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Raytheon Reports 2002 Third Quarter Results

    -- Defense sales up 10 percent

    -- Income from continuing operations of $0.56 per diluted share

    -- Operating cash flow from continuing operations of $401 million

    -- Consolidated earnings of $0.36 per diluted share including discontinued
       operations

    -- Net debt of $6.2 billion, down from $8.8 billion a year ago

    -- U.S. Government backlog up 14 percent year over year


    LEXINGTON, Mass., Oct. 23 /PRNewswire-FirstCall/--
Raytheon Company (NYSE: RTN) reported third quarter 2002 sales of $4.1
billion.  Adjusting for divestitures, sales for the quarter were up 10
percent, compared with the third quarter a year ago.  The company reported
third quarter operating income of $455 million, compared with an operating
loss of $364 million in the third quarter a year ago.  Income from continuing
operations was $228 million, or $0.56 per diluted share, compared with a loss
of $280 million, or $0.78 per diluted share, in the 2001 third quarter.
    Included in the quarter's results was a favorable legal settlement that is
reflected in corporate operating results.  This was offset by charges of a
similar magnitude at the company's Command, Control, Communication and
Information Systems business, discussed below.
    Last year's third quarter included a $745 million charge at Raytheon
Aircraft, primarily related to exposure on commuter aircraft.  Last year's
quarter also included goodwill amortization of $85 million, which was
discontinued effective Jan. 1, 2002 in accordance with SFAS No. 142.  Year
over year, there has also been a decline in SFAS No. 87 pension income of $51
million.
    Operating cash flow from continuing operations was $401 million in the
third quarter 2002, compared with an outflow of $113 million in the third
quarter 2001.  Discontinued operations consumed $322 million in cash in the
third quarter 2002, compared with a cash outflow of $244 million in the same
period last year.  For the first nine months of 2002, the company's operating
cash flow from continuing operations of $622 million was ahead of plan and
much stronger than the $453 million cash outflow in the prior year. Net debt
at the end of the quarter was $6.2 billion versus the company's plan of $6.8
billion.
    "Strong sales growth in our defense businesses and solid operating cash
flow signal that we are on track and getting stronger," said Daniel P.
Burnham, Raytheon's chairman and chief executive officer.  "We have been
successful in reducing costs and improving operating efficiencies,
particularly at Raytheon Aircraft, in response to a weak and increasingly
competitive commercial environment."
    Including the impact of discontinued operations, the company posted net
income of $147 million, or $0.36 per diluted share, in the third quarter 2002,
compared with a net loss of $285 million, or $0.79 per diluted share, in the
third quarter 2001.
    The company narrowed its outlook for 2002 earnings per diluted share from
continuing operations to $2.10 to $2.15; the target range for consolidated net
debt has been $5.9 billion to $6.2 billion.  The target range for consolidated
net debt excluded Raytheon Aircraft's previously disclosed off balance sheet
financing facility. Since this financing facility no longer provides any real
economic benefit, the company now expects to eliminate this facility and the
cost of maintaining it and bring the related assets onto the company's books.
This will result in a target range for consolidated net debt at year-end of
$6.9 billion to $7.2 billion, which is consistent with the company's combined
net debt plan and previous guidance.
    The company's outlook for 2003 total company revenue growth is 6 to 7
percent, with earnings per diluted share from continuing operations between
$1.60 and $1.70.  The entire decline in earnings per share compared to 2002 is
due to an increase in pension expense.  Excluding the impact of pension
expense, earnings are expected to be up greater than 10 percent compared with
2002.  Operating cash flow from continuing operations is still expected to be
between $900 million and $1.1 billion in 2003.
    The company anticipates an after-tax reduction to equity of between $2.0
billion and $2.5 billion at year-end related to the company's pension plans,
as a result of the recent weak performance of capital markets.  This is a non-
cash reduction that will not affect earnings, net debt or any of the company's
bank covenants.

    Electronic Systems
    Electronic Systems (ES) reported third quarter sales of $2.2 billion, up
11 percent compared with sales of $2.0 billion a year ago. Operating income
was $315 million, versus $284 million in the 2001 third quarter.  Excluding
goodwill amortization, ES had operating income of $333 million in the 2001
third quarter.  A decline in pension income accounted for more than the entire
decline in operating income, excluding goodwill amortization.  ES had total
backlog of $13.3 billion at the end of the quarter.
    During the quarter, the General Accounting Office upheld the U.S. Navy's
contract award for the DD(X) program to Raytheon and its partner Northrop
Grumman Ship Systems.  As a result, Raytheon added $1.1 billion to backlog
during the quarter.  Raytheon will be the lead systems integrator on the
program. DD(X) is the Navy's next generation surface warship.  Also during the
quarter, Raytheon was awarded a $118 million contract from the U.S. Navy for
STANDARD Missile-2 fiscal year 2002 production.  The primary role of the
STANDARD Missile-2 is to provide area defense against enemy aircraft and anti-
ship missiles.

    Command, Control, Communication and Information Systems
    Command, Control, Communication and Information Systems (C3I) had sales of
$1.0 billion, up 9 percent from $945 million in the third quarter a year ago.
The business posted operating income of $101 million, compared with $94
million in the third quarter 2001.  The current quarter included a charge
related to a dispute on a previously terminated commercial contract and a
charge related to a current dispute that could affect the collection of
amounts due under the contract. The charges totaled $20 million. Excluding
goodwill amortization, operating income in the 2001 third quarter was $119
million.  C3I had total backlog of $5.7 billion at the end of the quarter.
    During the quarter Raytheon was awarded a contract for work on the
National Polar-orbiting Operational Environmental Satellite System (NPOESS) by
NPOESS prime contractor TRW.  As a result, the company added $919 million to
backlog during the quarter.  Raytheon will provide the entire ground system
for NPOESS, including the Command, Control and Communications Segment and the
interface Data Processing Segment.  In addition, Raytheon is developing and
manufacturing the NPOESS primary electro-optical imaging sensor.  Also during
the quarter, the company received a $40 million U.S. Navy contract to continue
developing the Mobile User Objective System (MUOS). Raytheon was one of two
companies down selected.  The Navy plans to select a single contractor for the
$6 billion program.

    Technical Services
    Technical Services (TS) reported sales of $556 million for the 2002 third
quarter, compared with sales of $524 million a year ago. The business had
operating income of $40 million, versus $38 million a year ago.  Excluding
goodwill amortization, TS had operating income of $46 million in the 2001
third quarter. A decline in pension income accounted for the entire decline in
operating income, excluding goodwill amortization.  TS had backlog of $1.7
billion at the end of the quarter.

    Commercial Electronics
    Commercial Electronics (CE) had sales of $102 million for the quarter,
flat compared with a year ago.  CE recorded an operating loss of $2 million in
the 2002 third quarter, an improvement over the operating loss of $22 million
a year ago.
    During the quarter the company finalized an agreement with Paris-based
Valeo S.A., to form a joint venture, Valeo Raytheon Systems, that will develop
and market "blind spot" sensors to automotive manufacturers and subsystem
developers.  The sensors, based on Raytheon technology, can detect obstacles
and alert drivers to potential hazards.

    Raytheon Aircraft Company
    Raytheon Aircraft Company (RAC) reported sales of $451 million, versus
$449 million a year ago.  Adjusting for divestitures, sales were up 11 percent
due to a mix of higher priced aircraft and higher volume of used aircraft.
RAC had operating income of $1 million in the 2002 third quarter, compared
with an operating loss of $758 million a year ago, which included charges of
$693 million in connection with its commuter aircraft business and $52 million
related to used general aviation aircraft.  RAC had backlog of $4.4 billion at
the end of the quarter.

    Discontinued Operations
    On Oct. 11, 2002 the company announced that it would adjust its estimate
to complete two Massachusetts power plants by $70 million to $75 million. The
company also disclosed that it expected additional costs associated with the
completion of the Red Oak and Ratchaburi construction projects and period
costs associated with interest and the project management office of
discontinued operations, bringing the total estimated charge to $115 million
to $124 million.  Consistent with that disclosure, the company has recorded a
third quarter charge of $120 million pretax related to the company's former
engineering and construction business.  The company's total loss from
discontinued operations in the quarter was $81 million after-tax, or $0.20 per
diluted share.
    With headquarters in Lexington, Mass., Raytheon Company is a global
technology leader in defense, government and commercial electronics, and
business and special mission aircraft.

    DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
    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 Private Securities Litigation Reform Act of 1995. Specifically,
statements that are not historical facts, including statements accompanied by
words such as "believe," "expect," "estimate," "intend," "plan," or "outlook"
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. Given these uncertainties, readers should not rely on forward-
looking statements.  Forward-looking statements also represent the Company's
estimates and assumptions only as of the date that they were made.  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: differences in
anticipated and actual program results; risks inherent with large long-term
fixed price contracts, particularly the ability to contain cost growth; the
ultimate resolution of contingencies and legal matters, including
investigations; risks associated with equity investments in third party or
joint ventures; the ability to realize anticipated cost efficiencies; timely
development and certification of new aircraft; the effect of market
conditions, particularly in relation to the general aviation and commuter
aircraft markets; the impact of changes in the collateral values of financed
aircraft, particularly commuter aircraft; the ability to finance ongoing
operations at attractive rates; government customers' budgetary constraints;
government import and export policies; and other government regulations;
termination of government contracts; financial and governmental risks related
to international transactions; the ability to recruit and retain qualified
employees; delays and uncertainties regarding the timing of the award of
international programs; changes in government or customer priorities due to
program reviews or revisions to strategic objectives; difficulties in
developing and producing operationally advanced technology systems; economic,
business, and political conditions domestically and internationally; program
performance and timing of contract payments; the performance of critical
subcontractors and the ability to obtain adequate insurance; the timing and
customer acceptance of product deliveries; the impact of competitive products
and pricing; the uncertainty of the timing and amount of net realizable value
of Boeing Business Jet-related assets; and risks associated with the
performance of critical subcontractors and suppliers, the timing of project
completion and customer acceptance of two Massachusetts construction projects;
the timing and cost associated with the ultimate resolution of turbine
combustor issues at the two Massachusetts construction projects; the Company's
lack of construction industry expertise resulting from the Company's sale of
RE&C; the continued decline of craft labor productivity at the two
Massachusetts construction projects; and the Company's inability to recover
amounts required to be paid in connection with pre-funded liquidated damages;
among other things.  Further information regarding the factors that could
cause actual results to differ materially from the Company's projected results
can be found in the Company's filings with the Securities and Exchange
Commission, including statements under "Item 1-Business" of Raytheon Company's
Annual Report on Form 10-K for the year ended December 31, 2001.

    Conference Call on Third Quarter 2002 Financial Results
    Raytheon will hold a conference call at 9:00 AM ET on Thursday, October
24, 2002, to review Third Quarter 2002 results. In order to participate,
please call (877) 606-5624 (domestic) or (706) 679-7694 (international).
    If you are unable to participate on this call, a digital recording will be
available two hours after the completion of the call from October 24, 2002,
for 30 days.  To access the recording, please dial (800) 642-1687 (domestic)
or (706) 645-9291 (international) and enter the conference ID 6059831.
    This conference call will be audio cast on the Internet at
http://www.Raytheon.com.  Individuals may listen to the call and view charts as they
are referenced.  These charts will be available for printing prior to the
call.
    Participants are urged 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 to the site.


    Attachment A

    Raytheon Company
    Financial Information
    Third Quarter 2002

    (In millions, except per share amounts)
                          Three Months Ended             Nine Months Ended
                                       Pro forma                     Pro forma
                       As        As    excluding     As        As    excluding
                    reported  reported  goodwill  reported  reported  goodwill
                   29-Sep-02 30-Sep-01 30-Sep-01 29-Sep-02 30-Sep-01 30-Sep-01

    Net sales         $4,092    $3,755    $3,755   $12,098   $11,624   $11,624

    Cost of sales      3,240     3,727     3,642     9,607    10,082     9,828
    Administrative and
     selling expenses    285       287       287       892       853       853
    Research and
     development
     expenses            112       105       105       337       350       350

    Total operating
     expenses          3,637     4,119     4,034    10,836    11,285    11,031

    Operating income
     (loss)              455      (364)     (279)    1,262       339       593

    Interest expense,
     net                 111       165       165       364       516       516
    Other expense
     (income), net        15        18        18        36       (30)     (30)

    Non-operating
     expense, net        126       183       183       400       486       486

    Income (loss) from
     continuing
     operations
     before taxes        329      (547)     (462)      862      (147)      107

    Federal and foreign
     income taxes        101      (267)     (264)      262       (97)     (71)

    Income (loss) from
     continuing
     operations          228      (280)     (198)      600       (50)      178

    Loss from
     discontinued
     operations, net
     of tax              (81)       (5)       (5)     (664)     (551)    (551)

    Income (loss) before
     extraordinary item
     and accounting
     change              147      (285)     (203)      (64)     (601)    (373)

    Extraordinary gain
     from debt
     repurchases, net
     of tax                -         -         -         1         4         4

    Cumulative effect of
     change in accounting
     principle, net of
     tax                   -         -         -      (509)        -         -

    Net income (loss)   $147     $(285)    $(203)    $(572)    $(597)   $(369)

    Earnings (loss) per
     share from continuing
     operations
     Basic             $0.56    $(0.78)   $(0.55)    $1.50    $(0.14)    $0.51
     Diluted           $0.56    $(0.78)   $(0.55)    $1.47    $(0.14)    $0.51

    Loss per share
     from discontinued
     operations
     Basic            $(0.20)   $(0.01)   $(0.01)   $(1.66)   $(1.58)  $(1.58)
     Diluted          $(0.20)   $(0.01)   $(0.01)   $(1.62)   $(1.58)  $(1.58)

    Loss per share
     from cumulative
     effect of change
     in accounting
     principle
     Basic                $-        $-        $-    $(1.27)       $-       $-
     Diluted              $-        $-        $-    $(1.25)       $-       $-

    Earnings (loss) per
     share
     Basic             $0.36    $(0.79)   $(0.56)   $(1.43)   $(1.71)  $(1.05)
     Diluted           $0.36    $(0.79)   $(0.56)   $(1.40)   $(1.71)  $(1.05)

    Average shares
     outstanding
     Basic             403.7     359.4     359.4     399.8     349.8     349.8
     Diluted           408.7     359.4     359.4     408.7     349.8     349.8


     Attachment B

     Raytheon Company
     Segment Information
     Third Quarter 2002

     As reported

                                                            Operating Income
                         Net Sales     Operating Income  As a Percent of Sales
     (In millions)  Three Months Ended Three Months Ended  Three Months Ended
                   29-Sep-02 30-Sep-01 29-Sep-02 30-Sep-01 29-Sep-02 30-Sep-01

    Electronic
     Systems          $2,230    $2,014     $ 315     $ 284     14.1%     14.1%

    Command, Control,
     Communication
     and Information
     Systems           1,033       945       101        94      9.8%      9.9%

    Technical Services   556       524        40        38      7.2%      7.3%

    Commercial
     Electronics         102       101        (2)      (22)    -2.0%    -21.8%

    Aircraft             451       449         1      (758)     0.2%   -168.8%

    Corporate and
      Eliminations      (280)     (278)       -         -

    Total             $4,092    $3,755     $ 455     $(364)    11.1%     -9.7%


    Excluding goodwill

                                                              Operating Income
                         Net Sales     Operating Income  As a Percent of Sales
    (In millions)   Three Months Ended Three Months Ended Three Months Ended
                   29-Sep-02 30-Sep-01 29-Sep-02 30-Sep-01 29-Sep-02 30-Sep-01

    Electronic
     Systems          $2,230    $2,014     $ 315     $ 333     14.1%     16.5%

    Command, Control,
     Communication
     and Information
     Systems           1,033       945       101       119      9.8%     12.6%

    Technical Services   556       524        40        46      7.2%      8.8%

    Commercial
     Electronics         102       101        (2)      (20)    -2.0%    -19.8%

    Aircraft             451       449         1      (757)     0.2%   -168.6%


    Corporate and
     Eliminations       (280)     (278)        -         -

    Total             $4,092    $3,755     $ 455     $(279)    11.1%     -7.4%


    Excluding goodwill and pension

                                                            Operating Income
                         Net Sales     Operating Income  As a Percent of Sales
    (In millions)   Three Months Ended Three Months Ended  Three Months Ended
                   29-Sep-02 30-Sep-01 29-Sep-02 30-Sep-01 29-Sep-02 30-Sep-01


    Electronic
     Systems          $2,230    $2,014     $ 303     $ 295     13.6%     14.6%

    Command, Control,
     Communication
     and Information
     Systems           1,033       945       100       110      9.7%     11.6%

    Technical Services   556       524        37        37      6.7%      7.1%

    Commercial
     Electronics         102       101        (2)      (21)    -2.0%    -20.8%

    Aircraft             451       449        (6)     (771)    -1.3%   -171.7%

    Corporate and
     Eliminations       (280)     (278)       (1)       (4)

    Total             $4,092    $3,755     $ 431     $(354)    10.5%     -9.4%


     Attachment C

     Raytheon Company
     Other Information
     Continuing Operations
     Third Quarter 2002



                                                            Backlog
                                                   29-Sep-02      30-Sep-01


    Electronic Systems                               $13,345        $12,356
    Command, Control, Communication
     and Information Systems                           5,709          5,673
    Technical Services                                 1,694          1,781
    Commercial Electronics                               409            488
    Aircraft                                           4,423          4,031

                                                     $25,580        $24,329

    U.S. government backlog included above           $17,986        $15,749

                                                       Total Employees
                                                   29-Sep-02      30-Sep-01

    Total employees                                   76,800         81,600



                        Aircraft Shipments (Units)  Aircraft Bookings (Units)
                            Three Months Ended        Three Months Ended
                         29-Sep-02     30-Sep-01    29-Sep-02     30-Sep-01

    Hawker                       9             8            4            20
    Premier I                    3             2          (13)           (1)
    Beechjet (Commercial)        4             4            4             1
    King Air                    16            16           11            13
    1900D Commuter               3             -            -             1
    Pistons                     16            30            5             9
    T-6A                        13            13            -             -
     Total aircraft shipments   64            73           11            43


     Attachment D

     Raytheon Company
     Preliminary Financial Information
     Third Quarter 2002

     (In millions)

     Balance sheets

                                  29-Sep-02       31-Dec-01     30-Sep-01
    Assets
    Cash and cash equivalents          $619          $1,214          $579
    Accounts receivable                 440             480           508
    Contracts in process              3,478           3,204         3,551
    Inventories                       2,128           2,030         2,212
    Deferred federal and
     foreign income taxes               597             669           672
    Prepaid expenses and
     other current assets               151             309           792
    Assets from discontinued
     operations                          83           1,631         1,680
     Total current assets             7,496           9,537         9,994

    Property, plant and
     equipment, net                   2,324           2,196         2,128
    Goodwill, net                    11,170          11,370        11,450
    Other assets, net                 3,524           3,572         3,186
     Total assets                   $24,514         $26,675       $26,758

    Liabilities and Stockholders'
     Equity
    Notes payable and current portion
      of long-term debt                $776          $1,363        $1,722
    Advance payments, less
     contracts in process               781             883           887
    Accounts payable                    803             910           887
    Accrued salaries and wages          747             573           628
    Other accrued expenses            1,178           1,529         1,461
    Liabilities from discontinued
     operations                         383             550           454
     Total current liabilities        4,668           5,808         6,039

    Accrued retiree benefits
     and other long-term liabilities  1,221           1,283         1,082
    Deferred federal and
     foreign income taxes               837             563           592
    Long-term debt                    6,088           6,874         7,622
    Mandatorily redeemable
     equity securities                  858             857           856
    Stockholders' equity             10,842          11,290        10,567
     Total liabilities and
      stockholders' equity          $24,514         $26,675       $26,758


    Debt-to-capital ratio
                                  29-Sep-02       31-Dec-01      30-Sep-01

    Debt                             $6,864          $8,237        $9,344
    Capital                          18,564          20,384        20,767
      Debt-to-capital ratio           37.0%           40.4%         45.0%


     Attachment E

     Raytheon Company
     Preliminary Cash Flow Information
     Third Quarter 2002

     (In millions)

     Cash flow information
                                                       Three Months Ended
                                                   29-Sep-02      30-Sep-01


    Income (loss) from continuing operations            $228         $(280)
    Depreciation                                          77             72
    Amortization                                          15             98
    Working capital                                      107            164
    Capital spending                                     (96)          (105)
    Internal use software spending                       (42)           (28)
    Discontinued operations                             (322)          (244)
    Other                                                112            (34)
     Subtotal - operating cash flow                       79           (357)

    Net activity in financing receivables               (115)           (11)
    Divestitures                                           43             -
    Dividends                                            (81)           (72)
    Issuance of common stock                               62             -
    Other                                                (54)           (38)
     Change in net debt                                 $(66)         $(478)


    Segment operating cash flow information
                                                       Three Months Ended
                                                   29-Sep-02      30-Sep-01


    Electronic Systems                                  $230           $160
    Command, Control, Communication
     and Information Systems                              67              1
    Technical Services                                    27             13
    Commercial Electronics                                17             (9)
    Aircraft                                             (81)          (260)
    Discontinued operations                             (322)          (244)
    Other                                                141            (18)

                                                         $79          $(357)


     News Media Contact:
     David Polk
     781.860.2492

    Investor Relations Contact:
     Timothy Oliver
     781.860.2167




SOURCE Raytheon Company




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    CONTACT:
    News Media, David Polk, +1-781-860-2492; or
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    Raytheon