8-K 1 file001.htm FORM 8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):   November 11, 2004


L-3 COMMUNICATIONS HOLDINGS, INC.
L-3 COMMUNICATIONS CORPORATION
(Exact Name of Registrants as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)

001-14141
333-46983
13-3937434
13-3937436
(Commission File Number) (IRS Employer Identification No.)
600 Third Avenue, New York, New York 10016
(Address of Principal Executive Offices) (Zip Code)

(212) 697-1111
(Registrants' Telephone Number, Including Area Code)

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):

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13.e-4(c))



Section 8 – Other Events

Item 8.01.    Other Events.

As we previously disclosed in our Quarterly Reports on Form 10-Q filed during 2004, effective January 1, 2004, we combined our IMC business into L-3 Government Services, Inc. As a result of this realignment of management responsibilities, a reclassification has been made between our Specialized Products segment and our Training, Simulation & Government Services segment. Also, as we previously disclosed in our Quarterly Report on Form 10-Q for the three months ended September 30, 2004, we changed the name of our Aviation Products & Aircraft Modernization reportable segment to Aircraft Modernization, O&M and Products. The businesses and reporting units that are included in this segment did not change. The table below presents (1) the reportable segment data as reported in our Annual Report on Form 10-K for the year ended December 31, 2003, (2) the IMC reclassification to our reportable segments we made effective January 1, 2004, and (3) the revised presentation of our reportable segments, for the IMC reclassification, which is included in the financial statements in this Form 8-K.


  As Reported Reclassifications Revised Presentation
  (In thousands)
  2003 2002 2001 2003 2002 2001 2003 2002 2001
    Reportable Segment Presentation
Sales:
Secure Communications & ISR $ 1,440,596   $ 1,054,297   $ 452,152   $   $   $           —   $ 1,440,596   $ 1,054,297   $ 452,152  
Training, Simulation & Government Services   1,008,596     826,286     597,029     28,758     2,341         1,037,354     828,627     597,029  
Aircraft Modernization, O&M and Products   1,021,861     677,846     263,450                 1,021,861     677,846     263,450  
Specialized Products   1,663,596     1,479,996     1,040,753     (29,079   (2,341       1,634,517     1,477,655     1,040,753  
Elimination of Intersegment Sales   (73,055   (27,196   (5,962   321             (72,734   (27,196   (5,962
    Consolidated $ 5,061,594   $ 4,011,229   $ 2,347,422   $   $   $   $ 5,061,594   $ 4,011,229   $ 2,347,422  
Operating income:
Secure Communications & ISR $ 172,903   $ 103,449   $ 31,975   $   $   $   $ 172,903   $ 103,449   $ 31,975  
Training, Simulation & Government Services   111,581     96,513     65,715     3,906     330         115,487     96,843     65,715  
Aircraft Modernization, O&M and Products   147,834     105,680     85,602                 147,834     105,680     85,602  
Specialized Products   148,703     148,337     92,038     (3,906   (330       144,797     148,007     92,038  
    Consolidated $ 581,021   $ 453,979   $ 275,330   $   $   $   $ 581,021   $ 453,979   $ 275,330  

The IMC reclassification to our reportable segments noted above did not result in any changes to our consolidated results of operations, financial position or cash flows. Additionally, the IMC reclassification had no effect on the organic sales growth(1) for 2003 or 2002 for our reportable segments because the IMC business was a business that we acquired on November 8, 2002.

We have revised the consolidated financial statements of L-3 Communications Holdings, Inc. and L-3 Communications Corporation (and notes thereto), which were included in our Annual Report on Form 10-K for the year ended December 31, 2003, in a manner consistent with this reportable segment reclassification and name change. These consolidated financial statements (and notes thereto) are attached hereto as Exhibit 99.1. Other than changes to (1) Notes 3, 5 and 18 of the consolidated financial statements to reflect the IMC reclassification on our reportable segments discussed above, and (2) the name of the Aviation Products & Aircraft Modernization reportable segment to Aircraft Modernization, O&M and Products throughout the financial statements, no other changes have been made to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003.

(1) Organic sales growth is defined as the current period vs. prior period increase or decrease in sales excluding the increase in sales from acquired businesses.



Section 9 – Financial Statements and Exhibits

Item 9.01.    Financial Statements and Exhibits.

(c) Exhibits.


Exhibit
Number
Title
23.1 Consent of Independent Registered Public Accounting Firm
99.1 Restated Consolidated Financial Statements of L-3 Communications Holdings, Inc. and L-3 Communications Corporation



SIGNATURES

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

L-3 COMMUNICATIONS HOLDINGS, INC.
By:   /s/ Christopher C. Cambria  
Name:  Christopher C. Cambria
Title:   Senior Vice President, Secretary and General Counsel
L-3 COMMUNICATIONS CORPORATION
By:   /s/ Christopher C. Cambria  
Name:  Christopher C. Cambria
Title:   Senior Vice President, Secretary and General Counsel

Dated: November 11, 2004