FORM 8-K

UNITED STATES

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): April 25, 2007

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)

870 Winter Street, Waltham, Massachusetts 02451

(Address of Principal Executive Offices) (Zip Code)

(781) 522-3000

(Registrant’s 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 240.13e-4(c))

 



Item 2.02. Results of Operations and Financial Condition

On April 25, 2007, Raytheon Company issued a press release announcing financial results for the fiscal quarter ended March 25, 2007. A copy of the press release is furnished with this report as Exhibit 99.1. The information in this report, including Exhibit 99.1, is furnished in accordance with SEC Release No. 33-8216 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

99.1    Press Release issued by Raytheon Company dated April 25, 2007.

 

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SIGNATURES

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.

 

    RAYTHEON COMPANY
Date: April 25, 2007     By:   /S/    DAVID C. WAJSGRAS
       

David C. Wajsgras

        Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.   

Description

99.1    Press release issued by Raytheon Company dated April 25, 2007.

 

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PRESS RELEASE

Exhibit 99.1

 

LOGO   Media Relations

News release

FOR IMMEDIATE RELEASE

 

Media Contact:     Investor Relations Contact:
Mac Jeffery     Greg Smith
781-522-5111     781-522-5141

Raytheon Reports Strong First Quarter Results

Highlights

 

   

Solid bookings of $5.3 billion; record backlog of $33.9 billion

 

   

Sales of $4.9 billion, up 6 percent

 

   

Operating income from continuing operations of $510 million, up 18 percent

 

   

Earnings per share (EPS) from continuing operations of $0.69, up 13 percent

WALTHAM, Mass., (April 25, 2007) – Raytheon Company (NYSE: RTN) reported first quarter 2007 income from continuing operations of $314 million or $0.69 per diluted share compared to $272 million or $0.61 per diluted share in the first quarter 2006. First quarter 2007 income from continuing operations was higher primarily due to improved operating results at Integrated Defense Systems (IDS), Missile Systems (MS), and Network Centric Systems (NCS).

“Our first quarter was another good quarter for the Company and a strong start to the year,” said William H. Swanson, Raytheon’s Chairman and CEO.

First quarter 2007 net income was $346 million or $0.76 per diluted share compared to $287 million or $0.64 per diluted share in the first quarter 2006. Net income for the first quarter 2007 included $32 million of income from discontinued operations or $0.07 per diluted share, primarily due to the results of Raytheon Aircraft Company (RAC), versus $15 million of income from discontinued operations or $0.03 per diluted share in the first quarter 2006. As previously announced, after the first quarter close, Raytheon completed the sale of RAC to Hawker Beechcraft Inc. for $3.3 billion, with after-tax net proceeds of approximately $2.5 billion.

 

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The Company expects to record a net after-tax gain of approximately $1 billion in the second quarter.

Net sales for the first quarter 2007 were $4.9 billion, up 6 percent from $4.7 billion in the first quarter 2006.

Operating cash flow from continuing operations for the first quarter 2007 was an outflow of $379 million versus an outflow of $48 million for the first quarter 2006. The decrease in operating cash flow was primarily due to a $400 million discretionary cash contribution made to the Company’s pension plans in the first quarter 2007 versus a $200 million discretionary cash contribution made in the first quarter 2006.

During the first quarter 2007, the Company repurchased 5.1 million shares for $275 million as part of the Company’s previously announced share repurchase program. In addition, as announced in March 2007, the Company’s Board of Directors authorized a 6 percent increase to the Company’s annual dividend, from $0.96 to $1.02 per share.

Net debt was $2.3 billion at the end of the first quarter 2007 compared with $1.5 billion at year-end 2006. Net debt is defined as total debt less cash and cash equivalents.

After the completion of the RAC sale in the second quarter, the Company initiated the redemption of approximately $1 billion of debt maturing from 2008 - 2010, which is expected to be completed on April 27, 2007. The Company expects to record a charge in the second quarter of approximately $40 million after-tax ($60 million pretax) primarily associated with the make-whole provision of this early debt retirement.

 

Summary Financial Results

   1st Quarter    

%

Change

 
($ in millions, except per share data)    2007     2006    

Net Sales

   $ 4,928     $ 4,660     6 %

Total Operating Expenses

     4,418       4,227    
                  

Operating Income

     510       433     18 %

Non-operating Expenses

     35       22    
                  

Income from Cont. Ops. before Taxes

   $ 475     $ 411     16 %
                  

Income from Continuing Operations

   $ 314     $ 272     15 %
                  

Net Income

   $ 346     $ 287     21 %
                  

Diluted EPS from Continuing Operations

   $ 0.69     $ 0.61     13 %
                  

Diluted EPS

   $ 0.76     $ 0.64     19 %
                  

Operating Cash Flow from Cont. Ops.

   $ (379 )   $ (48 )  
                  

 

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Bookings and Backlog

 

Bookings

   1st Quarter
(in millions)    2007    2006

Total Bookings

   $ 5,282    $ 4,967

Backlog

   Period ending
(in millions)    03/25/07    12/31/06

Backlog

   $ 33,909    $ 33,838

Funded Backlog

   $ 18,592    $ 18,186

The Company reported total bookings for the first quarter 2007 of $5.3 billion compared to $5.0 billion in the first quarter 2006. The Company ended the first quarter 2007 with a record backlog of $33.9 billion compared to $31.8 billion at the end of the first quarter 2006 and $33.8 billion at the end of 2006.

Outlook

 

2007 Financial Outlook

  

Bookings ($B)

   21.0 - 22.0

Net Sales ($B)

   21.4 - 21.9

FAS/CAS Pension Expense ($M)

   270

Interest Expense, net ($M)

   65 - 80

Diluted Shares (M)

   446 - 448

EPS from Cont. Ops. ($)

   2.85 - 3.00

Operating Cash Flow from Cont. Ops. ($B)

   1.5 - 1.7

ROIC (%)

   8.2 - 8.7

The Company reaffirms the full-year 2007 outlook as detailed above.

Charts containing additional information on the Company’s 2007 performance and guidance are available on the Company’s website at www.raytheon.com. See attachment F for information on the Company’s calculation and use of ROIC, a non-GAAP financial measure.

 

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Segment Results

Integrated Defense Systems

 

     1st Quarter    

%

Change

 
($ in millions)    2007     2006    

Net Sales

   $ 1,092     $ 963     13 %

Operating Income

   $ 199     $ 158     26 %

Operating Margin

     18.2 %     16.4 %  

Integrated Defense Systems (IDS) had first quarter 2007 net sales of $1,092 million, up 13 percent compared to $963 million in the first quarter 2006, primarily due to growth on Missile Defense Agency, U.S. Navy and U.S. Army programs, as well as on international programs. IDS recorded $199 million of operating income compared to $158 million in the first quarter 2006. The increase in operating income was primarily due to higher volume and improved performance on several domestic and international programs.

During the quarter, IDS booked $229 million for additional development work, including ship integration and detail design for the U.S. Navy’s Zumwalt Class program. IDS also booked $148 million for the manufacture and integration support of a Terminal High Altitude Area Defense (THAAD) radar for the Missile Defense Agency and $144 million to provide engineering services support to the Patriot air and missile defense program for the U.S. Army.

Intelligence and Information Systems

 

     1st Quarter    

%

Change

 
($ in millions)    2007     2006    

Net Sales

   $ 588     $ 611     -4 %

Operating Income

   $ 55     $ 55     NM  

Operating Margin

     9.4 %     9.0 %  

Intelligence and Information Systems (IIS) had first quarter 2007 net sales of $588 million compared to $611 million in the first quarter 2006, a decrease primarily due to reprioritization and procurement delays on certain classified programs, as previously

 

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disclosed. IIS recorded $55 million of operating income in the first quarter 2007 and the first quarter 2006.

During the quarter, IIS booked $286 million on a number of classified contracts.

Missile Systems

 

     1st Quarter    

%

Change

 
($ in millions)    2007     2006    

Net Sales

   $ 1,140     $ 989     15 %

Operating Income

   $ 120     $ 110     9 %

Operating Margin

     10.5 %     11.1 %  

Missile Systems (MS) had first quarter 2007 net sales of $1,140 million, up 15 percent compared to $989 million in the first quarter 2006, primarily due to higher volume on Standard Missile and Phalanx. MS recorded $120 million of operating income compared to $110 million in the first quarter 2006.

During the quarter, MS booked $255 million for the production of Block IV Tactical Tomahawk cruise missiles for the U.S. Navy. MS also booked $101 million for the production of the Joint Standoff Weapons (JSOW) for the U.S. Air Force and Navy.

Network Centric Systems

 

     1st Quarter    

%

Change

 
($ in millions)    2007     2006    

Net Sales

   $ 929     $ 791     17 %

Operating Income

   $ 117     $ 84     39 %

Operating Margin

     12.6 %     10.6 %  

Network Centric Systems (NCS) had first quarter 2007 net sales of $929 million, up 17 percent compared to $791 million in the first quarter 2006, primarily due to growth on U.S. Army programs. NCS recorded $117 million of operating income compared to $84 million

 

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in the first quarter 2006. The increase in operating income was primarily due to higher volume and improved program performance.

During the quarter, NCS booked $122 million to provide support for the Firefinder locating radar program and $92 million for the production of Commander’s Independent Viewers (CIVs) for the U.S. Army.

Space and Airborne Systems

 

     1st Quarter    

%

Change

 
($ in millions)    2007     2006    

Net Sales

   $ 964     $ 1,018     -5 %

Operating Income

   $ 129     $ 145     -11 %

Operating Margin

     13.4 %     14.2 %  

Space and Airborne Systems (SAS) had first quarter 2007 net sales of $964 million, down 5 percent compared to $1,018 million in the first quarter 2006, primarily due to the planned transition from development to production on several major programs. SAS recorded $129 million of operating income compared to $145 million in the first quarter 2006. Operating income was lower primarily due to favorable program profit and cost adjustments recorded from certain production programs in the first quarter 2006.

During the quarter, SAS booked $96 million on a number of classified contracts.

Technical Services

 

     1st Quarter    

%

Change

 
($ in millions)    2007     2006    

Net Sales

   $ 426     $ 450     -5 %

Operating Income

   $ 21     $ 31     -32 %

Operating Margin

     4.9 %     6.9 %  

Technical Services (TS) had first quarter 2007 net sales of $426 million, down 5 percent compared to $450 million in the first quarter 2006, primarily due to lower volume on a support services program, as well as reduced bookings at the end of 2006. TS recorded

 

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operating income of $21 million in the first quarter 2007 compared to $31 million in the first quarter 2006. Operating income was lower primarily due to profit adjustments recorded on certain programs and reduced volume.

During the quarter, TS booked $347 million on work for the Department of Energy (DOE) and the Defense Threat Reduction Agency (DTRA).

Other

Net sales in the first quarter 2007 were $181 million compared to $190 million in the first quarter 2006, with an operating loss of $8 million in the first quarter 2007 compared to an operating loss of $13 million in the first quarter 2006.

Discontinued Operations

During the quarter, the Company recorded net income from discontinued operations of $32 million, compared to $15 million in the first quarter 2006, primarily related to RAC.

Raytheon Company (NYSE: RTN), with 2006 sales of $20.3 billion, is a technology leader specializing in defense, homeland security and other government markets throughout the world. With a history of innovation spanning 85 years, Raytheon provides state-of-the-art electronics, mission systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and intelligence systems, as well as a broad range of mission support services. With headquarters in Waltham, Mass., Raytheon employs 73,000 people worldwide.

Disclosure Regarding Forward-looking Statements

This release and the attachments contain forward-looking statements, including information regarding the Company’s 2007 financial outlook, future plans, objectives, business prospects and anticipated financial performance. These forward-looking statements are not statements of historical facts and represent only the Company’s current expectations regarding such matters. These statements inherently involve a wide range of known and unknown risks and uncertainties. The Company’s actual actions and results could differ materially from what is expressed or implied by these statements. Specific factors that could cause such a difference include, but are not limited to: risks associated with the Company’s U.S. government sales, including changes or shifts in defense spending, uncertain funding of programs, potential termination of contracts, and difficulties

 

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in contract performance; the ability to procure new contracts; the risks of conducting business in foreign countries; the ability to comply with extensive governmental regulation, including import and export policies and procurement and other regulations; the impact of competition; the ability to develop products and technologies; the risk of cost overruns, particularly for the Company’s fixed-price contracts; dependence on component availability, subcontractor performance and key suppliers; risks of a negative government audit; the use of accounting estimates in the Company’s financial statements; the potential impairment of the Company’s goodwill; risks associated with Flight Options’ ability to compete and meet its financial objectives; risks associated with the commuter and fractional ownership aircraft markets; the outcome of contingencies and litigation matters, including government investigations; the ability to recruit and retain qualified personnel; risks associated with acquisitions, joint ventures and other business arrangements; the impact of changes in the Company’s credit ratings; and other factors as may be detailed from time to time in the Company’s public announcements and Securities and Exchange Commission filings. In addition, these statements do not give effect to the potential impact of any acquisitions, divestitures or business combinations that may be announced or closed after the date hereof. The Company undertakes no obligation to make any revisions to the forward-looking statements contained in this release and the attachments or to update them to reflect events or circumstances occurring after the date of this release.

Conference Call on the First Quarter 2007 Financial Results

Raytheon’s financial results conference call will be held on Wednesday, April 25, 2007 at 9 a.m. EDT. Participants will include William H. Swanson, Chairman and CEO, David C. Wajsgras, senior vice president and CFO, and other Company executives.

The dial-in number for the conference call will be (866) 800 - 8651. The conference call will also be audiocast on the Internet at www.raytheon.com. Individuals may listen to the call and download charts that will be used during the call. These charts will be available for printing prior to the call.

Interested parties are encouraged to check the website ahead of time to ensure their computers are configured for the audio stream. Instructions for obtaining the free required downloadable software are posted on the site.

# # #

 

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Attachment A

Raytheon Company

Preliminary Statement of Operations Information

First Quarter 2007

 

     Three Months Ended  
(In millions except per share amounts)    25-Mar-07     26-Mar-06  

Net sales

   $ 4,928     $ 4,660  
                

Cost of sales

     3,981       3,807  

Administrative and selling expenses

     340       319  

Research and development expenses

     97       101  
                

Total operating expenses

     4,418       4,227  
                

Operating income

     510       433  
                

Interest expense

     60       69  

Interest income

     (28 )     (21 )

Other (income) expense, net

     3       (26 )
                

Non-operating expense, net

     35       22  
                

Income from continuing operations before taxes

     475       411  

Federal and foreign income taxes

     161       139  
                

Income from continuing operations

     314       272  

Income from discontinued operations, net of tax

     32       15  
                

Net income

   $ 346     $ 287  
                

Earnings per share from continuing operations

    

Basic

   $ 0.71     $ 0.61  

Diluted

   $ 0.69     $ 0.61  

Earnings per share from discontinued operations

    

Basic

   $ 0.07     $ 0.03  

Diluted

   $ 0.07     $ 0.03  

Earnings per share

    

Basic

   $ 0.78     $ 0.65  

Diluted

   $ 0.76     $ 0.64  

Average shares outstanding

    

Basic

     441.0       442.3  

Diluted

     453.5       448.8  


Attachment B

Raytheon Company

Preliminary Segment Information

First Quarter 2007

(In millions)

 

    

Net Sales

Three Months Ended

   

Operating Income

Three Months Ended

   

Operating Income

As a Percent of Sales

Three Months Ended

 
     25-Mar-07     26-Mar-06     25-Mar-07     26-Mar-06     25-Mar-07     26-Mar-06  

Integrated Defense Systems

   $ 1,092     $ 963     $ 199     $ 158     18.2 %   16.4 %

Intelligence and Information Systems

     588       611       55       55     9.4 %   9.0 %

Missile Systems

     1,140       989       120       110     10.5 %   11.1 %

Network Centric Systems

     929       791       117       84     12.6 %   10.6 %

Space and Airborne Systems

     964       1,018       129       145     13.4 %   14.2 %

Technical Services

     426       450       21       31     4.9 %   6.9 %

Other

     181       190       (8 )     (13 )   -4.4 %   -6.8 %

FAS/CAS Pension Adjustment

     —         —         (62 )     (85 )    

Corporate and Eliminations

     (392 )     (352 )     (61 )     (52 )    
                                    

Total

   $ 4,928     $ 4,660     $ 510     $ 433     10.3 %   9.3 %
                                    


Attachment C

Raytheon Company

Other Preliminary Information

First Quarter 2007

 

    

Backlog

(In millions)

  

Funded Backlog

(In millions)

     25-Mar-07    31-Dec-06    25-Mar-07    31-Dec-06

Integrated Defense Systems

   $ 8,089    $ 7,934    $ 4,156    $ 4,088

Intelligence and Information Systems

     3,747      3,935      909      893

Missile Systems

     9,638      9,504      5,386      5,135

Network Centric Systems

     5,146      5,059      4,041      4,037

Space and Airborne Systems

     5,210      5,591      2,784      2,770

Technical Services

     1,825      1,572      1,062      1,020

Other

     254      243      254      243
                           

Total

   $ 33,909    $ 33,838    $ 18,592    $ 18,186
                           

 

    

Bookings

(In millions)

Three Months Ended

     25-Mar-07    26-Mar-06

Total Bookings

   $ 5,282    $ 4,967
             


Attachment D

Raytheon Company

Preliminary Balance Sheet Information

First Quarter 2007

(In millions)

Balance sheets

 

     25-Mar-07    31-Dec-06

Assets

     

Cash and cash equivalents

   $ 1,660    $ 2,460

Accounts receivable, less allowance for doubtful accounts

     174      178

Contracts in process

     3,895      3,600

Inventories

     499      487

Deferred federal and foreign income taxes

     240      257

Prepaid expenses and other current assets

     233      239

Assets held for sale

     2,398      2,296
             

Total current assets

     9,099      9,517

Property, plant and equipment, net

     2,105      2,131

Deferred federal and foreign income taxes

     230      189

Goodwill

     11,539      11,539

Other assets, net

     2,110      2,115
             

Total assets

   $ 25,083    $ 25,491
             

Liabilities and Stockholders’ Equity

     

Notes payable and current portion of long-term debt

   $ 686    $ 687

Advance payments and billings in excess of costs incurred

     1,947      1,962

Accounts payable

     833      920

Accrued salaries and wages

     757      944

Other accrued expenses

     1,196      1,193

Liabilities held for sale

     1,018      1,009
             

Total current liabilities

     6,437      6,715

Accrued retiree benefits and other long-term liabilities

     3,973      4,232

Long-term debt

     3,283      3,278

Minority interest

     179      165

Stockholders’ equity

     11,211      11,101
             

Total liabilities and stockholders’ equity

   $ 25,083    $ 25,491
             


Attachment E

Raytheon Company

Preliminary Cash Flow Information

First Quarter 2007

(In millions)

Cash flow information

 

     Three Months Ended  
     25-Mar-07     26-Mar-06  

Income from continuing operations

   $ 314     $ 272  

Depreciation

     69       69  

Amortization

     20       19  

Working capital

     (670 )     (517 )

Discontinued operations

     (37 )     28  

Net activity in financing receivables

     21       45  

Other

     (133 )     64  
                

Net operating cash flow

     (416 )     (20 )

Capital spending

     (39 )     (35 )

Internal use software spending

     (15 )     (4 )

Acquisitions

     —         (47 )

Investment activity and divestitures

     —         22  

Dividends

     (107 )     (98 )

Repurchase of common stock

     (275 )     (102 )

Debt repayments

     3       (32 )

Discontinued operations

     (27 )     (8 )

Other

     76       66  
                

Total cash flow

   $ (800 )   $ (258 )
                


Attachment F

Raytheon Company

Non-GAAP Financial Measures

First Quarter 2007

We define Return on Invested Capital (ROIC) as income from continuing operations plus after-tax net interest expense plus one-third of operating lease expense after-tax (estimate of interest portion of operating lease expense) divided by average invested capital after capitalizing operating leases (operating lease expense times a multiplier of 8), adding financial guarantees less net investment in Discontinued Operations, and adding back the cumulative minimum pension liability/impact of adopting FAS 158. ROIC is not a measure of financial performance under generally accepted accounting principles (GAAP) and may not be defined and calculated by other companies in the same manner. ROIC should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. We use ROIC as a measure of efficiency and effectiveness of our use of capital and as an element of management compensation.

Return on Invested Capital

 

(In millions)    2007 Guidance  
     Low end of
range
    High end of
range
 

Income from continuing operations

    

Net interest expense, after-tax*

     Combined       Combined  

Lease expense, after-tax*

    
                

Return

   $ 1,400     $ 1,465  
                

Net debt **

    

Equity less investment in discontinued operations

    

Lease expense x 8 plus financial guarantees

     Combined       Combined  

Minimum pension liability (cumulative)

    
                

Invested capital from continuing operations***

   $ 17,050     $ 16,850  
                

ROIC

     8.2 %     8.7 %
                

* effective tax rate: 34.2% (2007 guidance)
** Net debt is defined as total debt less cash and cash equivalents and is calculated using a 2 point average
*** Calculated using a 2 point average