Fitch Rates L-3 Communications' Proposed Notes 'BBB-'

  Fitch Rates L-3 Communications' Proposed Notes 'BBB-'  Business Wire  NEW YORK -- May 13, 2014  Fitch Ratings assigns a 'BBB-' rating to L-3 Communications Corporation's (L-3) proposed senior unsecured notes due in 2017 and 2024. L-3 plans to issue a mix of three and 10-year notes totaling $1 billion which will rank equally with the company's existing senior unsecured notes. Proceeds will be used to redeem L-3 Communications Holdings' convertible contingent debt securities (CODES) and for general corporate purposes. L-3's total debt will increase by approximately $300 million and Fitch's ratings will cover approximately $3.9 billion of outstanding debt after the completion of the announced transactions. The increase in leverage does not affect the ratings. The rating Outlook is Stable. A full rating list follows at the end of this release.  Fitch expects to withdraw the 'BB+' ratings of the CODES upon their repayment. The CODES are rated one notch below the company' IDR and senior unsecured debt due to the subordination of the securities' guarantees. Upon the completion of the transactions, L-3 Communications Holdings, Inc. will not have any outstanding debt and L-3 will be the only entity with indebtedness within the company's capital structure.  KEY RATING DRIVERS  Key factors that support the ratings include L-3's adequate credit metrics, albeit somewhat weakened with the additional debt; strong liquidity position; and Fitch's expectation of solid margins and substantial free cash flow (FCF; cash from operations less capital expenditures and dividends). Other positive factors include L-3's diverse portfolio of products and services, and L-3's increasing percentage of international military and commercial sales which accounted for 27% of sales in 2013, up from 24% and 18% in 2012 and 2011, respectively.  Most of the growth in L-3's non U.S. government sales was driven by higher foreign military sales which comprised 14%, up from 11% in 2012. L-3's commercial (both international and domestic) sales remained flat at 13% of revenues in 2013. Fitch expects L-3's commercial sales will remain in the 13% to 15% range for the near future, with moderate organic growth in international military sales. A large increase in the percentage of international and commercial sales in 2012 was partially driven by the spin-off of Engility Holdings, Inc. (Engility), which reduced L-3's exposure to the U.S. government spending.  Fitch's rating concerns include:  --L-3's declining revenues, which are expected to remain under modest pressure for at least the next two years due to lower DoD spending and the continued withdrawal of the U.S. troops from Afghanistan; and  --The company's cash deployment strategy, which includes a focus on dividends and share repurchases, though this is mitigated by L-3's commitment to maintaining a strong credit profile.  Fitch's concern with L-3's underfunded pension plans has lessened, with the deficit declining to $570 million (81% funded) as of Dec. 31, 2013, from $1.2 billion (63% funded status) in the prior year. Fitch expects L-3's pension status to improve in 2014 driven by the favorable interest rate environment. Additionally, the company's strong cash generation mitigates pension concerns as the required minimum contribution will not constitute a large portion of L-3's FCF. The pension deficit is also mitigated by the expected reimbursements from the U.S. government which treats a part of pension costs of defense contracts as allowable and reimbursable costs.  Fitch expects L-3's credit metrics will deteriorate slightly due to the announced debt issuance. The company's leverage (debt to EBITDA) has deteriorated slightly over the past several years fluctuating in the range of 2.2x - 2.4x compared to the range of 2.0x - 2.2x over the prior five years. Fitch expects the company's leverage will increase to approximately 2.7x after the issuance of the new notes and the repayment of the convertible securities, up from 2.4x as of Mar. 28, 2014. Fitch expects L-3's leverage will remain within the range of 2.6x - 2.7x over the next several years. Despite the expected leverage deterioration, Fitch believes L-3's credit metrics will remain adequate for investment grade ratings.  The company's liquidity as of March 28, 2014 was $1.2 billion, consisting of availability of all of its $1 billion credit facility (expiring in February 2017) and $227 million in cash and short-term investments. Fitch expects L-3 to maintain cash balances of approximately $400-$600 million and liquidity in the $1.4 - 1.6 billion range over the next several years. L-3 has no debt maturities through 2015 with the next material debt maturity in 2016 when $500 million of 3.95% senior unsecured notes are due.  The company generated negative $147 million of FCF in the first quarter of 2014, primarily driven by the timing of collections and an increase in unbilled contracts receivables. L-3's cash generation is seasonal as the company collects the majority of its cash during the second half of the year. Despite the seasonality of cash flows, L-3 typically generates positive quarterly FCF. In the last 12 months (LTM) ending Mar 28, 2014, the company generated $663 million of FCF. Fitch estimates the company will generate annual FCF (after dividends) in the range of $700 million - $800 million over the next several years. L-3 reported approximately $850 million FCF in 2013 and $900 million (includes discontinued operations of approximately $50 million) in 2012.  Fitch's ratings and Outlook for L-3 incorporate expectations of meaningful cash deployment toward shareholders. In the first quarter of 2014, L-3 deployed $133 million towards share repurchases and $55 million towards dividend payments. L-3 has increased dividends by twenty cents per share annually over the past five years. Fitch expects L-3 to maintain its shareholder friendly cash deployment strategies and to continue increasing its dividend yield. Fitch expects L-3 to deploy approximately $900 million to $1.1 billion toward shareholders annually.  L-3 contributed $105 million and $173 million to its pension plans in 2013 and 2012, respectively. The company expects to contribute approximately $97 million to its pension plans in 2014 and has already contributed $14 million during the first quarter of 2014.  RATING SENSITIVITIES  Fitch may consider a positive rating action should L-3 improve its credit profile by decreasing leverage and moderating its shareholder friendly cash deployment strategies. A negative rating action may be considered if L-3 completes a large debt-funded acquisition which weakens L-3's credit profile or if there are dramatic changes in U.S. defense spending policies, but an action would depend on L-3's efforts to reduce costs in line with lower revenues.  Fitch rates L-3 as follows:  L-3 Communications Holdings, Inc.  --IDR 'BBB-';  --Convertible contingent debt securities 'BB+'.  L-3 Communications Corporation  --IDR 'BBB-';  --Senior unsecured notes 'BBB-';  --Senior unsecured revolving credit facility 'BBB-'.  The Rating Outlook is Stable.  Additional information is available at ''.  Applicable Criteria and Related Research:  --'Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage' (Aug. 5, 2013);  --'Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis' (Dec. 23, 2013).  Applicable Criteria and Related Research:  Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage  Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis  Additional Disclosure  Solicitation Status  ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. 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