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 28, 2002
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
Item 5. Other Events.
On March 11, 2002, Raytheon Company (the "Company") completed the sale
of its Aircraft Integration Systems business (AIS).
Included under Item 7 of this Report on Form 8-K is financial
information, including consolidated Financial Statements at December 31, 2001
and 2000, and for the years ended December 31, 2001, 2000, and 1999, reflecting
AIS as discontinued operations in accordance with Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. The consolidated financial statements included in this Form
8-K are now the historical financial statements of the Company and supercede the
historical financial statements included in the Company's Annual Report on Form
10-K for the year ended December 31, 2001 filed on March 19, 2002.
This Form 8-K is filed with respect to the Company's year ended December
31, 2001. No attempt has been made in this Form 8-K to update disclosures for
events subsequent to the initial filing date of March 19, 2002.
This Form 8-K should be read in conjunction with the Company's other
public filings with the Securities and Exchange Commission, including the
Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002
filed on April 24, 2002.
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS No. 142), which requires that goodwill amortization be discontinued and
replaced with periodic tests of impairment. SFAS No. 142 became effective on
January 1, 2002, accordingly, the Company is no longer amortizing goodwill.
Reported income from continuing operations and basic and diluted earnings per
share from continuing operations and reported net income (loss) and basic and
diluted earnings (loss) per share for the years ended December 31, 2001, 2000,
and 1999 have been adjusted in Note A, Accounting Policies, to exclude goodwill
amortization in accordance with SFAS No. 142.
Item 7. Financial Statements Pro Forma Financial Information and Exhibits
(a) Financial Statements: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit No. Item
23 Consent of PricewaterhouseCoopers LLP
99 Five-Year Statistical Summary
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Consolidated Balance Sheets at December 31, 2001 and 2000
Consolidated Statements of Income for the Years Ended December 31,
2001, 2000, and 1999
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2001, 2000, and 1999
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000, and 1999
Notes to Consolidated Financial Statements
Report of Independent Accountants
SIGNATURE
Pursuant to the requirements of Section 12 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 28, 2002
RAYTHEON COMPANY
By: /s/ Edward S. Pliner
Name: Edward S. Pliner
Title: Vice President and
Corporate Controller
EXHIBIT INDEX
Exhibit No. Item
23 Consent of PricewaterhouseCoopers LLP
99 Five-Year Statistical Summary
Management's Discussion and Analysis of Financial Condition and
Results of Operations
Consolidated Balance Sheets at December 31, 2001 and 2000
Consolidated Statements of Income for the Years Ended December 31,
2001, 2000, and 1999
Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 2001, 2000, and 1999
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000, and 1999
Notes to Consolidated Financial Statements
Report of Independent Accountants