follows:

ARTICLE I

DEFINITIONS

1.1           All capitalized terms not specifically defined in this Amendment shall have the meanings set forth in the Partnership Agreement.

1.2           When used in this Amendment, the following terms will have the meaning set forth below:

(a)           “Allocable Indirect Costs” shall mean (i) unallowable costs as currently defined by the Federal Acquisition Regulations and in accordance with the Partnership’s usual methodology and (ii) inter-company interest (if any).  DRS

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Management Fees, Laurel Management Fees and royalties are not Allocable Indirect Costs.

(b)           “Cost” shall mean the sum of labor, material and other costs directly attributable to a program plus overhead and general and administrative costs allocated to such program in accordance with the Partnership’s usual methodology which complies with GAAP and FAR.

(b)           “DRS Affiliate” shall mean (i) any firm, partnership, corporation, trustee or other entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with DRS, excluding, however, the Partnership or any of its subsidiaries or controlled entities.

(c)           “DRS Allocated Programs” shall have the meaning set forth in paragraph 2.1.

(d)           “DRS Requested Programs” shall have the meaning set forth in paragraph 2.2.

(e)           “Indirect Costs” shall mean unallowable costs, interest expense (if any), DRS management fees, Laurel management fees, royalties, and inter-company interest.

(f)            “Net Income” shall mean Operating Income minus Indirect Costs.

(g)           “New Partnership Program” shall mean any new program that is acquired through the marketing efforts of the Partnership or DRS or a DRS Affiliate with the intent that the Partnership would perform the services.

(h)           “Operating Income” shall mean the revenue from a program minus Cost associated with such program and minus Allocable Indirect Costs.

(i)          “Partnership Program” shall mean all production programs obtained through the marketing efforts of the management of the Partnership.  All non-intercompany production programs currently being undertaken by the Partnership as of the date of this Amendment will be considered Partnership Programs.  Examples of such Partnership Programs are set forth in Exhibit “A”.

ARTICLE II

PRODUCTION PROGRAMS

2.1           DRS Allocated Programs

2.1.1        Should DRS desire that the Partnership undertake any new program to be performed by the Partnership (a) that is obtained solely through the marketing efforts of DRS or a DRS Affiliate and (b) that is not a Partnership Program or

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a New Partnership Program (a “DRS Allocated Program”), DRS shall submit a written notice (a “Notice”) to Laurel of its desire to do so at least seven (7) days prior to causing the Partnership to commence work on such program, which Notice shall be sufficiently detailed to describe the proposed program and the marketing efforts which led to such proposed program.  If, within seven (7) days after receipt of a Notice, Laurel does not deliver a written objection, which objection shall be limited to the designation of such program as a DRS Allocated Program (an “Objection”), it shall be so designated.  If, however, Laurel delivers a timely Objection to the designation of the program as a DRS Allocated Program, DRS, at its sole option, may (1) designate the program as a New Partnership Program to be completed by the Partnership, (2) determine that the program will not be undertaken by the Partnership or (3) refer the matter for dispute resolution as set forth in Section 4.3 of this Amendment; provided, however, that the Partnership shall not undertake the program pending resolution of the dispute.

2.1.2All Operating Income from a DRS Allocated Program shall be paid to DRS.

2.2           DRS Requested Programs

2.2.1        Should DRS desire that the Partnership use its excess capacity not otherwise needed to complete Partnership Programs or New Partnership Programs to subcontract to perform projects for programs not part of the Business (“DRS Requested Programs”), DRS shall submit a Notice to Laurel of its desire to do so at least seven (7) days prior to causing the Partnership to commence work on the program.  If, within seven (7) days after receipt of a Notice, Laurel does not deliver a written objection, which objection shall be limited to the designation of such program as a DRS Requested Program (an “Objection”), it shall be so designated.  If, however, Laurel delivers a timely Objection to the designation of the program as a DRS Requested Program, DRS, at its sole option, may (1) designate the program as a New Partnership Program to be completed by the Partnership, (2) determine that the program will not be undertaken by the Partnership, or (3) refer the matter for dispute resolution as set forth in Section 4.3 of this Amendment; provided, however, that the Partnership shall not undertake the program pending resolution of the dispute.

2.2.2        The price charged by the Partnership to the customer for DRS Requested Programs shall be Cost plus Allocable Indirect Costs.

ARTICLE III

ALLOCATION OF COSTS

                3.1           Allocable Indirect Costs shall be allocated to DRS Allocated Programs and DRS Requested Programs on the same basis that allowable general and administrative costs is allocated.

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ARTICLE IV

MISCELLANEOUS

4.1           Effectiveness of Partnership Agreement.  Other than as specifically set forth in this Amendment, all of the terms and conditions of the Partnership Agreement shall remain in full force and effect.

4.2           Consistency.  Procedures for accounting for direct and indirect costs incurred in connection with Partnership Programs, New Partnership Programs, DRS Requested Programs and DRS Allocated Programs shall be consistent.

4.3           Resolution of Disputes.  All disputes between the Partners arising out of, or relating to, the interpretation or performance pursuant to the terms of this Amendment, or any breach thereof, shall be resolved in accordance with the provisions of Article 9 of the Partnership Agreement.

4.4           Amendment.  This Amendment may not be amended, altered or modified except by written instrument, signed by all parties.

4.5           Headings.  All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Amendment.

4.6           Complete Agreement.  This Amendment and the Partnership Agreement constitute the complete and exclusive statement of the agreement between the Partners with respect to the subject matter hereof, and replaces and supersedes all prior agreements by and among the Partners.  This Amendment supersedes any and all prior written or oral statements and no representation, statement, or condition or warranty not contained in this Amendment or the Partnership Agreement shall be binding on the Partners or have any force or effect whatsoever.  Except as specifically modified herein, all of the terms and conditions contained in the Partnership Agreement shall remain in full force and effect.

4.7           Additional Documents and Acts.  In connection with this Amendment, as well as all transactions contemplated by this Amendment, each Partner agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be reasonably necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Amendment, and all such transactions.

4.8           Binding Effect.  This Amendment shall be binding upon and inure to the benefit of the Partners, and their respective distributees, successors and permitted assigns.

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4.9           Counterparts.  This Amendment may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

DRS SYSTEMS MANAGEMENT CORPORATION
By:	/s/ Paul G. Casner
	Print name:	Paul G. Casner, Jr.
	Print Title:	President
SUNBURST MANAGEMENT, INC.
By:	/s/ Kim Kunkle
	Print Name:	Kim Kunkle
	Print Title:	President

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Exhibit “A”

(Partnership Programs)

1.Northrop Grumman J-STARS

2.Lockheed Martin Q-70

3.Lockheed Martin JECCS

4.United Defense

                — Bradley

                — BFIST

                — M88

                — FSCATT

                — Grizzly

                — Crusader

5.Condor Systems

6.Lockheed Martin — Manassas

7.Boeing

8.National Oceanic Atmospheric Administration

9.Northrop Grumman Baltimore

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EX-10.13

Exhibit 10.13

AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”), originally entered into as of November 20, 1996, is hereby amended and restated as of the 1^st day of January, 2005, by and between DRS Technologies Inc., a Delaware corporation (the “Company”), and Mark S. Newman (the “Executive”).

WHEREAS, the Executive desires to enter into this amended and restated agreement of employment with the Company in accordance with the terms and conditions set forth herein; and

WHEREAS, the Company desires to continue to employ the Executive as its Chairman of the Board, President and Chief Executive Officer in accordance with the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto, intending legally to be bound, hereby agree as follows:

1.     Term of Employment.  This Agreement shall be effective from January 1, 2005 (the “Effective Date”) and its initial term shall continue in effect until December 31, 2007 (such period being the “Term”).  On January 1 of each year, beginning on January 1, 2006, the term of this Agreement shall automatically be extended for one additional year (such that as of January 1 of each year, the term of this Agreement shall be three years), unless at least ninety (90) days prior to the end of the calendar year, either party hereto gives written notice to the other party of its intention not to extend the Term.  This Agreement may be terminated at any time during its Term solely in accordance with the terms and conditions of Section 5 herein.  Notwithstanding the foregoing, this Agreement shall remain in effect for at least two years immediately following a Change in Control which occurs during the Term.

2.     Duties.

2.1        Position.  The Company hereby employs the Executive in a professional capacity with the title of Chairman of the Board, President and Chief Executive Officer of the Company, and the Executive hereby accepts such employment and undertakes and agrees to serve in such capacities. In such capacities, the Executive shall have such powers, perform such duties and fulfill such responsibilities typically associated with such positions in other publicly-held companies, including, without limitation, planning, supervision and control of the operations and financial affairs of the Company, management and direction of the Company’s operating divisions, and such other general powers and duties of an operational or supervisory nature usually vested in the offices held by him. In addition, subject to his election by the stockholders of the Company, the Executive shall serve on the Company’s Board of Directors as Chairman of the Board. Performance of his duties hereunder shall in no event require that the Executive work on a regular basis at any location other than within twenty (20) miles of his present office location; provided, however, that if Executive initiates a relocation of

his present office, such shall be deemed a consent to performance of his duties in such location. The Executive shall devote substantially all of his working time and efforts to the performance of his duties hereunder. The Executive shall report directly to the Board of Directors of the Company (the “Board”), and shall have the authority to hire and discharge any employee or independent contractor of the Company or its affiliates (excluding, however, the public accounting firm serving as the Company’s auditor).

2.2        Limitation on Other Employment.  During the term of his employment hereunder, the Executive will not engage in any other occupation for gain, profit or pecuniary advantage without the consent of the Board; provided, however, that this limitation shall not be construed as preventing him from (a) serving on the board of directors of any corporation not directly competitive with the Company (provided that Executive has informed the Board of his intention to so serve and that the Board has not reasonably objected thereto within twenty days of its receipt of Executive’s notice), and (b) investing or trading in securities or other forms of investment, in each case so long as such activities do not materially interfere with the performance of his duties hereunder and such investments do not represent the ownership of 5% or more of the capital stock of publicly traded entities.

3.     Compensation.

3.1        Base Salary.  In consideration of the services rendered hereunder, the Company shall pay the Executive during the period beginning January 1, 2005 and ending March 31, 2005, a base salary at the rate of SEVEN HUNDRED EIGHTY THOUSAND DOLLARS ($780,000) per annum.  For the period beginning April 1, 2005 and continuing for the remainder of the Term of this Agreement, the Company shall pay the Executive a base salary at the rate of EIGHT HUNDRED ELEVEN THOUSAND TWO HUNDRED DOLLARS ($811,200) per annum or at such higher rate as the Board may reasonably determine (“Base Salary”), which amount will be payable to him in bi-weekly installments (or at such intervals as other salaried employees of the Company are paid). The amount of the Executive’s Base Salary shall be reviewed annually by the Compensation Committee of the Board (the “Compensation Committee”), but shall not be reduced without written consent of the Executive and shall in all events be increased annually, by the percentage change in the Consumer Price index for Urban Wage Earners - New York, N.Y. - Northeastern N.J. (“CPI”) (which CPI percentage change shall be determined in accordance with past practice). The Executive and the Company may agree on a higher Base Salary for any renewal term of this Agreement but if they do not agree by the beginning of a renewal term, the Executive’s Base Salary shall be the base salary he received in the year immediately prior to the renewal term increased by the percentage change in the CPI.

3.2        Incentive Compensation.

(a)       To further the attainment of the Company’s long-term profit and growth objectives, the Executive shall be eligible to receive an incentive bonus subject to the terms of the currently effective Incentive Compensation Plan (“ICP”). Specific annual bonus awards shall be predicated on the Executive’s performance and

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subject to the Company achieving its operating targets, consistent with the rules as set forth in the ICP.  The Executive’s target bonus (“Target Incentive Compensation”) each year shall be equal to at least 84% of his Base Salary for such year.  The Executive’s actual bonus award may exceed the Target Incentive Compensation if his performance and the Company’s operating result are in excess of targets.

(b)       The Executive shall participate in all other bonus, long-term capital accumulation and/or stock-based programs that the Company may adopt from time to time.

4.     Benefits.

4.1        Benefit Programs.  The Executive will be included in all group insurance plans (“Insurance Plans”), retirement plans, and other benefit plans and arrangements (such retirement and other benefit plans and arrangements, together with the Insurance Plans, the “Benefit Program”) available to executives of the Company, as such plans may be or have been adopted from time to time.

4.2        Vacation.  The Executive shall be entitled to five (5) weeks of vacation with pay during each twelve (12) month period of employment under this Agreement.

4.3        Automobile and Other Expenses.  The Company will provide the Executive with an automobile consistent with past practice and the Company will pay, or reimburse him for, all business-related operating expenses of such automobile, including without limitation, insurance, service, repairs, gasoline and oil. The Company will also reimburse the Executive for: (a) his ordinary and customary business expenses incurred in the performance of his duties hereunder, (b) a comprehensive annual physical examination by a physician of his choice and (c) tax planning and financial counseling by professionals of his choice up to an annual limitation of $20,000.

5.     Termination.

5.1        Termination by the Company for Cause.

(a)       Definition. The Company may terminate the Executive’s employment hereunder for “Cause” which shall be limited to:

(i)                    Willful gross neglect or dereliction of Executive’s duties or other willful grave misconduct by him; or

(ii)                   Executive’s engaging in willful conduct which has caused demonstrable and serious injury to the Company, monetary or otherwise, as evidenced by a written determination made by the Board; or

(iii)                  (A) Executive’s conviction for or plea to a felony, or (B) Executive’s conviction for or plea to any lesser crime which involves the property of the Company and which causes demonstrable and serious

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injury to the Company (except for motor vehicle offenses and minor traffic violations).

Notwithstanding the foregoing, (x) no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company, and (y) termination for Cause may not occur pursuant to clauses (i) or (ii) of this Section 5.1(a) unless and until, with the Board’s prior approval, the Company has delivered to the Executive a notice of termination (“Notice of Termination”), which shall contain in reasonable detail the facts purporting to constitute such nonperformance, act, omission or breach, and afforded him 30 days thereafter to cure the same (if curable) and/or to respond in writing to the Board setting forth his position that his termination for Cause should not occur and requesting reconsideration by the Board, in which event (A) the effective date of termination of employment shall be deferred until the Board has had the opportunity to consider whether such nonperformance, act, omission or breach has been cured and to consider any request by the Executive for reconsideration, and (B) the Board shall thereafter cause a written notice to be delivered on its behalf to the Executive stating either that it has rescinded its determination that his employment is to be terminated for Cause or that affirms its determination that his employment is to be terminated for Cause and that contains an effective date of termination of employment, which shall be not earlier than 15 days after such notice is given. Upon delivery to the Executive of Notice of Termination under this Section 5.1(a), the Executive shall be suspended from all duties and responsibilities unless and until the Board rescinds its determination that his employment is to be terminated for Cause.

(b)      Compensation upon Termination for Cause. Upon the termination of the Executive’s employment for Cause, the Company shall pay the Executive his Base Salary through the effective date of such termination, any unpaid bonuses (including the ICP Award) for a prior year, any bonuses (including the ICP award) for the year of termination determined in accordance with Section 5.2(c)(iii), as well as all other amounts accrued through the effective date of such termination (collectively the “Accrued Obligations”).

5.2        Termination for Disability or Death.

(a)       Disability. The Company may terminate the Executive’s employment hereunder in the event of the Executive’s permanent disability. For the purposes of this Agreement, permanent disability shall mean the Executive’s inability, whether mental or physical, to perform the regular duties of his employment on a full-time continuous basis for six (6) consecutive months (the “Disability Period”). If a policy of disability insurance maintained by the Company is in effect insuring the Executive, then in no event shall Executive be deemed to be disabled until he is determined to be entitled to receive disability income payments pursuant to such disability policy. During the Disability Period, the Company shall (i) pay the Executive his full Base Salary then in effect, as well as any ICP benefit to which he would otherwise be entitled, reduced by

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any amounts to which he actually receives under any disability plan maintained by the Company during the Disability Period, and (ii) shall continue his participation in the Benefit Program. The Company shall notify the Executive in writing of any such finding on its part at the end of the Disability Period. If the Company and the Executive are unable to agree whether he is so disabled, the question shall be decided by a panel of three physicians, one to be designated by the Company, one by the Executive and one by the first two so designated. The determination of the panel shall be final and binding upon the parties with costs of the panel to be paid by the Company.

(b)       Death. The Executive’s employment hereunder will terminate upon the Executive’s death.

(c)       Compensation upon Termination for Disability or Death.

(i)                    If the Company terminates the Executive’s employment due to permanent disability, pursuant to Section 5.2(a) herein, the Company shall pay the Executive his Accrued Obligations and a lump sum payment equal to his annual Base Salary; provided, that the Executive shall repay the Company any amounts (up to the total amount of the lump sum payment) that he actually receives under any disability plan maintained by the Company during the twelve month period following the date of termination.

(ii)                   If the Executive’s employment is terminated due to his death, pursuant to Section 5.2(b) herein, the Company shall pay the Executive’s estate or designated beneficiary (A) the Executive’s Accrued Obligations and (B) and a lump sum payment equal to the Executive’s Base Salary for the period ending on the end of the fiscal year in which occurred the date of death or, if longer, for three months following the date of death.

(iii)                  For purposes of determining the bonus payable in the year of termination, the Company shall pay a bonus equal to the amount of the most recent full year’s bonus paid to Executive preceding the year of termination, pro-rated for the period of his employment during the termination year.

(iv)                  If the Executive’s employment is terminated due to his death or permanent disability, all stock options, restricted stock and restricted stock units and any other equity based awards granted to the Executive under the 1996 Omnibus Plan or any successor plan, shall immediately vest and all stock options shall remain exercisable for a period of 12 months following such termination (or if earlier, until the original expiration term of such stock option)  (or such longer period permitted under the applicable plan or agreement) and shall expire thereafter.

(d)       Benefits upon Termination for Death or Disability.

(i)                    If the Company terminates the Executive’s employment due to his permanent disability, pursuant to Section 5.2(a) herein, the

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Company shall continue to provide him and his dependents coverage under the Insurance Plans, at his option, for the longer of Executive reaching the age of sixty-five (65) or the period required by applicable law provided that if any such plan does not permit such coverage, the Company shall provide the Executive with a cash payment equivalent on an after-tax basis to the premium cost of obtaining comparable coverage for such period. The Company shall provide such coverage at its expense (except with respect to those costs for which the Executive was responsible prior to the termination of employment).

(ii)                   If the Executive’s employment is terminated due to his death, pursuant to Section 5.2(b) herein, the Company shall continue to provide the Executive’s dependents medical insurance coverage, at their option, for the longer of: (A) one (1) year after his death, (B) the period for which Executive’s children would be considered dependents for health insurance purposes, or (C) the period required by applicable law.  The Company shall provide such coverage at its expense (except for those costs for which the Executive was responsible prior to this death); provided that if any such plan does not permit such coverage, the Company shall provide the Executive’s dependents with a cash payment equivalent on an after-tax basis to the premium cost of obtaining comparable coverage for such period.

5.3        Termination by the Executive.

(a)       Good Reason. The Executive may terminate his employment during the Term hereunder for “Good Reason” upon the occurrence of any of the events listed below:

(i)                    upon the failure by the Company (or its stockholders as the case may be) to elect or reelect or to appoint or reappoint the Executive to the offices of President and Chief Executive Officer of the Company or as a member of the Board or as Chairman of the Board; provided, however, failure to reelect or reappoint the Executive as Chairman of the Board shall not constitute Good Reason where the Company or the stockholders fail to reelect the Executive in order to comply with any rule or regulation of any governmental or regulatory body or any exchange on which the Company is listed; or

(ii)                   after the occurrence, without the written consent of the Executive, of an event constituting a material breach of this Agreement by the Company that has not been fully cured within twenty (20) days after written notice thereof has been given by the Executive to the Company; or

(iii)                  the assignment to the Executive of any duties inconsistent with the Executive’s position as the President and Chief Executive Officer of the Company or a substantial adverse alteration in the nature of the Executive’s responsibilities associated with such positions, or

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(iv)                  upon the occurrence of any action taken by the Company which would constitute a constructive termination; or

(v)                   a reduction by the Company in the Executive’s Base Salary; provided, that, across the board salary reductions affecting similarly situated senior executives of the Company shall not constitute Good Reason; or

(vi)                  a reduction in the Target Incentive Compensation upon which the Executive’s annual incentive compensation is determined; provided, that, prior to a Change in Control equivalent reductions made across the board for similarly situated senior executives shall not constituting Good Reason; or

(vii)                 the failure by the Company to continue to provide the executive with current benefits, fringe benefits or vacation days; provided, that, across the board benefit reductions affecting similarly situated senior executives of the Company shall not constitute Good Reason; or

(viii)                the relocation of Executive’s principal place of employment, without his consent, to a location more than twenty (20) miles from the current place of such employment; or

(ix)                   the failure of a successor to the Company to expressly assume and agree to perform this Agreement pursuant to Section 5.7 herein.

(b)       Compensation and Benefits upon Termination by the Executive.

(i)                    The Executive may terminate his employment hereunder for any reason.  In the event of a termination of this Agreement by the Executive for any reason (other than for Good Reason), the Company shall provide to him his Accrued Obligations.

(ii)                   If the Executive terminates his employment hereunder for Good Reason:

(A)          the Company shall provide him his Accrued Obligations;

(B)           the Company shall pay him, as liquidated damages under this Agreement, a lump sum payment equal to three (or, in the case of a termination prior to a Change in Control, the greater of (x) 2 or (y) the fraction, the numerator of which is the number of months remaining in the Term and the denominator of which is 12) times the sum of (1) his Base Salary then in effect plus (2) the bonus earned by him during the immediately preceding fiscal year of the Company; and

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(C)           his employment shall be deemed to continue, for purposes of determining his participation in all medical, dental, hospitalization, life insurance and other welfare and perquisite plans and programs, in each case in which he was participating on the date of termination of the Executive’s employment with the Company for 3 (or, in the case of a termination prior to a Change in Control, the greater of (x) 2 or (y) the fraction, the numerator of which is the number of months remaining in the Term and the denominator of which is 12) years; provided, however, if participation by the Executive in the Benefit Program during the applicable benefit continuation period is not permitted under any such plan, the Company will provide him with equivalent after-tax benefits.  Notwithstanding the foregoing, continued benefits or payments otherwise receivable by the Executive under the Benefit Program pursuant to this Section 5.3(b)(ii) shall be reduced to the extent benefits of the same type are received by or made available to the Executive by a subsequent employer during the benefit continuation period (and any such benefits received by or made available to the Executive shall be reported to the Company by the Executive).  During the applicable period referenced above the Executive will have full use of the Company supplied automobile.  The Executive also will be provided with outplacement assistance utilizing a consultation service designated and paid for by the Company.

(D)          Upon any termination of employment by the Executive for Good Reason, all stock options, restricted stock and restricted stock units and any other equity based awards granted to the Executive under the 1996 Omnibus Plan or any successor plan, shall immediately vest and all stock options shall remain exercisable for a period of 12 months (or such longer period permitted under the applicable plan or agreement) following such termination (or if earlier, until the original expiration term of such stock option) and shall expire thereafter.

(c)       Definition of Change in Control. A “Change in Control” shall mean the occurrence of the event set forth in any one of the following paragraphs:

(i)                    any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 20% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or

(ii)                   the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened

8

election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)                  there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than

(A)          a merger or consolidation which would result in the voting securities of the Company, outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or

(B)           a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 20% or more of the combined voting power of the Company’s then outstanding securities; or

(iv)                  the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes of this Section 5.3(c), the following definitions shall apply: “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Act,”), as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the

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Act. “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Act.

5.4        Termination by the Company other than for Cause.  If the Company terminates the Executive’s employment hereunder without “Cause,” the Company shall pay the Executive the amounts, and provide to the Executive the benefits, described in Section 5.3(b)(ii).

5.5        Termination after the expiration of the Term.  If the Executive’s employment with the Company is terminated upon or after the expiration of the Term, the Company shall pay the Executive his Accrued Obligations.

5.6        Gross-up.

(a)       Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company, any individual or entity whose actions result in a change in ownership or control (a “Change in Ownership or Control”) as provided in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), or their respective subsidiaries or affiliates to or for the benefit of the Executive (including any payment or benefits received in connection with a Change in Ownership or Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the “Total Payments”) will be subject to any excise tax imposed under section 4999 of the Code (such tax, the “Excise Tax”), the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, and after taking into account the phase out of itemized deductions and personal exemptions attributable to the Gross-Up Payment, shall be equal to the Total Payments.

(b)       For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Ownership or Control, the Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” within the meaning of section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the Base Amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections

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280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the date of termination of the Executive’s employment with the Company (or if there is no date of termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section 5.5), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(c)       In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay to the Company, within five (5) business days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive), to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code.  In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that the amount of such excess is finally determined.  The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.

5.7        Successor.  The Company, or any entity which controls the Company, shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement expressly to assume and agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform if no such succession had occurred. Failure of the Company or a controlling entity to obtain such agreement prior to the effective date of any such succession followed by failure of the successor to honor this Agreement shall be a breach of this Agreement and shall entitle the Executive to the rights and benefits hereunder as though he had terminated his employment with the Company for Good Reason pursuant to paragraph 5.3 herein (including those provisions which concern compensation following a Change in Control), whether or not he terminates his employment with the Company.  As used in this Agreement (except with respect to the definition of Change in Control), “Company” shall mean the Company as defined above and any successor to all or substantially all of its business or assets which becomes bound by all of the terms and conditions of this Agreement.

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6.     Restrictions.

6.1        Confidential Information.  The Executive agrees that during and after the period of his employment he will not, without authorization from the Company, divulge, disclose or otherwise communicate to any person or company any information of a confidential nature pertaining to specific details of the Company’s business, functions or operations, except  when required to do so by a court of law, by any governmental agency having supervisory authority over the Company or the Executive or by any administrative or legislative body (including a committee thereof) with apparent or actual jurisdiction to order him to divulge, disclose or make accessible such information or as necessary to enforce his rights under this Agreement or any other agreement, plan or arrangement with the Company. The Executive further agrees that, upon termination of his employment with the Company for any reason, he will promptly return to the Company all books and records of or pertaining to the Company’s business, and all other property belonging to the Company which is in his custody or possession.

6.2        Non-Compete.  During his employment by the Company and in the event he is terminated by the Company for Cause or terminates his employment without Good Reason, for twelve (12) months thereafter, subject to Section 2.2 above, the Executive shall not compete with the Company in any activity relating to the business of the Company as conducted by the Company during his employment. For purposes of the preceding sentence, competition shall include, without limitation, direct or indirect competition by the Executive, whether as an owner, officer, director, employer, partner, consultant, advisor, contractor, principal agent, licensor, employee or affiliate of a person firm, venture or corporation that so competes with the Company. Without the prior written approval of the Board, the Executive further agrees that during the twelve (12) month period following the termination of his employment for any reason he will not solicit for employment any employee of the Company.

6.3        Cause of Action.  The parties hereby declare that the rights of the Company are of a unique nature, the loss of which may cause irreparable harm, and that it may be impossible to measure in money the damages which will accrue to the Company by reason of the loss of such rights or a failure by the Executive to perform or adhere to any of the obligations under Sections 6.1 and 6.2 herein. The Executive expressly acknowledges that remedies at law alone will be inadequate to compensate the Company for any breach or violation of any of the provisions of Sections 6.1 or 6.2 herein, and that the Company, in addition to all other remedies hereunder or thereunder, shall be entitled, as a matter of right, to seek injunctive relief, including specific performance, with respect to any such breach of violation, in any court of competent jurisdiction.

7.     Legal Matter.

7.1        Resolution of Conflict.  Except as provided in Section 6.3, any and all disputes, claims and controversies between the parties hereto concerning the validity, interpretation, performance, termination or breach of this Agreement, which cannot be resolved by the parties within ninety (90) days after such dispute, claim or controversy arises shall, at the option of either party, be referred to and finally settled by arbitration.

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Such arbitration shall be initiated by the initiating party giving notice (the “Arbitration Notice”) to the other party (the “Respondent”) that it intends to submit such dispute, claim or controversy to arbitration. Each party shall, within thirty (30) days of the date the Arbitration Notice is received by the Respondent, designate a person to act as an arbitrator, if either party fails to designate a person to Act as an arbitrator within the time specified herein the arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation appoint a third arbitrator who shall act as presiding arbitrator (the “Presiding Arbitrator”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according to the rules of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”).

Such arbitration shall be held in New Jersey in accordance with the Rules except as otherwise expressly provided herein. The arbitrators shall, by majority vote, render a written decision stating reasons therefor in reasonable detail within three (3) months after the appointment of all the arbitrators. The award of the arbitrators shall be made in United States currency and shall be final and binding, and judgment thereon may be rendered by any court having jurisdiction thereof, or application may be made to such court for the judicial acceptance of the award and an order of enforcement as the case may be.

7.2        Legal Fees.  If the Company and the Executive become involved in any action, suit or proceed­ing relating to the alleged breach of this Agreement by the Company, the Company shall reimburse the Executive for all expenses (including reasonable attorney’s fees) incurred by the Executive in connection with such action, suit or proceeding; provided, however, that the Company will not reimburse the Executive for any amounts incurred by the Executive in any action, suit or proceeding which is ultimately determined by the arbitrator to have been frivolous.  Such costs shall be paid to the Executive promptly upon presentation of expense state­ments or other supporting information evidencing the incurrence of such expenses.  In addition, the Company agrees to reimburse the Executive for up to $20,000 of legal fees incurred in connection with the negotiation of this Agreement.

7.3        Notices.  All notices, requests, consents and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if delivered personally or mailed first class, postage prepaid, by registered or certified mail, addressed to either party at the address first written above (or to such other address as either party shall designate by notice in writing to the other party in accordance herewith).

8.     Indemnification.  The Company hereby agrees to indemnify the Executive and hold him harmless (including the advancement of fees and expenses) to the fullest extent permitted by law and/or under the by-laws and charter of the Company against and in respect to any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, penalties and damages resulting

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 from the Executive’s good faith performance of his duties and obligations with the Company.

9.     Miscellaneous.

9.1        Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed within New Jersey, without regard to the principles of conflict of laws.

9.2        Headings.  The sections headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

9.3        Entire Agreement.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein, and from and after the date hereof supersedes all prior agreements, arrangements and understandings, written or oral, relating to the subject matter herein provided, however, that the benefits conferred under this Agreement are in addition to, and not in lieu of, any and all benefits conferred under plans and arrangements currently in effect for the Executive.  No provision of this Agreement is intended to confer on any person not a party hereto any rights or remedies.

9.4        Assignment.  This Agreement is binding upon and shall insure to the benefits of the Executive and his estate, but the Executive’s rights and obligations hereunder may not be assigned or pledged by him.

9.5        Modification.  This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants herein may be waived, only by written instrument executed by both of the parties hereto or in the case of a waiver, by the party waiving compliance.

9.6        No Mitigation.  The Company agrees that, if the Executive’s employment with the Company terminates during the term of this Agreement, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to Section 5 herein.  Further, no payment or benefit provided for in this Agreement shall be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by the Executive to the Company, or otherwise, except as provided in Section 5.3(b)(ii)(C).

9.7        Conformance with Internal Revenue Code Section 409A.  The Company and the Executive agree to negotiate in good faith should any amendment to the Agreement be required in order to comply with Section 409A of the Code.

9.8        Counterparts.  This Agreement may be executed in several counterparts (including by means of facsimile), each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement with legal and binding effect as of the day and year first above written.

DRS TECHNOLOGIES, INC.
BY:	/s/ General Dennis J. Reimer
	General Dennis J. Riemer, USA (Ret.)

THE EXECUTIVE
	Mark S. Newman
	Mark S. Newman

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EX-10.27

Exhibit 10.27

DRS TECHNOLOGIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated Effective March 31, 2005)

TABLE OF CONTENTS

ARTICLE I INTRODUCTION
1.1	Name of Plan; Certain Grandfathered Amounts
1.2	Purpose
ARTICLE II DEFINITIONS
2.1	Administrator
2.2	Basic Plan
2.3	Board
2.4	Company
2.5	Compensation
2.6	Deferred Retirement Date
2.7	DRS
2.8	Early Retirement Date
2.9	Final Average Annual Compensation
2.10	Hypothetical Contribution Amount
2.11	Normal Retirement Date
2.12	Old-age Insurance Benefit Amount
2.13	Participant
2.14	Plan
2.15	Retirement
2.16	Service
2.17	Social Security Act and SSA
ARTICLE III ELIGIBILITY
3.1	Eligible Employees
3.2	Continuation of Status
3.3	Waiver of Participation
ARTICLE IV RETIREMENT INCOME
4.1	Normal or Deferred Retirement Benefits
4.2	Early Retirement Benefit
4.3	Retirement Prior to Early Retirement Date
ARTICLE V PAYMENT OF BENEFITS
5.1	Payment of Benefits
5.2	Election of Optional Form

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ARTICLE VI DEATH BENEFITS
6.1	Death Benefit; Designation of Beneficiary
6.2	Action by Company
ARTICLE VII CLAIMS PROCEDURE
7.1	Claims Procedures
ARTICLE VIII VESTING; CHANGE OF CONTROL
8.1	Vesting; Payment following Change of Control
8.2	Change of Control
ARTICLE IX NATURE OF OBLIGATIONS TO MAKE BENEFIT PAYMENTS
9.1	Source of Plan Benefits
9.2	No Interest; Unsecured Creditor
9.3	Provision of Data by Participant or Surviving Spouse
ARTICLE X NON ASSIGNMENT OF INTEREST
10.1	Non-Assignability
ARTICLE XI NOT AN EMPLOYMENT CONTRACT
11.1	Not a Contract of Employment
ARTICLE XII ADMINISTRATION OF THE PLAN
12.1	Authority of Administrator
12.2	Expenses of Plan
12.3	Indemnification
ARTICLE XIII AMENDMENT AND TERMINATION
13.1	Amendment and Termination
ARTICLE XIV FORFEITURE
14.1	Forfeiture

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ARTICLE I

INTRODUCTION

1.1Name of Plan; Certain Grandfathered Amounts

This DRS Technologies, Inc. Supplemental Executive Retirement Plan (the “Plan”) is hereby amended and restated by DRS Technologies, Inc. (“DRS”) effective as of March 31, 2005.  Notwithstanding anything in this Plan to the contrary, any amounts under this Plan which were deferred before January 1, 2005 (as determined in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any rules or regulations promulgated thereunder) (“Grandfathered Amount”) shall be subject to the terms and conditions of the Plan as in effect on December 31, 2004.

1.2Purpose

The Plan is intended to enable the Company to attract and retain highly qualified executives and to encourage those executives to devote their full-time best efforts to the Company and its subsidiaries by providing to them supplemental retirement income in consideration of those efforts.

This Plan is intended to be an unfunded supplemental program that is not subject to limitations applicable to benefits provided through a qualified, tax-exempt employee benefit plan established pursuant to Section 401(a) of the Code.  The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

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ARTICLE II

DEFINITIONS

2.1Administrator

“Administrator” shall mean the person or persons so designated and acting under Article XII.

2.2Basic Plan

“Basic Plan” shall mean the DRS Retirement/Savings Plan, including any successor plan or predecessor thereof of DRS for its employees generally or of any of its wholly-owned or majority-owned subsidiaries as in effect from time to time.

2.3Board

“Board” shall mean the Board of Directors of DRS.

2.4Company

“Company” shall mean DRS Technologies, Inc. and its subsidiaries, collectively.

2.5Compensation

“Compensation” shall mean, except with respect to Participants set forth on Exhibit B, the base salary of a Participant (excluding any payment in the nature of a bonus or award or premium for overtime or additional work) before reduction in connection with participation in any plan in the nature of a deferred compensation plan (whether such plan provides for deferral of salary or bonus as a “cash or deferred arrangement” under Section 401(k) of the Code, or otherwise).  Compensation for Participants set forth on Exhibit B shall have the meaning set forth on Exhibit B.

2.6Deferred Retirement Date

“Deferred Retirement Date” shall mean the first day of a month following Participant’s Retirement, where such Retirement occurs after the Normal Retirement Date.

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2.7DRS

“DRS” shall mean DRS Technologies, Inc.

2.8Early Retirement Date

“Early Retirement Date” shall have the meaning set forth in Section 4.2 hereof.

2.9Final Average Annual Compensation

“Final Average Annual Compensation” shall mean one-third (1/3) of the total Compensation earned in the thirty-six (36) consecutive month period in which such total Compensation is highest during the sixty (60) month period immediately prior to Retirement.

2.10Hypothetical Contribution Amount

“Hypothetical Contribution Amount” shall mean, for each plan year that the Participant is eligible to participate in the Basic Plan after 1984 which is a year of Service hereunder:

(A)$4,273 for the 1985 plan year.

(B)$4,419 for the 1986 plan year.

(C)For each plan year after 1986, the maximum permitted Company contribution under the Basic Plan for such plan year.

For the plan year in which the Participant is first eligible for the Basic Plan and the plan year in which the Participant Retires or dies, the Hypothetical Contribution Amount will be prorated based on the number of full calendar months while such Participant is eligible to participate in the Basic Plan divided by twelve (12).

2.11Normal Retirement Date

“Normal Retirement Date” shall mean the first day of the month following the date a Participant reaches the age of 65 or, if later, the date such Participant is first credited with ten (10) or more years of Service.

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2.12Old-age Insurance Benefit Amount

“Old-age Insurance Benefit Amount” shall mean the amount (as determined by the Administrator) of monthly “Old-age Insurance Benefit,” as that term is used in Section 402 of the Social Security Act, to which a Participant would be entitled under SSA on his or her own (and not as a spouse or otherwise) account and without any reduction or deduction (for earnings or otherwise), calculated as follows:

(A)Such amount shall, in the case of a Participant whose Retirement shall commence at or after age 62 but not later than age 65, be the amount of such benefit payable if the Participant were then entitled under SSA to receive such benefit, and

(B)which amount shall, in the case of a Participant whose Retirement shall commence on or after age 65, be the amount of such benefit payable under SSA for the first month for which such benefit amount would be payable at Retirement commencement.

2.13Participant

“Participant” shall mean a person covered under the Plan in accordance with Article III.

2.14Plan

“Plan” shall mean the DRS Technologies, Inc. Supplemental Executive Retirement Plan, as set forth herein and as amended from time to time.

2.15Retirement

“Retire” or “Retirement” shall be deemed to have occurred on the date on which the Participant’s employment terminates for any reason other than death.

2.16Service

(A)“Service” shall mean, with respect to each Participant who was a Participant in the Plan prior to April 1, 2004 and, following the occurrence of a Change of Control, with respect to each Participant, the number of complete months during which the Participant was continuously employed by the Company prior to his or her Retirement, including but not limited to, any period during which (1) the Participant was on an approved leave of absence (whether paid or unpaid), (2) the

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Participant was on a military leave and the Participant had a right to reemployment under applicable law during such leave and the Participant returned to active employment within the time period during which his or her reemployment rights were guaranteed under applicable law or (3) the Participant was receiving short or long-term disability benefits or workers’ compensation benefits.  Service shall also include such additional periods of service or credit for additional periods of service as may be determined by the Board at any time prior to Participant’s Retirement, including any additional service granted to a Participant pursuant to any individual employment or severance or similar type of agreement to which the Participant and the Company are parties.

(B)With respect to a Participant who first becomes a Participant in the Plan on or after April 1, 2004, Service shall mean Service as determined in Section 2.16(A) above, provided that no Service shall be credited to such Participant with respect to periods of employment prior to the date of entry into the Plan until the Participant has been credited with one year of Service after entry into the Plan.  With respect to each year of Service after entry into the Plan, the Participant shall be credited with two (2) years of Service with respect to such Participant’s employment with the Company prior to entry into the Plan, until the Participant has received Service credit for the full period of his or her employment with the Company.

(C)Notwithstanding anything in this Section 2.16 to the contrary, credited Service under the Plan shall not exceed thirty (30) years.

(D)No credit for benefit determination purposes will be given for any period of Service of a Participant with respect to which the maximum permitted employee contributions by that Participant were not, but could have been, made to the Basic Plan or with respect to which required employee contributions by that Participant to the Basic Plan were made and have been, or will be, withdrawn and not repaid, with interest, as provided in the Basic Plan.

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2.17Social Security Act and SSA

“Social Security Act” and “SSA” each shall mean the Federal Social Security Act, as amended from time to time.

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ARTICLE III

ELIGIBILITY

3.1Eligible Employees

Plan Participants shall be those individuals as set forth on Exhibit A attached hereto.  The Administrator shall designate each such Participant as a Class A Participant or a Class B Participant.  Unless otherwise determined by the Administrator, each Company employee classified as a “Band A1” or above shall become a Class B Plan Participant upon employment or promotion to such status, as applicable.

3.2Continuation of Status

The Administrator may change the status of Plan Participants in its discretion.  If a Participant’s status is so changed, any future benefits of such Participant shall be calculated in accordance with the specific provisions for the benefit class contemplated by Section 4.1, without modification or recalculation of any benefit earned prior to such status change.  In addition, unless otherwise determined by the Administrator, a Participant who ceases to be employed as a “Band A1” or above employee shall immediately cease to participate in the Plan and shall not accrue any additional Plan benefits after the date of such cessation.  Notice shall be provided to each Participant whose status is amended.

3.3Waiver of Participation

Notwithstanding any provision contained herein to the contrary, any person who has waived participation in the Plan under any individual compensation or retirement or other agreement shall be ineligible to become a Participant hereunder.

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ARTICLE IV

RETIREMENT INCOME

4.1Normal or Deferred Retirement Benefits

Upon a Participant’s Retirement from the Company on his or her Normal Retirement Date or Deferred Retirement Date, the Company shall pay to such Participant, in accordance with Article V, a monthly benefit calculated as follows:

(A)With respect to Class A Participants, Final Average Annual Compensation shall be multiplied by a percentage equal to the sum of:

(1)3% for each of the first ten (10) years of the Participant’s Service, plus

(2)1.5% for each of the next twenty (20) years of the Participant’s Service.

Therefore, the maximum percentage by which the Final Average Annual Compensation shall be multiplied is sixty percent (60%).

(B)With respect to Class B Participants, Final Average Annual Compensation shall be multiplied by a percentage equal to the sum of:

(1)2% for each of the first ten (10) years of the Participant’s Service, plus

(2)1.5% for each of the next twenty (20) years of the Participant’s Service.

Therefore, the maximum percentage by which the Final Average Annual Compensation shall be multiplied is fifty percent (50%).

(C)The result of the computation in the preceding clause (A) or clause (B), as applicable, shall be divided by twelve (12) (the result of such division, the “Retirement Benefit”).

(D)The Retirement Benefit shall be reduced by each of the following:

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(1)(a)  The amount available as a monthly retirement benefit from the Basic Plan  attributable to contributions made by the Company.  The Participant’s monthly retirement benefit under the Basic Plan shall be calculated as if amounts attributable to contributions made by the Company or its subsidiary which have been withdrawn or are outstanding as loans (at the time of Retirement) shall have remained on deposit in the Basic Plan and earned interest at the rate of .66% for each month or fraction of a month measured from the date of withdrawal or loan to the first day of the month during which Retirement occurs.  The amount available as a monthly retirement benefit from the Basic Plan attributable to contributions made by the Company in respect of the period of Participant’s Service under this Plan is referred to as the “Basic Plan Amount,” or

(b)  if the Basic Plan Amount is not determinable for a particular year of Service, then the Participant’s Hypothetical Contribution Amount for such year.

(c)  The Basic Plan Amount and the Hypothetical Contribution Amount for each plan year shall be assumed to have been made on the first day of such plan year with interest credited at the end of each Basic Plan plan year quarter and shall be expressed as a single life annuity determined by applying a factor derived from the following actuarial assumptions to the Participant’s accumulated Basic Plan Amount and the Hypothetical Contribution Amounts (plus interest as aforesaid): (1) interest rate of 6% compounded annually and (2) the 1983 Group Annuity Morality Table for Males.  The resulting annual single life annuity shall be divided by twelve (12).  The reduction contemplated by this paragraph 4.1(D)(1) shall hereinafter be referred to as the “Basic Plan Offset”

(2)The Participant’s Old-age Insurance Benefit Amount; and

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(3)In the case of a Participant who has a pension benefit under the DRS Flight Safety and Communications Employee Pension Plan (the “Canadian Pension Plan”), the amount of monthly pension benefit which is or would be payable to such Participant from the Canadian Pension Plan in the form of a single life annuity as of such Participant’s Normal Retirement Date or Deferred Retirement Date, as applicable (whether or not such pension benefit is actually paid at such date from the Canadian Pension Plan because it was paid prior to such date or will be paid at a subsequent date), prorated by multiplying such monthly pension benefit by a fraction (not in excess of one (1)) the numerator of which is such Participant’s years of Service and fractions thereof recognized under the Plan and the denominator of which is the years of credited Service and fractions thereof recognized under the Canadian Pension Plan. Benefits of Participants in the Canadian Pension Plan shall be computed in Canadian dollars and converted for purposes hereof based on the exchange rate published in the Wall Street Journal for the day immediately preceding the date of Retirement.  The reduction contemplated by this paragraph 4.1(D)(3) shall hereinafter be referred to as the “Canadian Pension Offset.”

(E)The result of the computations in this Section 4.1 shall be the Participant’s monthly Retirement Benefit payable at his or her Normal Retirement Date or Deferred Retirement Date, as applicable (the “Normal Retirement Benefit”).

4.2Early Retirement Benefit

Upon a Participant’s Retirement from the Company after attaining at least age 55 with ten (10) or more years of Service but prior to the Normal Retirement Date (“Early Retirement Date”), the Company shall pay to such Participant a retirement benefit equal to the Retirement Benefit reduced by a percentage equal to the product of 2% times the number of years (with the appropriate proration for any partial year) elapsing between the date of his or her Early Retirement Date and the date of his or her 62nd birthday (the “Early Retirement Benefit”).  The Early Retirement Benefit shall be further reduced by (A) (i) in the case of a Participant who Retires on or after age 62, the Old-Age Insurance Benefit

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Amount and (ii) in the case of a Participant who Retires prior to age 62, for the period after attainment of age 62 only, the Old-Age Insurance Benefit Amount determined as if the Participant Retired at age 62, and (B) the Basic Plan Offset or the Canadian Pension Offset or, if applicable, both.

4.3Retirement Prior to Early Retirement Date

Except as provided in Article VIII hereof, no payments under this Plan shall be made to any Participant who Retires prior to attaining age 55 and ten (10) years of Service.

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ARTICLE V

PAYMENT OF BENEFITS

5.1Payment of Benefits

Subject to Article VIII, a Participant’s Normal Retirement Benefit shall commence effective upon the Participant’s Normal Retirement Date or Deferred Retirement Date, as applicable, and shall continue to be paid on the first day of each successive month until the death of the Participant; provided, however, that if on the Normal Retirement Date, or if applicable, the Deferred Retirement Date, such Participant is deemed to be a “Key Employee” (within the meaning of Section 409A of the Code) such Participant’s Normal Retirement Benefit, other than any portion thereof which is a Grandfathered Amount, shall be delayed until the six (6) month anniversary of the date on which such Participant Retires (or such earlier date as permitted by Section 409A(a)(2) of the Code) (“Key Employee Delayed Payment Date”).  As soon as practicable following the Key Employee Delayed Payment Date, each Key Employee whose Normal Retirement Benefit is delayed until the Key Employee Delayed Payment Date shall receive a lump sum cash payment in an amount equal to the payments such individual would have otherwise received prior to the Key Employee Delayed Payment Date plus applicable interest at the rate of 6% compounded annually.  Subject to Article VIII, a Participant’s Early Retirement Benefit shall commence on the Early Retirement Date; provided, however, that if such Participant is deemed to be a Key Employee on the Early Retirement Date, any portion of the Early Retirement Benefit which is not a Grandfathered Amount shall be delayed until the Key Employee Delayed Payment Date.  Any payment with respect to the Grandfathered Amount shall commence on the Normal Retirement Date, the Deferred Retirement Date, or the Early Retirement Date, as applicable.  In the event the Participant shall have elected to receive

15

reduced benefits under Section 5.2, such benefits shall (i) be payable to the Participant’s spouse only if such spouse shall have lived until the month following the month of the Participant’s death and (ii) commence beginning with the month following the month of the Participant’s death and shall continue until the death of such spouse.  Such benefits shall be paid with respect to the entire calendar month in which such death occurs.  In the event that the Participant shall have elected to receive reduced benefits under Section 5.2 for a period certain, the balance of the remaining monthly payments shall be paid, on the same monthly schedule, to the Participant’s spouse or survivor thereof.

5.2Election of Optional Form

(A)A Participant may elect under the Plan to receive a reduced Normal Retirement Benefit or Early Retirement Benefit with respect to the portion of such benefit which constitutes a Grandfathered Amount with a joint and survivor and/or period certain benefit payable to his or her surviving spouse by notifying the Administrator of his or her election in writing prior to his or her Retirement.

(B)A Participant may elect under the Plan to receive a reduced Normal Retirement Benefit or Early Retirement Benefit with respect to the portion of such benefit which does not constitute a Grandfathered Amount with a joint and survivor and/or period certain benefit payable to his or her surviving spouse by notifying the Administrator of his or her election upon commencement of Plan participation.

(C)The Administrator may provide for other opportunities for Plan Participants to elect under the Plan to receive a reduced Normal Retirement Benefit or Early Retirement Benefit with respect to the portion of such benefit which does not constitute a Grandfathered Amount, to the extent permitted under Section 409A of the Code.  In particular, and without limiting the generality of the foregoing, Plan Participants will be given an opportunity to provide for new payment elections, with respect to the form of payment of the portion of the Participant’s benefit which does not constitute a Grandfathered Amount, such new payment elections to be made prior to or on December 31, 2005.

(D)For purposes of calculating any reduced Normal Retirement Benefit or reduced Early Retirement Benefit under this Section 5.2 the following actual assumption shall be used: (1) interest rate of 6% compounded annually and (2) the 1983 Annuity Morality Table for Males.

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ARTICLE VI

DEATH BENEFITS

6.1Death Benefit; Designation of Beneficiary

(A)Upon being named a Participant, an employee shall be eligible to designate a beneficiary for a death benefit (the “Death Benefit”).  The Death Benefit, with respect to a Participant who was a Participant prior to April 1, 2004, shall be a lump sum amount equal to five (5) times the Final Average Annual Compensation, determined without regard to any incentive bonus, of the Participant paid through the proceeds of the Life Insurance Policy, as described below, and shall not, in any event, exceed such proceeds.  The Death Benefit shall equal, with respect to a Participant who became a Participant in the Plan on or after April 1, 2004, the present value of Participant’s accrued benefit under the Plan as of his or her death.  For purposes of determining such present value, the following actuarial assumptions shall be utilized:

Mortality:	1983 Group Annuity Mortality Table for Males
Interest Discount Rate:	6%
Assumed Retirement Age:	Age 62 or age at death, if later.

The Death Benefit shall be paid to the designated beneficiary of the Participant or the named contingent beneficiary in the event the designated beneficiary does not survive the Participant.  The Death Benefit shall only be payable upon a Participant’s death prior to Retirement and shall be in lieu of any other plan benefits.

(B)With respect to the Death Benefit of a Participant who entered the Plan prior to April 1, 2004, the Company shall continue to maintain the previously purchased life insurance policy (the “Life Insurance Policy”) with respect to such Death Benefit.  The Life Insurance Policy shall be issued to the Company and the Company shall have and may exercise all ownership rights in such policy; provided, however, that the Company shall not exercise any rights under the policy which shall compromise or reduce the Death Benefit payable to the beneficiary.  Dividends payable under the Life Insurance Policy, if any, will be

17

applied as the Company shall determine.  If the Life Insurance Policy proceeds exceed the Death Benefit payable to the Participant, any such excess shall be paid to the Company.

(C)During the period of participation, but preceding the commencement of Normal Retirement Benefit or Early Retirement Benefit, the Participant and the Company shall agree to share in the payment of premiums on Life Insurance Policy in the manner set forth below:

(i)            The Participant’s share of the annual premium shall be that portion of the annual premium due on the policy that is equal to the amount of the economic benefit that would be taxable to the Participant but for the payment by the Participant of such amount based upon an amount of insurance protection equal to the Participant’s Death Benefit.

(ii)           The amount of economic benefit that would be taxable to the Participant shall be computed in accordance with the insurer’s current published rate per $1,000 of insurance protection for Individual 1-year term life insurance available to all standard risks as provided in Revenue Ruling 66-110, 1966-1 C.B.12.

(iii)          In order to facilitate the payment of premiums on the policy, it is agreed that the Company in the first policy year, and in each year thereafter and as long as this Plan is in force, shall forward the total amount of the premium then currently due and payable on the policy directly to the insurer and, immediately thereafter, it shall indicate in the appropriate corporate records that the annual sum payable by the Participant, as provided for in clause (i) above, shall be treated for all tax and bookkeeping purposes as additional compensation of the Participant.

6.2Action by Company

If the Participant shall die while eligible for an insured Death Benefit, the Company agrees to take such action as may be necessary to obtain payment from the insurer of the amounts payable to the beneficiaries as herein provided.

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ARTICLE VII

CLAIMS PROCEDURE

7.1Claims Procedures

Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the person or persons selected by the Administrator (which may be the Administrator) (such person or persons, “Claims Administrator”) in writing, as follows:

(A)In the event that any application for benefits is denied in whole or in part, the Claims Administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial.  The written notice of denial will be set forth in a manner designed to be understood by the applicant, and will include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of any information or material that the Claims Administrator needs to complete the review, and an explanation of the Plan’s review procedure.

(B)This written notice will be given to the applicant within ninety (90) days after the Claims Administrator receives the application, unless special circumstances require an extension of time, in which case, the Claims Administrator has up to an additional ninety (90) days for processing the application.  If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90)-day period.

(C)This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Claims Administrator is to render his or her decision on the application.  If written notice of denial of the application for benefits is not furnished within the specified time, the application shall be deemed to be denied.  The applicant will then be permitted to appeal the denial in accordance with the Review Procedure described below.

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(D)Request for a Review.  Any person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial by submitting a request for a review to the Claims Administrator within 60 days after the application is denied (or deemed denied).  The Claims Administrator will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review and submit written comments, documents, records and other information relating to the claim.  A request for a review shall be in writing and shall be addressed to:

Nina Laserson Dunn, General Counsel

DRS Technologies, Inc.

Corporate Headquarters

5 Sylvan Way

Parsippany, NJ 07054

(E)A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent.  The Claims Administrator may require the applicant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his or her review.

(F)Decision on Review.  The Claims Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review.  If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60)-day period.  The Claims Administrator will give prompt, written notice of his or her decision to the applicant.  In the event that the Claims Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific Plan provisions upon which the decision is based.  If written notice of the Claims Administrator’s decision is not given to the applicant within the time prescribed in this paragraph 7.1(F) the application will be deemed denied on review.

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(G)Rules and Procedures.  The Claims Administrator may establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out his or her responsibilities in reviewing benefit claims.  The Claims Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense.

(H)Exhaustion of Remedies.  No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a written application for benefits in accordance with the procedures described by paragraph 7.1(A) above, (ii) has been notified by the Claims Administrator that the application is denied (or the application is deemed denied due to the Claims Administrator’s failure to act on it within the established time period), (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in paragraph 7.1(D) above and (iv) has been notified in writing that the Claims Administrator has denied the appeal (or the appeal is deemed to be denied due to the Claims Administrator’s failure to take any action on the claim within the time prescribed by paragraph 7.1(F) above).

7.2Insurance Claims

In the case of benefits provided under a Life Insurance Policy, the initial decision on the claims shall be made by the insurer.  The Claims Administrator shall, upon written request of a beneficiary, make available copies of any forms or instructions provided by the insurer to the Claims Administrator.

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ARTICLE VIII

VESTING; CHANGE OF CONTROL

8.1Vesting; Payment following Change of Control

(A)The Retirement Benefit shall become fully vested on the first date that Participant attains at least age 55 with ten (10) or more years of Service; provided, however, that the Retirement Benefit shall become fully vested upon the occurrence of a Change of Control without regard to any age or service requirement if the Participant is employed by the Company immediately prior to the date upon which the Change of Control occurs (the “Accelerated Retirement Benefit”).  The Accelerated Retirement Benefit shall be computed in accordance with paragraph 8.1(B) below, as if the Participant terminated employment with the Company as of the date of Change of Control.

(B)A Participant’s Accelerated Retirement Benefit (other than any portion thereof which is a Grandfathered Amount) shall be paid to the Participant, in a lump sum, upon the earliest date permitted under Section 409A of the Code.  The portion of the Participant’s Accelerated Retirement Benefit which is a Grandfathered Amount shall be paid in a lump sum payment as soon as administratively practicable after the Change of Control, but in no event later than sixty (60) days after the Change of Control.  In each case, the lump sum amount shall be the present value of the Participant’s benefit payable as an immediate single life annuity without reduction for early commencement. Further, the present value of the Participant’s single life annuity benefit shall be determined using factors derived from the following actuarial assumptions: (1) the interest rate on thirty (30) year Treasury Bonds of constant maturity for the month of December prior to the calendar year in which the Change of Control occurs and (2) the 1983 Group Annuity Mortality Table for Males.  The benefit of any Participant in pay status as of the date of a Change of Control shall be commuted and any portion of such benefit which is a Grandfathered Amount (and to the extent permitted under Section 409A of the Code, any other portion of such benefit) shall be paid to such

22

Participant in a single lump sum amount equal to the present value of such benefit determined using the present value factors described in the preceding sentence.

8.2Change of Control

For the purpose of this Article VIII, a “Change of Control” shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred:

(A)any Person is or becomes the Beneficial Owner (within the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)), directly or indirectly, of securities of DRS (not including in the securities beneficially owned by such Person any securities acquired directly from DRS or its Affiliates) representing 20% or more of the combined voting power of DRS’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph 8.2(C) below; or

(B)the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of DRS) whose appointment or election by the Board or nomination for election by DRS’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or;

(C)there is consummated a merger or consolidation of DRS or any direct or indirect subsidiary of DRS with any other corporation, other than (i) a merger or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the DRS, the entity surviving such merger or consolidation or, if DRS or the entity surviving such merger is then a subsidiary, the ultimate parent

23

thereof, or (ii) a merger or consolidation effected to implement a recapitalization of DRS (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of DRS (not including in the securities Beneficially Owned by such Person any securities acquired directly from DRS or its Affiliates) representing 20% or more of the combined voting power of DRS’s then outstanding securities; or

(D)the stockholders of the Company approve a plan of complete liquidation or dissolution of DRS or there is consummated an agreement for the sale or disposition by DRS of all or substantially all of DRS’s assets, other than a sale or disposition by DRS of all or substantially all of DRS’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of DRS immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of DRS immediately following such transaction or series of transactions.  For purposes of this Section 8.2, (A) “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) DRS or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the DRS or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of DRS in substantially the same proportions as their ownership of stock of DRS and (B) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

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ARTICLE IX

NATURE OF OBLIGATIONS TO MAKE BENEFIT PAYMENTS

9.1Source of Plan Benefits

No funds or assets of DRS will be segregated or physically set aside with respect to the Plan.

9.2No Interest; Unsecured Creditor

Neither a Participant nor a surviving spouse, where applicable, will have any interest in any specific asset of DRS as a result of the Plan. Any right to receive benefits under the Plan will be only the right of an unsecured general creditor of DRS.

9.3Provision of Data by Participant or Surviving Spouse

As a condition to receiving continued benefit payments under the Plan, each person entitled to receive benefits hereunder shall, from time to time at the reasonable request of the Administrator, provide the Administrator relevant information as the Administrator may reasonable require in connection with computations and determinations relating to the benefits provided herein.

25

ARTICLE X

NON ASSIGNMENT OF INTEREST

10.1Non-Assignability

Other than as provided herein, benefits payable under the Plan will not be subject to assignment, transfer, sale, pledge, encumbrance, alienation or charge by a Participant or, where applicable, a surviving spouse.

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ARTICLE XI

NOT AN EMPLOYMENT CONTRACT

11.1Not a Contract of Employment

Neither the existence of this Plan, nor the right of any employee of DRS or any wholly-owned or majority-owned subsidiary to be a participant in the Plan, nor the actual participation in the Plan by any employee, shall create any right in any employee to continue in the employ of DRS or any wholly-owned or majority-owned subsidiary for any specific length of time or create any right, as to a Participant, that any corporation, which is or at any time shall be a wholly-owned or majority-owned subsidiary, shall continue to be a wholly-owned or majority-owned subsidiary.

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ARTICLE XII

ADMINISTRATION OF THE PLAN

12.1Authority of Administrator

Authority for the administration and interpretation of the Plan will be vested in an Administrator, who shall be the Compensation Committee of the Board of DRS or such person or persons as are selected by Compensation Committee.  The Administrator shall have the authority, under rules of uniform application, to interpret the provisions of the Plan, to determine all facts relating to a Participant’s Service, age, compensation and employment status, and to estimate and determine value equivalencies relating to offset of payments or entitlement from subsidiary plans or under the Federal Social Security Act, and all such interpretations and determinations shall be conclusive.

12.2Expenses of Plan

All expenses incurred in administering the Plan will be paid by DRS. No Participant contributions to the Plan are required or permitted.

12.3Indemnification

(A)If any person is made a party to or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter called a “proceeding”) by reason of the fact that he or she is or was the Administrator, or by reason of any of his or her acts or omissions while serving as Administrator, such person shall be indemnified and held harmless by DRS to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same now exists or may hereafter be amended (but, in the case of any such amendment, the rights of indemnification provided hereby shall continue as theretofore notwithstanding such amendment unless such amendment permits DRS to provide greater reimbursement than prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection

28

therewith. Such indemnification shall continue as to a person who has ceased to be the Administrator and shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives; provided, however, that except as provided in paragraph 12.3(C) below, DRS shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of DRS.

(B)The right to indemnification conferred herein shall be a contract right and shall include the right to be paid by DRS the expenses incurred in defending any proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a claimant hereunder in advance of the final disposition of a proceeding shall be made only after delivery to DRS of an undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall be ultimately determined that such person is not entitled to be indemnified hereunder or otherwise.

(C)A person (the “Claimant”) may bring suit against DRS under this Section 12.3 only if DRS fails to pay in full within thirty (30) days of its receipt of a written claim for payment hereunder.  If successful, in whole or in part, the Claimant shall be entitled to be paid also the expense of prosecuting such claim (including, but not limited to, attorneys’ fees).  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to DRS) that the Claimant has not met the standards of conduct that make it permissible under the General Corporation Law of the State of Delaware for DRS to indemnify the Claimant for the amount claimed, but the burden of proving such defense shall be on DRS. Neither the failure of DRS (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the Claimant is proper in the circumstances because

29

he or she has met the applicable standard of conduct, set forth in the General Corporation Law of the State of Delaware, nor an actual determination by DRS (including its Board of Directors, independent legal counsel or its stockholders) that the Claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Claimant has not met the applicable standard of conduct.

(D)The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 12.3 shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of DRS’s Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors, insurance or otherwise.

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ARTICLE XIII

AMENDMENT AND TERMINATION

13.1Amendment and Termination

The Plan may be amended or terminated at any time by the Board. However, no amendment or termination shall reduce the amount of benefits (i) being paid to a retired Participant or, (ii) with respect a Participant who is at least age 55 and has completed at least ten (10) years of Service, then accrued and otherwise payable at age 65 based on Service and compensation from DRS as of the date of amendment or termination, unless, in each case such Participant consents to such amendment or termination in writing.  In addition, following a Change of Control, the Plan may not be amended in a fashion which would reduce the amount or payment of any Participant’s benefit accrued as of the date of adoption of such amendment except with the unanimous written consent of all Participants. Notwithstanding the foregoing, nothing in this Section 13.1 shall restrict the Board’s ability on or after a Change of Control to (i) amend the Plan to reduce future benefit accruals without such written consent or (ii) terminate the Plan and provide for the full satisfaction of accrued benefits without such written consent.

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ARTICLE XIV

FORFEITURE

14.1Forfeiture

Prior to a Change of Control, a Participant or his or her surviving spouse shall have no right to receive payment of any amount or benefit hereunder, and each such amount of benefit shall be forfeited, if the Participant is discharged for willful, deliberate, or gross misconduct as determined by the Board in its sole discretion.

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EXHIBIT A

Name	Participant Class
Mark S. Newman	A
Nina Laserson Dunn	B
Richard A. Schneider	B
Robert F. Mehmel	B
Fred L. Marion	B
Steven T. Schorer	B
David W. Stapley	B
Louis C. Belsito	B
Michael Bowman	B
Robert Russo	B
Mark J. Williams	B
Thomas P. Crimmins	B
Richard Danforth	B
Richard P. McNeight	B
Alan Dietrich	B
Paul G. Casner, Jr.*	B
Jackson Kemper**	B

* retired effective March 31, 2005

** former employee

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EXHIBIT B

With respect to Mark Newman and Paul Casner, “Compensation” shall mean, the base salary of such individual (excluding any payment in the nature of a bonus or award or premium for overtime or additional work) before reduction in connection with participation in any plan in the nature of a deferred compensation plan (whether such plan provides for deferral of salary or bonus as a “cash or deferred arrangement” under Section 401(k) of the Code, or otherwise); provided, however, that effective April 1, 2004, the Compensation of each of Mark Newman and Paul Casner shall also include incentive bonus payable on or after April 1, 2004.

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EX-21

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EXHIBIT 21

DRS TECHNOLOGIES, INC.
SUBSIDIARIES OF THE COMPANY AS OF MARCH 31, 2005

SUBSIDIARY	STATE OR COUNTRY OF FORMATION
NAI Technologies, Inc	New York
DRS Electronic Systems, Inc	Delaware
DRS Technical Services, Inc	Delaware
DRS Surveillance Support Systems, Inc	Delaware
DRS Technologies Canadian Capital Corporation	Canada (Nova Scotia)
DRS Technologies Capital Company, Inc	Canada (Nova Scotia)
DRS Tactical Systems, Ltd	United Kingdom
DRS Data Systems (Europe) Ltd	United Kingdom
DRS Rugged Systems (Europe) Products Ltd	United Kingdom
DRS Systems Management Corporation	Delaware
Laurel Technologies Partnership	Delaware
DRS Power & Control Technologies, Inc	Delaware
DRS Electric Power Technologies, Inc	Delaware
DRS Power Technology, Inc	Delaware
Paravant Inc	Florida
DRS Tactical Systems, Inc	Florida
DRS Engineering Development Labs, Inc	Ohio
DRS Signal Technologies, Inc	Ohio
DRS Signal Recording Technologies, Inc	Maryland
DRS Optronics, Inc	Delaware
DRS Sensors & Targeting Systems, Inc	Delaware
DRS FPA, Inc	Delaware
DRS Infrared Technologies, LP	Delaware
DRS Unmanned Technologies, Inc	Delaware
DRS Data & Imaging Systems, Inc	Delaware
DRS Data & Imaging Systems Limited	United Kingdom
DRS Hadland Ltd	United Kingdom
DRS Technologies Canada, Inc	Delaware
DRS Technologies Canada Company	Canada (Nova Scotia)
DRS Communications Company LLC	Delaware
MSSC Company	Pennsylvania
Tech-Sym Corporation	Nevada
DRS Test & Energy Management, Inc	Delaware
DRS EW & Network Systems, Inc	Delaware
DRS Signal Solutions, Inc	Delaware
DRS Training & Control Systems, Inc	Florida
Integrated Defense Technologies, Inc.	Delaware
T-S Holding Corporation	Texas
DRS EW & Network Systems (Canada) Limited	Canada
DRS International, Inc	Delaware
DRS Systems, Inc	Delaware
Night Vision Equipment Co., Inc.	Delaware
DRS Hadland Photonics GmbH	Germany

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DRS TECHNOLOGIES, INC. SUBSIDIARIES OF THE COMPANY AS OF MARCH 31, 2005

EX-23.1

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EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
DRS Technologies, Inc.:

We consent to the incorporation by reference in the registration statements (No. 333-14487, 333-69751 and 333-83700) on Form S-8 and in the registration statement (No. 333-101315) on Form S-3 and in the registration statement (No. 333-112423) on Form S-4 of DRS Technologies, Inc. of our reports dated June 9, 2005, with respect to the consolidated balance sheets of DRS Technologies, Inc. and subsidiaries as of March 31, 2005 and 2004, and the related consolidated statements of earnings, stockholders' equity and comprehensive earnings, and cash flows for each of the years in the three-year period ended March 31, 2005, and the related financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting as of March 31, 2005 and the effectiveness of internal control over financial reporting as of March 31, 2005, which reports appear in the March 31, 2005 annual report on Form 10-K of DRS Technologies, Inc.

Our report dated June 9, 2005, on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of March 31, 2005, contains an explanatory paragraph that states that management's assessment of the effectiveness of internal control over financial reporting and our audit of internal control over financial reporting of DRS Technologies, Inc. and subsidiaries excluded an evaluation of internal control over financial reporting of Night Vision Equipment Co., Inc. and Excalibur Electro Optics, Inc.

/s/  KPMG LLP

Short Hills, New Jersey
June 9, 2005

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EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

EX-31.1

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Exhibit 31.1

Certification Pursuant to
Section 302 of
The Sarbanes-Oxley Act of 2002

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Mark S. Newman, Chief Executive Officer of DRS Technologies, Inc., certify that:

1.

I have reviewed this annual report on Form 10-K of DRS Technologies, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material factor, omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of and for the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

b.

Designed such disclosure controls and procedures, or caused such disclosure controls an procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

c.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 13, 2005 /s/  MARK S. NEWMAN Mark S. Newman
Chief Executive Officer

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Exhibit 31.1

Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 CHIEF EXECUTIVE OFFICER CERTIFICATION

EX-31.2

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Exhibit 31.2

Certification Pursuant to
Section 302 of
The Sarbanes-Oxley Act of 2002

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Richard A. Schneider, Chief Financial Officer of DRS Technologies, Inc., certify that:

1.

I have reviewed this annual report on Form 10-K of DRS Technologies, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material factor, omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of and for the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls an procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 13, 2005 /s/  RICHARD A. SCHNEIDER Richard A. Schneider
Chief Financial Officer

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Exhibit 31.2

Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002 CHIEF FINANCIAL OFFICER CERTIFICATION

EX-32.1

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Exhibit No. 32.1

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Annual Report of DRS Technologies, Inc. on Form 10-K for the year ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark S. Newman, Chief Executive Officer of DRS Technologies, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of DRS Technologies, Inc.

/s/  MARK S. NEWMAN Mark S. Newman
Chief Executive Officer
June 13, 2005

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 HAS BEEN PROVIDED TO DRS TECHNOLOGIES, INC. AND WILL BE RETAINED BY DRS TECHNOLOGIES, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

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Certification of CEO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-32.2

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Exhibit No. 32.2

Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Annual Report of DRS Technologies, Inc. on Form 10-K for the year ended March 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard A. Schneider, Chief Financial Officer of DRS Technologies, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of DRS Technologies, Inc.

/s/  RICHARD A. SCHNEIDER Richard A. Schneider
Chief Financial Officer
June 13, 2005

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 HAS BEEN PROVIDED TO DRS TECHNOLOGIES, INC. AND WILL BE RETAINED BY DRS TECHNOLOGIES, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

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Certification of CFO Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002