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Raytheon Co – ‘10-Q’ for 10/26/10 – ‘XML.R15’

On: Thursday, 10/28/10, at 10:37am ET · For: 10/26/10 · Accession #: 1193125-10-239131 · File #: 1-13699

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/28/10  Raytheon Co                       10-Q       10/26/10   88:7.5M                                   Donnelley … Solutions/FA

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    779K 
 2: EX-10.1     Amendment No.1 to Raytheon 2010 Stock Plan          HTML     25K 
 3: EX-10.2     Form of Restricted Stock Agreement                  HTML     37K 
 4: EX-10.3     Form of Restricted Stock Unit Agreement             HTML     39K 
 5: EX-10.4     Form of U.K. Restricted Stock Unit Agreement        HTML     40K 
 6: EX-10.5     Form of Performance Stock Unit Award Agreement      HTML     46K 
 7: EX-10.6     Separation Agreement Between Raytheon Company and   HTML     51K 
                Daniel L. Smith                                                  
 8: EX-15       Pricewaterhousecoopers LLP Awareness Letter         HTML     27K 
 9: EX-31.1     Certification of William H. Swanson, Pursuant to    HTML     32K 
                Section 302                                                      
10: EX-31.2     Certification of David C. Wajsgras, Pursuant to     HTML     32K 
                Section 302                                                      
11: EX-32.1     Certification of William H. Swanson, Pursuant to    HTML     26K 
                Section 906                                                      
12: EX-32.2     Certification of David C. Wajsgras Pursuant to      HTML     26K 
                Section 906                                                      
64: XML         IDEA XML File -- Definitions and References          XML    194K 
78: XML         IDEA XML File -- Filing Summary                      XML    194K 
73: XML.R1      Document and Entity Information                      XML    128K 
74: XML.R2      Consolidated Balance Sheets                          XML    340K 
44: XML.R3      Consolidated Balance Sheets (Parenthetical)          XML     74K 
50: XML.R4      Consolidated Statements of Operations (Unaudited)    XML    423K 
62: XML.R5      Consolidated Statements of Operations (Unaudited)    XML    101K 
                - Amounts Attributable to Raytheon Company Common                
                Stockholders                                                     
60: XML.R6      Consolidated Statements of Cash Flows (Unaudited)    XML    397K 
84: XML.R7      Basis of Presentation                                XML     42K 
29: XML.R8      Inventories                                          XML     45K 
59: XML.R9      Product Warranty                                     XML     52K 
25: XML.R10     Accounting Standards                                 XML     43K 
24: XML.R11     Acquisitions                                         XML     57K 
43: XML.R12     Discontinued Operations                              XML     42K 
67: XML.R13     Fair Value Measurements                              XML     77K 
45: XML.R14     Derivative Financial Instruments                     XML     84K 
47: XML.R15     Commitments and Contingencies                        XML     61K 
55: XML.R16     Stockholders' Equity                                 XML    129K 
88: XML.R17     Pension and Other Employee Benefits                  XML     79K 
40: XML.R18     Income Taxes                                         XML     53K 
19: XML.R19     Business Segment Reporting                           XML    143K 
49: XML.R20     Subsequent Events                                    XML     41K 
66: XML.R21     Inventories (Tables)                                 XML     43K 
34: XML.R22     Product Warranty (Tables)                            XML     51K 
63: XML.R23     Acquisitions (Tables)                                XML     56K 
48: XML.R24     Fair Value Measurements (Tables)                     XML     75K 
83: XML.R25     Derivative Financial Instruments (Tables)            XML    100K 
70: XML.R26     Commitments and Contingencies (Tables)               XML     55K 
51: XML.R27     Stockholders' Equity (Tables)                        XML    159K 
56: XML.R28     Pension and Other Employee Benefits (Tables)         XML     74K 
23: XML.R29     Income Taxes (Tables)                                XML     47K 
27: XML.R30     Business Segment Reporting (Tables)                  XML    161K 
35: XML.R31     Inventories (Detail)                                 XML     73K 
41: XML.R32     Inventories - Additional Information (Detail)        XML     48K 
54: XML.R33     Activity Related to Product Warranty Accruals        XML    103K 
                (Detail)                                                         
69: XML.R34     Accounting Standards - Additional Information        XML    112K 
                (Detail)                                                         
21: XML.R35     Acquisitions - Additional Information (Detail)       XML     66K 
30: XML.R36     Rollforward of Goodwill by Segment (Detail)          XML    171K 
75: XML.R37     Discontinued Operations - Additional Information     XML     75K 
                (Detail)                                                         
82: XML.R38     Fair Value Measurements - Additional Information     XML     65K 
                (Detail)                                                         
52: XML.R39     Assets and Liabilities Measured at Fair Value on a   XML    197K 
                Recurring Basis (Detail)                                         
86: XML.R40     Retained Interest Activity, Discontinued             XML    130K 
                Operations (Detail)                                              
31: XML.R41     Derivative Financial Instruments - Additional        XML     94K 
                Information (Detail)                                             
87: XML.R42     Fair Value of Asset and Liability Derivatives        XML     88K 
                Related to Foreign Currency Forward Contracts                    
                (Detail)                                                         
37: XML.R43     Pretax Gains (Losses) Related to Foreign Currency    XML    127K 
                Forward Contracts Designated as Cash Flow Hedges                 
                (Detail)                                                         
20: XML.R44     Pretax Losses Related to Foreign Currency Forward    XML    104K 
                Contracts Not Designated as Cash Flow Hedges                     
                (Detail)                                                         
36: XML.R45     Notional Amounts of Outstanding Foreign Currency     XML    196K 
                Forward Contracts (Detail)                                       
65: XML.R46     Estimates of Total Remediation Costs, Weighted       XML     74K 
                Average Risk-Free Rate, Total Remediation Costs -                
                Discounted and Recoverable Portion (Detail)                      
81: XML.R47     Stated Values Outstanding (Detail)                   XML     65K 
46: XML.R48     Commitments and Contingencies - Additional           XML    219K 
                Information (Detail)                                             
38: XML.R49     Repurchases of Common Stock Under Share Repurchase   XML     55K 
                Programs (Detail)                                                
53: XML.R50     Stockholders' Equity - Additional Information        XML    717K 
                (Detail)                                                         
22: XML.R51     Changes in Shares of Common Stock Outstanding        XML     67K 
                (Detail)                                                         
57: XML.R52     EPS from Continuing Operations Attributable to       XML    148K 
                Raytheon Company Common Stockholders and Unvested                
                Share-Based Payment Awards (Detail)                              
39: XML.R53     Weighted-Average Shares Outstanding for Basic and    XML    101K 
                Diluted EPS (Detail)                                             
28: XML.R54     Weighted-Average Shares Outstanding for Basic and    XML     62K 
                Diluted EPS (Parenthetical) (Detail)                             
80: XML.R55     Stock Options Included in Calculations of EPS        XML     62K 
                (Detail)                                                         
77: XML.R56     Restricted Stock Activity (Detail)                   XML     67K 
42: XML.R57     Computation of Other Comprehensive Income (Loss)     XML    190K 
                (Detail)                                                         
33: XML.R58     Components of Net Periodic Pension Expense           XML    273K 
                (Detail)                                                         
71: XML.R59     Pension and Other Employee Benefits - Additional     XML    295K 
                Information (Detail)                                             
26: XML.R60     Income Taxes - Additional Information (Detail)       XML    289K 
61: XML.R61     Rollforward of Unrecognized Tax Benefits (Detail)    XML     91K 
58: XML.R62     Segment Operating Performance (Detail)               XML    597K 
76: XML.R63     Components of Operating Income (Detail)              XML    209K 
72: XML.R64     Components of Intersegment Operating Income          XML    316K 
                (Detail)                                                         
85: XML.R65     Components of Identifiable Assets (Detail)           XML    236K 
32: XML.R66     Subsequent Events - Additional Information           XML    145K 
                (Detail)                                                         
79: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    852K 
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‘XML.R15’ — Commitments and Contingencies

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<div> 9. Commitments and Contingencies Environmental Matters - We are involved in various stages of investigation and cleanup related to remediation of various environmental sites. Our estimate of the liability of total environmental remediation costs includes the use of a discount rate and considers that a portion of these costs is eligible for future recovery through the pricing of our products and services to the U.S. Government. We consider such recovery probable based on government contracting regulations and our long history of receiving reimbursement for such costs and accordingly have recorded the estimated future recovery of these costs from the U.S. Government within contracts in process. Our estimates of total remediation costs, weighted average risk-free rate, total remediation costs -discounted and recoverable portion were as follows: <table border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr> <td width="82%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td></td> </tr> <tr> <td valign="bottom" nowrap="nowrap"> (In millions, except percentages) </td> <td valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="bottom" colspan="2" align="center">Sept. 26, 2010</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="bottom" colspan="2" align="center">Dec. 31, 2009</td> <td valign="bottom"> </td> </tr> <tr bgcolor="#CCEEFF"> <td valign="top"> Total remediation costs - undiscounted </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">234</td> <td valign="bottom" nowrap="nowrap"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">208</td> <td valign="bottom" nowrap="nowrap"> </td> </tr> <tr> <td valign="top"> Weighted average risk-free rate </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.6</td> <td valign="bottom" nowrap="nowrap">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.7</td> <td valign="bottom" nowrap="nowrap">% </td> </tr> <tr bgcolor="#CCEEFF"> <td valign="top"> Total remediation costs - discounted </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">161</td> <td valign="bottom" nowrap="nowrap"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">139</td> <td valign="bottom" nowrap="nowrap"> </td> </tr> <tr> <td valign="top"> Recoverable portion </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">115</td> <td valign="bottom" nowrap="nowrap"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">97</td> <td valign="bottom" nowrap="nowrap"> </td> </tr> </table> We also lease certain government-owned properties and are generally not liable for remediation of preexisting environmental contamination at these sites; as a result, we generally do not reflect the provision for these costs in our financial statements. Due to the complexity of environmental laws and regulations, the varying costs and effectiveness of alternative cleanup methods and technologies, the uncertainty of insurance coverage and the unresolved extent of our responsibility, it is difficult to determine the ultimate outcome of these matters; however, we do not expect any additional liability to have a material adverse effect on our financial position, results of operations or liquidity. Financing Arrangements and Other - We issue guarantees and banks and surety companies issue, on our behalf, letters of credit and surety bonds to meet various bid, performance, warranty, retention and advance payment obligations of us or our affiliates. These instruments expire on various dates through 2020. Additional guarantees of project performance for which there is no stated value also remain outstanding. The stated values outstanding at September 26, 2010 and December 31, 2009 were as follows: <table border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr> <td width="82%"></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> <td valign="bottom" width="7%"></td> <td></td> <td></td> </tr> <tr> <td valign="bottom" nowrap="nowrap"> (In millions) </td> <td valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="bottom" colspan="2" align="center">Sept. 26, 2010</td> <td valign="bottom"> </td> <td style="BORDER-BOTTOM: #000000 1px solid" valign="bottom" colspan="2" align="center">Dec. 31, 2009</td> </tr> <tr bgcolor="#CCEEFF"> <td valign="top"> Guarantees </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">280</td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">227</td> </tr> <tr> <td valign="top"> Letters of Credit </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">937</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">898</td> </tr> <tr bgcolor="#CCEEFF"> <td valign="top"> Surety Bonds </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">199</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">203</td> </tr> </table> Included in guarantees and letters of credit described above were $133 million and $247 million, respectively, at September 26, 2010, and $80 million and $206 million, respectively, at December 31, 2009, related to our joint venture in Thales-Raytheon Systems Co. Ltd. (TRS). We provide these guarantees and letters of credit to TRS and other affiliates to assist these entities in obtaining financing on more favorable terms, making bids on contracts and performing their contractual obligations. While we expect these entities to satisfy their loans, project performance and other contractual obligations, their failure to do so may result in a future obligation to us. At September 26, 2010 and December 31, 2009, we had an estimated liability of $9 million and $6 million, respectively, related to these guarantees and letters of credit. We periodically evaluate the risk of TRS and other affiliates failing to satisfy their loans, project performance and meet other contractual obligations described above. At September 26, 2010, we believe the risk that TRS and other affiliates will not be able to perform or meet their obligations is minimal for the foreseeable future based on their current financial condition. All obligations were current at September 26, 2010. Our residual turbo-prop commuter aircraft portfolio has exposure to outstanding financing arrangements with the aircraft serving as collateral. We have sold and leased commuter aircraft globally to thinly capitalized companies, whose financial condition could be significantly affected by a number of factors, including fuel and other costs, industry consolidation, declining commercial aviation market conditions and the U.S. Government budget for the Essential Air Service program. Based on recent economic trends, including tightening credit markets and volatile fuel costs, these companies may increasingly experience difficulties meeting their financial commitments. At September 26, 2010 and December 31, 2009, our exposure on commuter aircraft assets held as inventory, collateral on notes or as leased assets, was approximately $75 million relating to 80 aircraft and approximately $109 million relating to 106 aircraft, respectively. The carrying value of our commuter aircraft portfolio assumes an orderly disposition of these assets, consistent with our historical experience and strategy. The tightening of credit markets and economic conditions have reduced the number of potential buyers who are able to obtain financing and have negatively impacted the ability of existing customers to refinance their aircraft through a third party. If the long-term market prospects for these aircraft were to significantly erode or cease, our valuation of these assets would likely be less than the carrying value. We periodically evaluate potential alternative strategies for the disposal of these assets. If we were to dispose of these assets in an other than orderly manner or sell the portfolio in its entirety, the value realized would likely be less than the carrying value. In 1997, we provided a first loss guarantee of $133 million on $1.3 billion of U.S. Export-Import Bank loans (maturing in 2015) to the Brazilian Government related to Network Centric Systems’ System for the Vigilance of the Amazon (SIVAM) program. Loan repayments by the Brazilian Government were current at September 26, 2010. Government contractors are subject to many levels of audit and investigation. Agencies that oversee contract performance include: the Defense Contract Audit Agency, the Inspector General of the Department of Defense and other departments and agencies, the Government Accountability Office, the Department of Justice and Congressional Committees. The Department of Justice has, from time to time, convened grand juries to investigate possible irregularities by us. We also provide products and services to customers outside of the U.S. and those sales are subject to local government laws, regulations and procurement policies and practices. Our compliance with such local government regulations or any applicable U.S. Government regulations (e.g., the Foreign Corrupt Practices Act and the International Traffic in Arms Regulations) may also be investigated or audited. We do not expect these audits and investigations to have a material adverse effect on our financial position, results of operations or liquidity, either individually or in the aggregate. We are currently conducting a self-initiated internal review of certain of our international operations, focusing on compliance with the Foreign Corrupt Practices Act. In the course of the review, we have identified several possible areas of concern relating to payments made in connection with certain international operations related to a jurisdiction where we do business. We have voluntarily contacted the SEC and the Department of Justice to advise both agencies that an internal review is underway. Because the internal review is ongoing, we cannot predict the ultimate consequences of the review. Based on the information available to date, we do not believe that the results of this review will have a material adverse effect on our financial position, results of operations or liquidity. In May 2006, international arbitration hearings commenced against us as the successor to the Hughes Electronics defense business, in connection with certain claims brought in 2004 relating to an alleged 1995 Workshare Agreement. The asserted claims involve breach of contract, intellectual property infringement and other related matters. The arbitration panel stayed further proceedings, including the issuance of the liability decision on the non-IP claims presented during the May 2006 hearing, while the parties engaged in settlement efforts. The parties were unable to conclude an enforceable settlement, and in August 2009, the panel released its liability decision, rejecting some of MBDA’s non-IP claims, while finding Raytheon liable for some other non-IP claims. We did not record any significant additional financial liability as a result of our estimate of the impact of the decision. The proceedings will now resume to determine liability for the asserted IP claims and to assess overall damages, if any. We believe that we have meritorious defenses to the remaining asserted IP claims and intend to continue to contest them vigorously; however, an adverse resolution of this matter could have a material effect on our results of operations. On July 22, 2010, Raytheon Systems Limited (“RSL”) was notified by the UK Border Agency that it had been terminated for cause on a program. The termination notice included allegations that RSL had failed to perform on certain key milestones and other matters in addition to claims to recover certain losses incurred and previous payments made to RSL. We believe that RSL performed well and delivered substantial capabilities to the UK Border Agency under the program, which has been operating successfully and providing actionable information since live operations began in May 2009. On July 29, 2010, RSL filed a dispute notice on the grounds that the termination by the UK Border Agency was not valid. On August 18, 2010, the UK Border Agency initiated arbitration proceedings on this issue. The parties are in the process of selecting the arbitration panel for this case. We intend to pursue vigorously the collection of receivables for the program and damages in connection with the termination and defend ourselves against the UK Border Agency’s claims for losses and previous payments. Under the accounting requirements for subsequent events, we determined that the accounting impact of the termination notice was required to be reflected in our results for the period ended June 27, 2010. As a result, we adjusted our estimated amount of revenue and costs under the program in the period ended June 27, 2010. The adjustment was based on our determination that certain assets were no longer expected to be recovered and for estimated costs for certain exit cost obligations under the contract and the estimated settlement of expected future subcontractor claims. The impact of the adjustment reduced Intelligence and Information Systems’ total net sales and operating income by $316 million and $395 million in the nine months ended September 26, 2010, respectively. At September 26, 2010, we had approximately $80 million in letters of credit and approximately $40 million of receivables and other assets remaining under the program for technology and services delivered, which we believe, are probable of recovery in litigation or arbitration. No amounts have been drawn down on the letters of credit. We currently do not believe it is probable that we are liable for losses, previous payments or other claims asserted by the UK Border Agency. It is reasonably possible that the ultimate amount of any resolution of the termination could be less or greater than our estimate due to the inherent uncertainties in litigation or arbitration. If we are unsuccessful in recovering amounts drawn on the letters of credit, fail to collect the receivable balance, are required to make payments against claims or other losses asserted by the UK Border Agency or pay subcontractor claims in excess of our estimates, it could have a material adverse effect on our results of operations. In addition, various other claims and legal proceedings generally incidental to the normal course of business are pending or threatened against us. We do not expect any additional liability from these proceedings to have a material adverse effect on our financial position, results of operations or liquidity. </div>

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Filing Submission 0001193125-10-239131 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Raytheon Co – ‘10-Q’ for 10/26/10 – ‘XML.R15’

On: Thursday, 10/28/10, at 10:37am ET · For: 10/26/10 · Accession #: 1193125-10-239131 · File #: 1-13699

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Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘XML.R15’ — Commitments and Contingencies

This Financial Report is an XBRL XML File.

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents