WASHINGTON, D.C. 20549
L-3 Communications Holdings, Inc.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 8.01. Other Information
We are filing as an exhibit to this Current Report on Form 8-K the following information which is incorporated by reference in L-3 Communications Holdings, Inc.'s Registration Statement on Form S-3, which will be filed on November 23, 2005, and included in L-3 Communications Corporation's Registration Statement on Form S-4, which will also be filed on November 23, 2005: portions of our Annual Report on Form 10-K for the year ended December 31, 2004, including our audited financial statements and Management's Discussion and Analysis of Results of Operations and Financial Condition for the years ended December 31, 2004, 2003 and 2002, that have been revised to reflect the recent change in our reportable segments (which is discussed below). These revisions are attached hereto as Exhibit 99.1.
As discussed in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, we have four reportable segments. During the third quarter of 2005, we renamed three of our four reportable segments as follows: (i) Secure Communications & ISR changed to Command, Control, Communications, Intelligence, Surveillance and Reconnaissance (C3ISR), (ii) Training, Simulation & Government Services changed to Government Services, and (iii) Aircraft Modernization, O&M and Products changed to Aircraft Modernization and Maintenance (AM&M). The Specialized Products reportable segment name remained the same.
In addition, during the third quarter of 2005, we revised the aggregation of our operating segments within our four reportable segments in connection with our acquisition of The Titan Corporation to provide a more clearly defined presentation of our businesses, focused on customers, markets, products and services and independent research and development. Consequently, we have restated our reportable segments, by reclassifying into the Specialized Products reportable segment the following: (i) our aviation products operating segments, which were previously included within the Aircraft Modernization and Maintenance reportable segment, and (ii) our Link Training and Microdyne Outsourcing operating segments, which were previously included within the Government Services reportable segment. Prior period reportable segment data have been restated to conform to the current period presentation.
The table below presents (1) the previous reportable segment data as reported for the three years ended December 31, 2004, (2) the reclassifications for these periods to our reportable segments, and (3) the revised reportable segment data presentation for these periods.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As Reported | | Reclassifications | | Revised Presentation |
| | | 2002 | | 2003 | | 2004 | | 2002 | | 2003 | | 2004 | | 2002 | | 2003 | | 2004 |
| | | (In Millions) |
| Sales: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| C3ISR | | $ | 1,053.3 | | | $ | 1,439.4 | | | $ | 1,663.6 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,053.3 | | | $ | 1,439.4 | | | $ | 1,663.6 | |
| Government Services | | | 808.6 | | | | 1,009.3 | | | | 1,259.6 | | | | (203.0 | )(A) | | | (194.7 | )(A) | | | (199.7 | )(A) | | | 605.6 | | | | 814.6 | | | | 1,059.9 | |
| Aircraft Modernization and Maintenance | | | 677.5 | | | | 1,019.6 | | | | 2,289.8 | | | | (215.9 | )(B) | | | (287.2 | )(B) | | | (376.9 | )(B) | | | 461.6 | | | | 732.4 | | | | 1,912.9 | |
| Specialized Products | | | 1,471.8 | | | | 1,593.3 | | | | 1,684.0 | | | | 418.9 | (A)(B) | | | 481.9 | (A)(B) | | | 576.6 | (A)(B) | | | 1,890.7 | | | | 2,075.2 | | | | 2,260.6 | |
| Consolidated | | $ | 4,011.2 | | | $ | 5,061.6 | | | $ | 6,897.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,011.2 | | | $ | 5,061.6 | | | $ | 6,897.0 | |
| Operating Income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| C3ISR | | $ | 103.5 | | | $ | 172.9 | | | $ | 218.0 | | | $ | — | | | $ | — | | | $ | — | | | $ | 103.5 | | | $ | 172.9 | | | $ | 218.0 | |
| Government Services | | | 96.8 | | | | 115.5 | | | | 149.2 | | | | (21.5 | )(A) | | | (14.8 | )(A) | | | (25.1 | )(A) | | | 75.3 | | | | 100.7 | | | | 124.1 | |
| Aircraft Modernization and Maintenance | | | 105.7 | | | | 147.8 | | | | 249.6 | | | | (43.1 | )(B) | | | (47.1 | )(B) | | | (63.5 | )(B) | | | 62.6 | | | | 100.7 | | | | 186.1 | |
| Specialized Products | | | 148.0 | | | | 144.8 | | | | 131.8 | | | | 64.6 | (A)(B) | | | 61.9 | (A)(B) | | | 88.6 | (A)(B) | | | 212.6 | | | | 206.7 | | | | 220.4 | |
| Consolidated | | $ | 454.0 | | | $ | 581.0 | | | $ | 748.6 | | | $ | — | | | $ | — | | | $ | — | | | $ | 454.0 | | | $ | 581.0 | | | $ | 748.6 | |
|
| |
| (A) | We reclassified the Link Training Services and Microdyne Outsourcing operating segments from the Government Services reportable segment to the Specialized Products reportable segment. |
| |
| (B) | We reclassified the ACSS, Avionics Systems, Aviation Recorders, Display Systems and Electrodynamics operating segments from the Aircraft Modernization and Maintenance reportable segment to the Specialized Products reportable segment. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | |
Exhibit
Number | | Description |
| 23.1 | | Consent of PricewaterhouseCoopers LLP |
| 99.1 | | Revised portions of L-3 Communications’ Annual Report on Form 10-K for the year ended December 31, 2004 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION |
| By: /s/ Christopher C. Cambria |
| Name: Christopher C. Cambria
Title: Senior Vice President, Secretary and
General Counsel |
Dated: November 23, 2005
L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
EXHIBIT INDEX
| | | | | | |
| Exhibit No. | | Description |
| 23.1 | | Consent of PricewaterhouseCoopers LLP |
| 99.1 | | Revised portions of L-3 Communications’ Annual Report on Form 10-K for the year ended December 31, 2004 |
|
