L-3 Communications Holdings Inc.
Annual Report 2013

Plain-text annual report

Integrate Innovate Compete 2013 L-3 ANNUAL REPORT Select Financial Highlights In millions, except per share amounts For the year ended December 31, Net sales Operating income 2011 Items Operating income before 2011 Items Operating margin Operating margin before 2011 Items Income from continuing operations attributable to L-3 2011 Items Income from continuing operations attributable to L-3 before 2011 Items Net income attributable to L-3 Diluted earnings per share from continuing operations 2011 Items Diluted earnings per share from continuing operations before 2011 Items Diluted earnings per share 2013 2012(a) 2011(a) (b) 2010(a) 2009(a) $12,629 $13,146 $13,158 $13,390 $13,147 1,258 — 1,258 10.0% 10.0% 778 — 778 778 8.54 — 8.54 8.54 1,351 1,399 1,485 1,367 — 43 — — 1,351 1,442 1,485 1,367 10.3% 10.6% 11.1% 10.4% 10.3% 11.0% 11.1% 10.4% 782 — 782 810 8.01 855 (28) 827 956 8.08 — (0.26) 8.01 8.30 7.82 9.03 815 — 815 955 7.04 — 7.04 8.25 748 — 748 901 6.30 — 6.30 7.61 Net cash provided by operating activities from continuing operations 1,263 1,231 1,231 1,270 1,147 Less: Capital expenditures, net of dispositions Plus: Income tax payments attributable to discontinued operations Free cash flow (c) Equity 197 — 1,066 6,098 205 24 1,050 5,543 181 63 1,113 6,724 168 21 1,123 6,855 176 72 1,043 6,660 (a) The select financial highlights have been adjusted to reflect the spin-off of Engility Holdings, Inc., which was completed on July 17, 2012, as discontinued operations. (b) The year ended December 31, 2011 includes: (1) a tax benefit of $78 million, or $0.74 per diluted share, (2) a non-cash goodwill impairment charge of $43 million ($42 million after income taxes, or $0.40 per diluted share), and (3) a long-lived asset impairment charge at an equity method investment of $14 million ($8 million after income taxes, or $0.08 per diluted share) (collectively the “2011 Items”). (c) We define “free cash flow” as net cash from operating activities, less capital expenditures, net of dispositions, plus income tax payments attributable to discontinued operations. Sales (In millions) Operating Income Excluding 2011 Items* (In millions) Diluted EPS from continuing operations Excluding 2011 Items* Free Cash Flow (In millions) $ 1 3 , 1 4 7 $ 1 3 , 3 9 0 $ 1 3 , 1 5 8 $ 1 3 , 1 4 6 $ 1 2 , 6 2 9 $ 1 , 4 8 5 $ 1 , 4 4 2 $ 1 , 3 6 7 $ 1 , 3 5 1 $ 1 , 2 5 8 $ 7 . 0 4 $ 6 . 3 0 $ 7 . 8 2 $ 8 . 0 1 $ 8 . 5 4 $ 1 , 1 2 3 $ 1 , 0 4 3 $ 1 , 1 1 3 $ 1 , 0 5 0 $ 1 , 0 6 6 09 10 11 12 13 09 10 11 12 13 09 10 11 12 13 09 10 11 12 13 CAGR -1% CAGR -2% CAGR 8% CAGR 1% *Operating Income and Diluted EPS for 2011 exclude the 2011 Items described above. This Summary Annual Report should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013, included in this book. Dear Fellow Shareholders: L-3’s strategy to continually align our business with the current environment is demonstrated clearly in our results. We are increasing the integration of our capabilities to improve efficiency and deliver outstanding program execution; continuing to innovate to develop cost-effective customer solutions; and competing successfully on a wide range of opportunities—all with a focus on growing market share and delivering shareholder value. SHARP, STRATEGIC EXECUTION DRIVES SOLID FINANCIAL RESULTS L-3 delivered solid performance in 2013. We exceeded our financial plan for earnings per share (EPS) and cash flow and gained market share across the company in a challenging, uncertain U.S. defense environment. We partially offset decreasing Pentagon sales through a third consecutive year of growth in our international and commercial businesses. Outstanding program perfor- mance enabled L-3 to deliver a healthy 10.0 percent margin and strong cash flow in 2013. Moreover, we remain well-positioned to improve our financial perfor- mance and capitalize on emerging market opportunities. Our 2013 accomplishments were a direct result of strategies we employed over the past few years to strengthen our position as a cost-effective innovator with a track record of excellent performance. I would like to thank our 48,000 colleagues for their outstanding efforts in 2013 and their deep commitment to excellence, accountability and integrity. That commitment was the driving force behind our achievements. Consolidated net sales for the full year were $12.6 billion versus $13.1 billion in 2012, a decrease that reflected the U.S. military spending environment. We successfully grew net international and commercial sales to $3.5 billion in 2013, a year-over-year increase of 11 percent. Those customer markets grew to 27 percent of consolidated net sales for the year, up from last year’s 24 percent, a significant improvement that partially offset declines in DoD and U.S. government sales. Funded backlog declined by approximately 5 percent to $10.3 billion on December 31, 2013, and our book- to-bill ratio was 0.95 for the year, both of which were negatively impacted by the U.S. government budget sequestration. We generated a robust $1.066 billion in free cash flow in 2013, and our diluted EPS from continuing operations was $8.54, a 7 percent increase over 2012’s EPS of $8.01. L-3 2013 ANNUAL REPORT 3 Letter to Shareholders A BAL ANCED APPROACH TO DELIVERING GROWING OUR INTERNATIONAL SHAREHOLDER VALUE L-3’s shareholder value creation strategy is driven by our healthy cash flow, enabling us to deploy cash through a balance of dividend growth, share repurchases, strategic acquisitions, internal research and development (R&D) and capital expenditures. In 2013, we returned nearly $1 billion to L-3’s shareholders through our ninth consecutive annual dividend increase and $800 million in share repur- chases, representing 94 percent of our free cash flow. We seek selective acquisitions in customer priority areas that extend, enhance or expand our capabilities and provide attractive returns on investment. Two examples of this approach are our acquisitions of Mustang Technology in 2013 and Data Tactics Corporation in March 2014. Mustang, which develops and manufactures radar- based and radio frequency (RF) sensors and systems for a variety of military applications, strengthens L-3’s classified business base, a key DoD growth area. Mustang’s highly innovative, proprietary technologies also integrate well into our precision engagement business, including unmanned systems and other solutions. Data Tactics adds key capabilities in ultra large-scale data analytics, cybersecurity and cloud computing. It im- mediately enhances the growth prospects of our National Security Solutions segment as a solutions integrator for the national security and international markets. Data Tactics’ unique research, software development and integration capabilities also create adjacent opportunities in L-3’s Intelligence, Surveillance and Reconnaissance (ISR) Systems business. These acquisitions demonstrate our strategy of strengthening our portfolio with differentiated technologies and solutions that create market share gains and distinguish L-3 from our competitors. R&D investment also remains a top priority and is key to L-3’s future competitiveness. We focus our resources on projects that rapidly convert to sales and drive increased market share. Fundamental to our success is staying close to our customers through ongoing communication and collaboration. This maximizes our ability to understand their requirements and develop cost-effective, disruptive technologies that meet their needs. 4 L-3 2013 ANNUAL REPORT AND COMMERCIAL BUSINESSES Our strategic emphasis on building relationships and market share in international and commercial business is producing results. We have been steadily increasing our focus on introducing discriminating technologies for international sales and developing differentiated solutions for commercial customers. As a result, we have seen double-digit growth in our international and commercial L-3’s Hawkeye™ III Lite VSAT enables high data rate communications, such as Internet/VPN, live video conferencing, surveillance or reconnaissance, in areas where satellite resources are limited. businesses over the last several years, broadening L-3’s field of opportunity and helping to mitigate the effects of budget pressures on our DoD and U.S. government sales. In Canada, L-3 won a contract for upgrade, modern- ization and sustainment work on the Department of National Defence’s (DND) multi-use CC-150 Polaris aircraft, whose mission ranges from refueling to VIP transport. This is an important prime contract win as it represents our first Head-of-State aircraft work in Canada and builds on our international capability supporting the DND. In 2013, we were also selected to support the design for the next generation of innovative Integrated Platform Management Systems (IPMS) and integrated interior/exterior communications systems on multiple vessels for the Royal Canadian Navy’s Arctic/Offshore Patrol Ship (AOPS) project. L-3 also expanded business in the Asia-Pacific region, where successful cross-business collaboration resulted in a contract in 2013 to provide SATCOM terminals to the Australian Defence Force. This marks our first entry into the emerging Australian SATCOM market and represents an exciting long-term growth opportunity for L-3. “ …we have seen double-digit growth in our international and commercial businesses over the last several years, broadening L-3’s field of opportunity and helping to mitigate the effects of budget pressures on our DoD and U.S. government sales.” Canada’s CC-150 Polaris aircraft L-3 2013 ANNUAL REPORT 5 “ L-3’s market leadership in safety avionics resulted in new business that included ADS-B transponders, T3CAS® Integrated Surveillance Systems, and state-of-the-art displays and touch screen controllers for a number of airlines around the world.” We continued to build L-3’s business in the Republic of Korea, where we were awarded a contract to supply our new state-of-the-art Scarab Ground Laser Target Designators. This is a strategic business area for L-3 and creates international opportunities for our advanced precision targeting product line. South Korea also selected L-3 to upgrade eight P-3 aircraft, significantly increasing our already large share in this priority area of a growing international market. Other international wins include contracts to provide night vision equipment in the United Arab Emirates, Norway, Sweden and Italy. L-3 continued to successfully execute on the U.K. AIRSEEKER project, with the delivery in 2013 of the first of three Rivet Joint signals intelligence aircraft on budget and ahead of schedule. This major program milestone further contributes to our reputation for excellence in pro- gram performance and high levels of customer satisfaction. L-3’s commercial sales increased in 2013, with strong order activity for airport security systems and the introduc- tion of ProVision® 2, our smaller-footprint millimeter wave passenger screening product, which provides privacy as well as security. L-3’s installed base of cargo, checkpoint and baggage screening solutions also continued to grow. We received orders for our eXaminer® baggage inspection and airport screening system from customers in Brazil, Saudi Arabia and Turkey, as well as service contracts for airports in Beijing, Singapore and Amsterdam. The expansion of airports and passenger aircraft, particularly in Asia and the Middle East, also represents 6 L-3 2013 ANNUAL REPORT Cockpit equipped with L-3’s Terrain Awareness Warning System (TAWS+) and SafeRoute® ADS-B In software applications running on an electronic flight bag. an excellent long-term growth opportunity for L-3’s commercial aircraft simulator business. In 2013, L-3 won orders for full flight simulators (FFS) for several commer- cial aircraft platforms, including Boeing’s 737 and 777 and Airbus’ A320 and A350, with customers in the United King- dom, Thailand, China, Taiwan and Russia. More recently, we also secured a contract to build and deliver a Boeing 787 FFS to KLM for use in its training facility at Amsterdam’s Schiphol airport. L-3’s 787 full flight simulators are the first to receive Level D certification from a national aviation authority, enabling the highest level of training fidelity on one of the world’s newest aircraft. To fully capitalize on these and other new opportunities throughout Asia, L-3 expanded its Asian Aviation Training Centre in Thailand and opened its first customer support center in China. L-3’s market leadership in safety avionics resulted in new business that included Automatic Dependent Surveil- lance-Broadcast (ADS-B) transponders, T3CAS® Integrated Surveillance Systems, and state-of-the-art displays and touch screen controllers for a number of airlines around the world. We remain at the forefront of aviation technology with our leading-edge DO-260B transponder family. These transponders are designed to support NextGen, the industry’s planned satellite- and GPS navigation-based commercial aviation system. Well ahead of both domestic and international mandates, L-3’s systems have been embraced by commercial carriers, including JetBlue and US Airways, with plans to expand this technology to the general aviation market. L-3 2013 ANNUAL REPORT 7 Letter to Shareholders L-3: STRONG IN THE AREAS OF GREATEST CUSTOMER NEED L-3’s core competencies are well-aligned with customer needs and priorities in the current cycle of tight budgets and ongoing uncertainty. More than ever, we are collabo- rating across business segments and managing our cost structure to develop the most effective, low-cost solutions for our customers. L-3’s 787 full flight simulator is the first in the world to be qualified with a fully functional avionics capability, including an electronic flight bag and heads-up display. Current budget constraints require existing platforms and equipment to remain in service—and confront evolving threats—for longer periods of time. This supports an ongoing need for sustainment, spiral (continuous) upgrade and missionization capabilities. Our expertise in integrating specialized ISR systems and maintaining platforms to meet specific requirements makes us a trusted go-to resource for the DoD, government agencies and foreign allies. In 2013, L-3 received a large order for sustainment, modification and installation in support of the U.S. Navy’s P-3 Orion aircraft, EP-3 Aries II and NP-3 testing aircraft. In addition, we are investing in our multi-mission aircraft (MMA) Q400™. This L-3-modified version of Bombar- dier’s™ Q400™ commercial aircraft will offer military customers a high-performance, best-value solution for multi-mission maritime and ISR operations. Our innova- tive SPYDR aircraft also continued to generate interest as a next-generation, affordable ISR solution. Further, our reputation for technical excellence and on-time, on-budget performance in aircraft modernization contributed to a contract win that opened a new adjacent market for L-3 —ground vehicle upgrade and sustainment. We were selected by the U.S. Army to design and develop a next-generation transmission system to upgrade ground 8 L-3 2013 ANNUAL REPORT combat vehicles under the Gemini modernization and sustainment program. In 2013, L-3 won a contract from the U.S. DoD’s Missile Defense Agency (MDA) to provide Medium- Range Ballistic Missile target vehicles for use in tests of U.S. missile defense systems. Our targets play an essential role in verifying the effectiveness of the MDA’s missile defense system, underscoring more than 21 years of L-3’s successful performance in this realm. Similarly, we achieved a milestone in the production of L-3’s 500th tracking pedestal for the U.S. Navy’s Phalanx Close-In Weapon System (CIWS), significantly extending the CIWS’s ability to identify, address and track threats in a full naval environment. In 2013, L-3 began developing the Hybrid Electric Drive (HED) electric propulsion system for the U.S. Navy’s DDG 51 Class Flight IIA ships for the Naval Sea Systems Command. L-3’s HED electric propulsion systems will provide significant fuel savings and are part of the U.S. Navy’s Great Green Fleet initiative. The U.S. Navy’s new hovercraft, the Ship-to-Shore Connector (SSC) program, will also be supported by L-3 as a member of Team Textron. L-3 is currently designing, building, integrating, testing and delivering an SSC C4N; With maritime technology in use by 20 navies worldwide, L-3 was selected to support the design for the next generation of innovative IPMS and integrated interior/exterior communications systems for the Royal Canadian Navy’s new class of AOPS ships. integrated vibration balanced health management system; craft integrated logistics support; and technical manuals for the SSC. The contract also includes options for up to eight low-rate production craft. L-3 continued to see strong demand for its electro-opti- cal/infrared (EO/IR) imagery turrets for aircraft, unmanned aircraft systems (UAS), aerostat, ground and maritime plat- R&D investment also remains a top priority and is key to L-3’s “ future competitiveness. We focus our resources on projects that rapidly convert to sales and drive increased market share.” L-3-modified Bombardier™ Q400™ multi-mission aircraft forms by U.S. and allied militaries. In 2013, we delivered our 2,500th MX™-Series sensor to the U.S. Navy to support its maritime patrol and shipboard protection missions. L-3 continues to develop new EO/IR products and capabilities and expand their application to other platforms. As part of our new product introductions for the year, we launched the MX™-25, a high-performance imaging and targeting system, as well as the MX™-Emulator and MX™-RAid in-service support products, which directly reduce the costs associated with testing and sustainment of fielded MX™ systems. Additionally, a variety of domestic and international orders for sensors were received during the year to support public safety, law enforcement and border patrol functions. To enable safe operations on the ground, L-3 is a leading provider of solutions for direct, ground-level situational awareness, including night vision equipment, laser designators and EO/IR systems. Demand for our stabilized ISR sensors remains very strong and is extending beyond our DoD and foreign military base. L-3 received multiple contracts for night vision equipment, including our next-generation Chrome white phosphor technology for the U.S. Navy, Marines, Army and the Special Opera- tions Command (SOCOM). Our strong track record and customer relationships position L-3 particularly well in SOCOM work, an increasingly important DoD priority area going forward. Our breadth of expertise extends into the public safety, law enforcement and commercial realms with a variety of technically advanced optical systems. In addition, L-3 continues to grow as a leader in our market segment for small unmanned aircraft systems (SUAS) development, payload integration and manufacturing for the DoD and the intelligence community, providing a unique capability for the most demanding missions. In a world of constantly shifting threats to national security, the need for secure, real-time collection and communication of voice, video and electronic data has never been more important. L-3’s leadership in this critical area was evidenced by our participation in Project Missouri, a cooperative of industry leaders and the U.S. Air Force, tasked with solving fighter jet communications interoperability deficiencies. Our role in this key program includes modem, waveform and encryption module development, as well as technical support system integration and flight safety testing. In addition, L-3 is strongly positioned to supply a high-capacity network backbone to meet a critical DoD need for secure, real-time connectivity between air and ground networks. L-3 has been competitively selected to L-3 2013 ANNUAL REPORT 9 Letter to Shareholders L-3’s new Scarab system is a modular laser designator equipped with rangefinding and an IR thermal imager, providing accurate target designation, both day and night, and in nearly all battlefield conditions. supply logistics and networking capabilities for specialized video teleconferencing, Voice over Internet Protocol (VoIP), and full-motion video and chat to connect senior leaders in flight. We also continued to provide important enabling technologies to a number of UAS programs throughout 2013, including Global Hawk, Predator and Gray Eagle, and our legacy ROVER products, which are used both domestically and internationally. The need to manage and analyze vast amounts of clas- sified or sensitive data, as well as to protect networks against the threat of cyber attacks, remains critical. L-3’s workforce has the necessary combination of expertise and high-level security clearances to compete in this largely classified space. L-3 recognizes that classified and unclassified customers utilize contract vehicles such as ID/IQs to meet their cyber and IT requirements. Our speed and agility, coupled with our specialized solutions and expertise, position us to win a place on these important contract vehicles. Under the General Services Administration’s (GSA) Alliant contract vehicle, L-3 received a task order to pro- vide software development, systems integration, distance learning and IT technical support for the Reserve Compo- nent Automation (RCA) program. RCA is a key single- award program supporting readiness and unit mobilization planning for the U.S. Army Reserve and National Guard. L-3 also won a position on the Department of Home- land Security’s Enterprise Acquisition Gateway for Leading Edge Solutions II (EAGLE II) ID/IQ program. L-3 was one of 15 vendors selected to compete for integration, development, operations and maintenance contracts under the program. Another important win was L-3’s inclusion as one of five providers named in a multiple-award ID/IQ contract 10 L-3 2013 ANNUAL REPORT for Network-Centric Solutions-2 (NETCENTS-2) Application Services for the U.S. Air Force. The contract represents new applications development and cybersecurity business opportunities for L-3 in areas such as sustainment, migration, integration, training and help desk services, as well as testing and operational support, among others. MAKING A DIFFERENCE IN OUR COMMUNITIES At L-3, we are committed to making a positive impact in our communities. Our divisions and colleagues are actively engaged in a variety of volunteer service programs and initiatives that address pressing needs at local and national levels. Given our large population of former military employees, veterans’ issues are a natural area of focus for L-3. We are most actively involved at the national level in the Wounded Warrior Project, Marine Corps Scholarship Foundation, Homes for Our Troops and Hope For The Warriors®, which provide much needed help and support for soldiers and their families who have served our country honorably. We also support many L-3 provides an extensive portfolio of ISR imaging and targeting systems, with turrets mounted to thousands of systems worldwide, on over 100 different platforms, including all classes of UASs. other veterans service organizations, including the Employer Partnership of the Armed Forces and Fisher House Foundation. Education in science, technology, engineering and mathematics (STEM) is also a focus of our community investment. At L-3, we are particularly interested in developing a larger and more diverse base of engineers and technicians, and supporting several initiatives to improve STEM education and career awareness. On the local level, L-3 divisions engage in a variety of STEM programs— from teaching and mentoring students to sponsoring internships, research and competitions designed to encour- age and recognize achievement in these fields. Locally, many L-3 businesses provide significant financial and in-kind support to first responders, while meeting other community needs by contributing to organ- izations such as the United Way, the Boys & Girls Clubs of America, the Special Olympics, and a myriad of food banks and shelters throughout the country. Wherever they are, L-3 employees are making a difference. L-3 provides full-spectrum cyber operations, IT, intelligence operations support and operational infrastructure solutions to solve critical security challenges. SHAPING L-3 FOR CONTINUED SUCCESS L-3 continuously assesses our organization for opportunities to optimize our businesses and improve efficiencies. In early 2014, we realigned our segments to accelerate intercompany collaboration, streamline management and facilitate targeted investments to deliver increased value to customers and shareholders. We now have the following four segments—Aerospace Systems, Electronic Systems, Communication Systems and National Security Solu- tions—that better reflect their missions and capabilities. L-3’s focus on strategic enhancements extended to our board of directors in 2013 with the addition of Vincent Pagano, Jr., and General Ann E. Dunwoody (U.S. Army – Ret.). Mr. Pagano brings broad expertise in corporate securities law, finance and governance. General Dunwoody is the first woman in U.S. history to achieve the rank of four-star general. Her distinguished military career spans a wide range of management responsibilities, including large-scale global logistics and strategic planning as head of the Army Materiel Command, one of its largest commands. I am very pleased to welcome these outstand- ing individuals to our board. MOVING FORWARD WITH CONFIDENCE L-3’s performance in 2013 confirms the strength of our business strategy and our ability to compete and win in any environment. We have a diverse business mix, with cutting-edge technologies, that is strategically aligned with customer priorities. Our agility and adaptability continue to be important differentiators in this environment. We have strengthened our core businesses and expanded our customer base by capturing market share and growing our international and commercial business. We are a prime contractor with discriminating offerings that maintain number-one or number-two market positions in a majority of our businesses. Our disciplined approach to cash alloca- tion allows us to acquire companies with complementary technologies at attractive valuations and to make strategic investments in R&D. We are committed to delivering innovative and affordable solutions through collaboration across our business units. L-3’s corporate goals are unchanged. We will continue to expand our market positions and capitalize on emerging opportunities. We will bolster our already strong balance sheet by managing our cost structure and optimizing our business portfolio to improve margins and generate cash flow. We will make further investments in innovative technologies to produce cost-effective and discriminating solutions for our customers. Our people are among the most talented, experienced and dedicated in the industry, with a shared focus on driving performance for our customers and delivering value to shareholders. By adhering to our strategy—to integrate, innovate and compete— I’m confident L-3 will continue to generate strong performance in the years ahead. Sincerely, MICHAEL T. STRIANESE Chairman, President and Chief Executive Officer L-3 2013 ANNUAL REPORT 11 Management BOARD OF DIRECTORS Michael T. Strianese Claude R. Canizares Thomas A. Corcoran General (Ret.) Ann E. Dunwoody Lewis Kramer Robert B. Millard General (Ret.) Lloyd W. Newton Vincent Pagano, Jr. General (Ret.) H. Hugh Shelton Arthur L. Simon Alan H. Washkowitz John P. White E XECUTIVE MANAGEMENT Curtis Brunson Executive Vice President, Corporate Strategy and Development Richard A. Cody Senior Vice President, Washington Operations Ron Cook Senior Vice President, London Operations Ralph G. D’Ambrosio Senior Vice President and Chief Financial Officer Steve Kantor Senior Vice President and President of Electronic Systems Kathleen E. Karelis Senior Vice President, and Senior Counsel John C. McNellis Senior Vice President and President of Aerospace Systems John S. Mega Senior Vice President and President of Communication Systems Alfred Piccirillo Senior Vice President, Internal Audit, Corporate Services and Corporate Ethics Officer Steven M. Post Senior Vice President, General Counsel and Corporate Secretary Les A. Rose Vice President and President of National Security Solutions David M. Van Buren Senior Vice President, Business Strategy Juliet N. Bouyea Vice President, Corporate Communications John M. Hill Vice President, Human Resources Sheila M. Sheridan Vice President, Administration Corporate Information CORPORATE HEADQUARTERS EQUAL OPPORTUNITY EMPLOYER L-3 is an equal opportunity employer and does not discriminate on the basis of age, race, sex, sexual orientation, creed, color, national origin, ancestry, marital status, disability or any other characteristic protected by law. All employment-related deci- sions are based solely on business needs and relevant requisite skills related to the position. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Except for historical information contained herein, the matters set forth in this Annual Report are forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. The forward-looking state- ments set forth herein involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the Company’s “Forward-looking Statements” included in the Company’s recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the Company undertakes no obligation to update these forward-looking statements. For a discussion of other risks and uncertainties that could impair our results of operations or financial condition, see Part I - Item 1A -“Risk Factors” and Note 19 to our audited consolidated financial statements, included in our Annual Report on Form 10-K for the year ended December 31, 2013. CREDITS Design: Froeter Design Company, Chicago. Photo on Page 3: Master Corporal Roy MacLellan © Department of National Defence. Photo on Page 6: © All rights reserved. Artist’s rendition of Future Arctic/Offshore Patrol Ship (AOPS) reproduced with the permission of DND/CAF 2014. © 2014 L-3 Communications Holdings, Inc. Printed in the U.S.A. You can contact the corporate headquarters by writing to: 600 Third Avenue New York, NY 10016 or by calling 212-697-1111. To send a fax, dial 212-867-5249. CORPORATE INFORMATION News media, analysts, shareholders and others seeking corporate information about L-3 should contact corporate communications at 212-697-1111. PRINTED MATERIALS Printed financial and governance materials may be obtained without charge by written request to the corporate headquarters addressed to the Corporate Secretary, or by calling (866) INFO-LLL (866-463-6555). INTERNET You can access quarterly and annual financial information, news releases and an overview of the company’s products and services on the L-3 website at www.L-3com.com. STOCK EXCHANGE LISTING L-3’s common stock is listed on the New York Stock Exchange (NYSE) under the symbol LLL. ANNUAL MEETING The annual meeting of shareholders will be held at 2:30 p.m. on Tuesday, May 6, 2014, at The Ritz-Carlton New York, Battery Park, Two West Street, New York, NY. SHAREHOLDER ASSISTANCE If you have questions concerning your shareholder account, please contact the stock transfer agent: REGULAR MAIL Computershare P.O. Box 30170 College Station, TX 77842-3170 OVERNIGHT DELIVERIES Computershare 211 Quality Circle, Suite 210 College Station, TX 77845 or call 877-282-1168 (781-575-2879 from outside the United States). For the hearing impaired, the phone number is TDD: 800-490-1493. You can also contact the stock transfer agent at its website at: www.computershare.com. 6 0 0 T H I R D A V E N U E N E W Y O R K , N Y 1 0 0 1 6 6 0 0 T H I R D A V E N U E N E W Y O R K , N Y 1 0 0 1 6 

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