1 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): June 26, 2003 RAYTHEON COMPANY ----------------- (Exact name of registrant as specified in its charter) Delaware 1-13699 95-1778500 -------- ------- ---------- (State of Incorporation) (Commission File Number) (IRS Employer Identification Number) 141 Spring Street Lexington, Massachusetts 02421 ------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 862-6600
2 Item 9. Regulation FD Disclosure On June 26, 2003, Raytheon Company issued a press release announcing that the total costs to complete two power plants in Massachusetts have increased by approximately $90 million, primarily the result of schedule delays and technical issues experienced during the commissioning process for the projects. A copy of the press release is attached as Exhibit 99.1. 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 hereunto duly authorized. Dated: June 26, 2003 RAYTHEON COMPANY By: /s/ Edward S. Pliner Edward S. Pliner Senior Vice President and Chief Financial Officer
EXHIBIT INDEX Exhibit Number DESCRIPTION 99.1 Press Release dated June 26,2003 issued by Raytheon Company
EX 99.1
RAYTHEON
FOR IMMEDIATE RELEASE
Contact:
Amy Hosmer
781.860.2423
Raytheon updates progress on E&C power plant projects
Expects to meet or exceed second quarter financial objectives for continuing
operations
LEXINGTON, Mass., (June 26, 2003) - Raytheon Company (NYSE: RTN) said today
that while it has made considerable progress toward the completion of the two
Massachusetts power plants it is building for Exelon Power, it will not complete
construction of the Fore River facility in Weymouth, Mass., by June 30, 2003 as
previously expected. The testing phase has commenced at the Fore River facility
and the Company expects to transfer control of the facility to Exelon in July.
Exelon announced earlier this month it had taken control of the Mystic facility
in Everett, Mass., and the facility has entered commercial operation.
Total costs to complete the projects have increased by approximately $90
million, primarily the result of schedule delays and technical issues
experienced during commissioning processes for the projects. Separately, the
Company is pursuing recovery actions to reduce the total project costs. The
company expects to complete its assessment of the project costs in connection
with the closing of the second quarter and record a charge of approximately $90
million to discontinued operations for these projects.
Separately, Raytheon expects second quarter 2003 results from continuing
operations will meet or exceed its financial objectives for the quarter,
including bookings, sales, operating income, EPS and cash flow. Raytheon expects
to issue its second quarter 2003 earnings results and host its earnings
conference call on Thursday, July 24, 2003.
Raytheon Company, with 2002 sales of $16.8 billion, is an industry leader
in defense, government and commercial electronics, space, information
technology, technical services, and business and special mission aircraft. With
headquarters in Lexington, Mass., Raytheon employs more than 76,000 people
worldwide.
2
Disclosure regarding forward-looking statement:
Certain statements made in this release, including any statements relating
to the Company's future plans, objectives, and projected future financial
performance, contain or are based on, forward-looking statements within the
meaning of the federal securities laws. Specifically, statements that are not
historical facts, including statements accompanied by words such as "believe,"
"expect," "estimate," "intend," or "plan," and variations of these words and
similar expressions, are intended to identify forward-looking statements and
convey the uncertainty of future events or outcomes. The Company cautions
readers that any such forward-looking statements are based on assumptions that
the Company believes are reasonable, but are subject to a wide range of risks,
and actual results may differ materially. The Company expressly disclaims any
current intention to provide updates to forward-looking statements, and the
estimates and assumptions associated with them, after the date of this release.
Important factors that could cause actual results to differ include, but are not
limited to: the ability to obtain or the timing of obtaining future government
awards; the availability of government funding; changes in government or
customer priorities due to program reviews or revisions to strategic objectives;
difficulties in developing and producing operationally advanced technology
systems; termination of government contracts; program performance and timing of
contract payments; the performance of critical subcontractors; government import
and export policies and other government regulations; the ultimate resolution of
contingencies and legal matters, including investigations; the effect of market
conditions, particularly in relation to the general aviation and commuter
aircraft markets; the uncertainty of the timing and amount of net realizable
value of Boeing Business Jet-related assets; the Company's lack of construction
industry expertise resulting from the Company's sale of its Engineers and
Constructors business; the timing of project completion and customer acceptance
of two Massachusetts construction projects; further delays and cost growth
arising from testing and commissioning processes conducted at the Massachusetts
projects; the final determination by the Company of the required expenditures to
complete the Massachusetts projects; and the impact of change orders, the
recoverability of the Company's claims and the outcome of defending claims
asserted against the Company. Further information regarding the factors that
could cause actual results to differ materially from the Company's expectations
are disclosed in the Company's SEC filings, including the Annual Report on Form
10-K for the year ended December 31, 2002 and Form 10-Q for the quarter ended
March 30, 2003.