RAYTHEON CO/
10-Q/A, 2000-08-17
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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

/X/      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the quarterly period ended July 2, 2000

/ /      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ............
         to ...............

                         Commission File Number 1-13699

                                RAYTHEON COMPANY
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                    95-1778500
(State or Other Jurisdiction          (I.R.S. Employer Identification No.)
of Incorporation or Organization)

               141 SPRING STREET, LEXINGTON, MASSACHUSETTS 02421
               (Address of Principal Executive Offices) (Zip Code)

                                 (781) 862-6600
              (Registrant's telephone number, including area code)

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 x No

Number of shares of common stock outstanding as of July 2, 2000: 340,012,000,
consisting of 100,805,000 shares of Class A common stock and 239,207,000 shares
of Class B common stock.

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                                       2

     The following text represents an amendment to Form 10-Q filed with the
Commission on August 16, 2000 which changes the last line of the text of the
paragraph on p. 14 beginning "Electronic Systems had sales of $1.8 billion...
" to read as follows: "...recorded on three contracts in the second quarter
of 2000."

"PAGE
                                       14

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)


Income from continuing operations was $95 million in the second quarter of 2000,
or $0.28 per diluted share on 340.0 million average shares outstanding versus
$277 million in the second quarter of 1999, or $0.81 per diluted share on 343.7
million average shares outstanding.

On July 7, 2000, the Company completed the sale of its Raytheon Engineers &
Constructors (RE&C) subsidiary for approximately $50 million in cash, subject to
purchase price adjustments. The Company also retained approximately $30 million
of cash on the balance sheet of RE&C at closing. Pursuant to the agreement, the
Company retained the responsibility for four large, fixed price international
turnkey projects that are close to completion, partially indemnified the buyer
on the completion of one other existing project, and retained certain
significant assets and liabilities. In the second quarter of 2000, the Company
recorded an additional loss on disposal of discontinued operations of $46
million after-tax, or $0.14 per diluted share. The additional loss on disposal
was due primarily to cost growth on one of the retained projects.

Net income for the second quarter of 2000 was $49 million, or $0.14 per diluted
share versus $290 million for the second quarter of 1999, or $0.84 per diluted
share.

Total employment related to continuing operations was approximately 94,300 at
July 2, 2000, and approximately 97,600 at December 31, 1999. The decrease was
primarily a result of divestitures and the continuing restructuring initiatives
at the Electronics businesses.

Electronic Systems had sales of $1.8 billion in the second quarter of 2000,
compared with $2.1 billion in the second quarter of 1999. The decrease in sales
was due to a decrease in volume for missiles and missile defense systems.
Operating income was $209 million in the second quarter of 2000 versus $345
million a year ago. During the second quarter of 2000, the Company recorded a
$19 million favorable adjustment to cost of sales to reflect a change in
estimate on restructuring initiatives. The decrease in operating income was due
to lower volume from missiles and missile defense systems, a decline in higher
margin foreign direct programs, certain positive contract completion adjustments
recorded in the second quarter of 1999, and negative contract adjustments
recorded on three contracts in the second quarter of 2000.

Command, Control, Communication and Information Systems had sales of $846
million in the second quarter of 2000, compared with $988 million in the second
quarter of 1999. Sales were lower due to the divestiture of the flight simulator
business and the planned wind-down of certain international projects. Operating
income was $93 million in the second quarter of 2000 compared with $148 million
in the second quarter of 1999. The decline in operating income was driven by
lower volume, negative contracts adjustments on two communications-related
programs, and certain positive prior year contract completion adjustments.

Technical Services had second quarter 2000 sales of $466 million, versus $501
million in the second quarter of 1999. Operating income was $38 million in the
second quarter of 2000, compared with $42 million in the second quarter of 1999.
The decline in sales and operating income was due primarily to the divestiture
of the flight simulator business in the first quarter of 2000.

Aircraft Integration Services had sales of $303 million in the second quarter of
2000, compared with sales of $288 million in the second quarter of 1999. Sales
from the Airborne Standoff Radar (ASTOR) contract accounted for the increase.
Operating income was $31 million in both the second quarter of 2000 and 1999."

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SIGNATURE

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 thereunto duly authorized.

                                RAYTHEON COMPANY (Registrant)

                                By:      /s/ Edward S. Pliner
                                             Edward S. Pliner
                                             Vice President and
                                             Corporate Controller
                                             (Chief Accounting Officer)



August 17, 2000










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