1
EXHIBIT 99.1
Raytheon Savings and Investment Plan
Financial Statements
to Accompany 1999 Form 5500
Annual Report of Employee Benefit Plan
Under ERISA of 1974
For the Year Ended December 31, 1999
The supplemental schedules to the Plan's Form 5500 are not required since the
Plan's assets are held in a Master Trust. Accordingly, the Plan administrator
must file detailed financial information, including the supplemental schedules,
separately with the Department of Labor.
2
Report of Independent Accountants
To the Participants and Administrator of
The Raytheon Savings and Investment Plan:
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Raytheon Savings and Investment Plan (the "Plan") at
December 31, 1999 and December 31, 1998, and the changes in net assets available
for plan benefits for the year ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
As discussed in Notes A and J to the financial statements, the Plan was amended
to merge and consolidate the Plan into the Raytheon Savings and Investment Plan.
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 16, 2000
3
Statements of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
1999 1998
Assets:
Master trust investments:
At contract value (Notes B, E and L)
Investment contracts $1,365,686,304 $ 776,630,273
Common collective trust 24,541,396 15,198,859
At fair value (Notes B and L)
Registered investment companies 3,418,046,502 1,144,209,772
Common collective trust 897,408,197 519,296,605
Raytheon Company common stock 767,489,840 356,701,412
Common stock 279,907,944 -
Participant loans 224,811,843 127,374,239
-------------- --------------
6,977,892,026 2,939,411,160
-------------- --------------
Receivables:
Employer contributions 456,290 -
Accrued investment income and
other receivables 9,328,981 3,214,568
Transfer receivable (Note J) 558,535,238 3,824,865,272
Cash and cash equivalents 108,497,715 80,249,335
-------------- --------------
Total assets $7,654,710,250 $6,847,740,335
-------------- --------------
Liabilities:
Payable for outstanding purchases $ 3,078,603 $ 861,953
Accrued expenses and other payables 1,903,254 1,415,440
-------------- --------------
Total liabilities 4,981,857 2,277,393
-------------- --------------
Net assets available for plan benefits $7,649,728,393 $6,845,462,942
============== ==============
The accompanying notes are an integral part of these financial statements.
4
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
Additions to net assets attributable to:
Investment income (Notes B, E and L):
Net depreciation of investments $ (9,180,290)
Interest & dividends 422,485,598
--------------
413,305,308
Contributions and deferrals:
Employee deferrals 482,571,192
Employee contributions 198,879,528
Transfers and Plan Merger (Notes I and J) 551,555,179
--------------
1,233,005,899
Total additions 1,646,311,207
--------------
Deductions from net assets attributable to:
Distributions to participants 567,128,708
Administrative expenses 311,073
Transfers (Note J) 274,605,975
--------------
Total deductions 842,045,756
--------------
Increase in net assets 804,265,451
Net assets, beginning of year 6,845,462,942
--------------
Net assets, end of year $7,649,728,393
==============
The accompanying notes are an integral part of these financial statements.
5
Notes to Financial Statements
A. Description of Plan
General
The following description of the Raytheon Savings and Investment Plan (the
"Plan"), provides only general information. Participants should refer to the
plan document for a complete description of the Plan's provisions. As more fully
described in Note J, effective January 1, 2000 the participants and related
account balances of the Raytheon Employee Savings and Investment Plan (RESIP)
were merged into the Plan. Also as more fully described in Note J, effective
January 1, 1999, the participants and related account balances of several
defined contribution plans (collectively referred to as "Prior Plans") were
merged into the Plan.
The Plan is a defined contribution plan covering the majority of employees of
Raytheon Company (the "Company"). To participate in the Plan, eligible employees
must have three months of service and may enter the Plan only on the first day
of each month. Effective January 1, 1999, eligible employees may join the Plan
immediately, including employees from prior plans. The purpose of the Plan is to
provide participants with a tax-effective means of meeting both short and
long-term investment objectives. The Plan is intended to be a "qualified cash or
deferred arrangement" under the Internal Revenue Code (the "Code"). In addition,
effective January 1, 1999, the merger of the Raytheon Stock Ownership Plan
("prior ESOP plan") creates an additional employee stock ownership portion
(ESOP) of the Plan. The ESOP is intended to be an employee stock ownership
arrangement in compliance with all of the related requirements for a qualified
stock bonus plan as defined in the Code. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan's investments are held in the Raytheon Company Master Trust for Defined
Contribution Plans (the "Master Trust") with the assets of other defined
contribution plans of the Company. The trustee of the Master Trust maintains a
separate account reflecting the equitable share in the Master Trust of each
plan.
Investment income and administrative expenses relating to the Master Trust are
allocated to the individual plan based upon average monthly balances invested by
each plan.
Contributions and Deferrals
Effective January 1, 1999, employees are allowed to defer up to 20% of
their compensation to the Plan, except for certain employees from Prior Plans
who are limited to 17%. Employee contributions, including rollovers, and company
contributions are invested based on participant elections. For 1999, the annual
employee deferral for a participant cannot exceed $10,000. The Company will
match contribution amounts equal to 100% of each participant's deferral, up to a
maximum of 4% of compensation. The Company match shall be made to the Raytheon
Common Stock Fund and must be held in that fund until the beginning of the fifth
plan year following the plan year for which the contribution was made. The
Company will also make an ESOP contribution equal to one-half of one percent of
the participant's compensation. The ESOP portion of the Plan provides for
investment, primarily in Raytheon Company Class B common stock; however, as
required by the Code, the Plan permits limited diversification after a
participant attains age 55 or completes 10 years of plan participation
(including participation in the prior ESOP plans).
6
Effective January 1, 2000 the Plan is amended to include the former RESIP
provisions for union groups formerly covered by that plan. Certain union groups
have different deferral limitations ranging from 10% to 20%, depending upon
division. In addition, for certain union employees at Raytheon Company and
Raytheon Aircraft Company, the Company will match up to 4% of compensation. The
Company match is participant directed at certain divisions. At divisions where
the Company match is not participant directed, the match shall be made to the
Raytheon Common Stock Fund and must be held in that fund until the beginning of
the fifth plan year following the plan year for which the contribution was made.
For certain divisions, the Company will also make qualified non-elective
contributions (QNECs), employer contributions based on hours of service or
percent of pay and/or ESOP contributions. Where applicable, ESOP contributions
are as described in the previous paragraph.
Participants may invest their deferrals in increments of 1% in any combination
of fourteen funds. The investment objectives of the funds range from
conservative investments with an emphasis on preservation of capital to equity
investments with an emphasis on capital gains. The underlying assets that make
up the funds include cash and equivalents, investment contracts, registered
investment companies, common collective trusts, common stock and Raytheon
Company stock.
Participant Accounts
Each participant's account is credited with the participant's deferral, the
Company's contribution and an allocation of plan earnings. Plan earnings are
allocated based on account balances by fund. Participant's accounts are debited
with an allocation of Plan expenses.
Vesting
Effective January 1, 1999, all employee and employer contributions and earnings
thereon are fully and immediately 100% vested for each participant who performs
an hour of service on or after January 1, 1999.
Prior to 1999, participants were immediately vested in their voluntary deferrals
plus actual earnings thereon. Vesting requirements for employer contributions
plus earnings thereon varied depending upon when an employee became eligible to
participate in the Plan. Vesting generally occurred upon completion of five
years of service or upon three years of Plan participation or upon retirement,
death, disability, or attainment of normal retirement age. Forfeitures of the
non-vested portions of terminated participants' accounts are used to reduce
required contributions of the Company. During 1999, the total amount of
forfeitures from the Plan was $1,083,814.
Distributions to Participants
A participant may withdraw all or a portion of deferrals, employer contributions
and related earnings upon attainment of age 59 1/2. For reasons of financial
hardship, as defined in the Plan document, a participant may withdraw all or a
portion of deferrals. On termination of employment, a participant will receive a
lump-sum distribution unless the vested account is valued in excess of $5,000,
and the participant elects to defer distribution. A retiree or a beneficiary of
a deceased participant may defer the distribution until January of the year
following attainment of age 65.
7
Loans to Participants
A participant may borrow against a portion of the balance in the participant's
account, subject to certain restrictions. The maximum amount of a loan is the
lesser of one-half of the participant's account balance or $50,000. The minimum
loan, which may be granted, is $500. The interest rate applied is equal to the
prime rate published in the Wall Street Journal on the first business day in
June and December of each year. Loans must be repaid over a period of up to five
years by means of payroll deductions. In certain cases, the repayment period may
be extended up to 15 years. Interest paid to the Plan on loans to participants
is credited to the borrower's account in the investment fund to which repayments
are made.
Administrative Expenses
The Plan participants pay substantially all expenses of administering the Plan.
B. Summary of Significant Accounting Policies
The accompanying financial statements are prepared on the accrual basis of
accounting. The provisions of AICPA Statement of Position 99-3 were adopted in
1999 and prior period financial statements and disclosures have been
reclassified where appropriate.
The Plan's investment contracts are fully benefit-responsive and are therefore
included in the financial statements at their contract value, defined as net
employee contributions plus interest earned on the underlying investments at
contracted rates. Because the investment contracts are fully benefit-responsive,
contract values approximate fair value. Investments in registered investment
companies and the common collective trust are valued at the closing net asset
value reported on the last business day of the year. Investments in securities
(common stocks) traded on a national securities exchange are valued at the last
reported sales price on the last business day of the year. Cash equivalents are
short-term money market instruments and are valued at cost, which approximates
fair value.
Security transactions are recorded on the trade date. Except for its investment
contracts (Note E), the Plan's investments are held by bank-administered trust
funds. Payable for outstanding security transactions represents trades, which
have occurred but have not yet settled.
The Plan presents in the statement of changes in net assets the net appreciation
(depreciation) in the fair value of its investments, which consists of the
realized gains or losses and the unrealized appreciation (depreciation) on those
investments.
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded as earned on an accrual basis. Investment income
includes both dividends and interest income.
Benefits are recorded when paid.
8
The preparation of the financial statements, in conformity with generally
accepted accounting principles, requires the Plan administrator to make
significant estimates and assumptions that affect the reported amounts of net
assets and liabilities available for benefits at the date of the financial
statements and the changes in net assets available for benefits during the
reporting period and, when applicable, disclosures of contingent assets and
liabilities at the date of the financial statements. Actual results could differ
from the estimates included in the financial statements.
The Plan provides for various investment options in any combination of stocks,
bonds, fixed income securities, mutual funds and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit risk. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account balances
and the amounts reported in the statement of net assets available for plan
benefits and the statement of changes in net assets available for plan benefits.
C. Investments
The following presents investments that represent 5 percent or more of the
Plan's net assets:
December 31,
1999 1998
Fidelity Equity Income fund $1,130,114,968 $691,209,765
Raytheon Common Stock fund** 767,489,840 356,701,412
BT Pyramid Equity Index fund 897,408,197 519,296,605
Fidelity Magellan fund 681,632,410 *
Fidelity Blue Chip fund 575,996,214 *
Fidelity Balanced fund 417,684,330 *
Deutsche Bank AG 477,990,216 N/A
Metropolitan Life Insurance Company N/A 350,379,445
(GA-12908)
* Investments were less than 5 percent of the Plan's net assets
** Amount is made up of both participant and non-participant directed monies.
During the year ended December 31, 1999 the Plan's investments
experienced a net depreciation as follows:
Registered investment companies $133,664,027
Common collective trusts 166,058,412
Raytheon Company common stock (498,666,117)
Common stock 189,763,388
------------
$ (9,180,290)
============
9
D. Nonparticipant-Directed Investments
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
December 31,
1999 1998
Net assets:
Raytheon Company common stock $177,372,404 $195,766,072
Cash and cash equivalents 8,724,595 2,694,219
------------ ------------
$186,096,999 $198,460,291
============ ============
December 31,
1999
Changes in net assets:
Contributions $ 185,452,568
Interest and dividends 179,559
Net depreciation of investments (167,924,345)
Distributions to participants (18,433,541)
Administrative expenses (107,248)
Net fund transfers (11,530,285)
--------------
$ (12,363,292)
--------------
E. Investment Contracts
The Plan invests in collateralized fixed income investment portfolios,
which are managed by insurance companies and investment management firms. The
credited interest rates are adjusted semiannually to reflect the experienced and
anticipated yields to be earned on such investments, based on their book value.
The annualized average yield and credited interest rates were as follows:
Annualized
average interest
yield rate
For the year ended December 31, 1999:
Chase Manhattan Bank (429666) 5.69% 5.69%
Deutsche Bank AG (FID-RAY-1) 5.59% 5.59%
Fidelity IPL (633-GCDC) 5.75% 5.76%
Fidelity STIF 5.22% 5.74%
State Street Bank and Trust (99054) 5.70% 5.70%
Westdeutsche Landesbank (WLB6173) 5.69% 5.69%
For the year ended December 31, 1998:
Banker's Trust (WBS 92-485) 6.85% 6.85%
Metropolitan Life Insurance Company (GIC GA-12908) 6.58% 6.58%
Metropolitan Life Insurance Company (GIC GA-13269) 6.10% 6.10%
Prudential Asset Management Company (GIC 917163-001) 6.75% 6.75%
Connecticut General (GIC 0025174) 5.58% 5.58%
Fidelity IPL (633-GCDC) 5.62% 5.62%
Monumental Life Insurance Company (GIC BDA00463FR-00) 7.84% 7.84%
The contract values are subject to limitations in certain situations including
large workforce reductions and plan termination.
10
F. Federal Income Tax Status
The Internal Revenue Service has determined and informed the Company by letter
dated July 1995 that the Plan and related trust are designed in accordance with
applicable sections of the Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's legal
counsel believe that the Plan is currently designed and being operated in
compliance with applicable requirements of the Code.
G. Plan Termination
Although it has not expressed any intention to do so, the Company reserves the
right under the Plan at any time or times to discontinue its contributions and
to terminate the Plan subject to the provisions of ERISA. In the event of plan
termination, after payment of all expenses and proportional adjustment of
accounts to reflect such expenses, fund losses or profits, and reallocations,
each participant shall be entitled to receive any amounts then credited to his
or her account.
H. Related Party Transactions
The Plan's trustee is Fidelity Management Trust Company (the "Trustee"). The
Trustee holds the funds for the Plan and is responsible for managing the Plan's
investment assets, executing all investment transactions, recording approved
transactions, and, therefore these transactions qualify as party-in-interest.
In accordance with the provisions of the Plan, the Trustee acts as the Plan's
agent for purchases and sales of shares of Raytheon Company common stock. These
transactions are performed on a Master Trust level. For the Master Trust,
purchases amounted to $721,986,347 and sales amounted to $204,780,412 for the
year ended December 31, 1999.
I. Transfers
Transfers include transfers of participant accounts, individually and/or
in-groups, between the Plan and all other plans included in the Master Trust for
those participants and/or groups of participants who changed plans during the
year. Transfers also include transfers of participant accounts, individually
and/or in-groups, between the Plan and similar savings plans of other companies
for those participants who changed companies during the year.
J. Transfer Receivables
In a continuing effort to improve administrative efficiencies, the Plan was
amended and effective January 1, 2000 the RESIP was merged into and consolidated
with the Plan. The RESIP ceased to exist as a separate plan after December 31,
1999 and effective January 1, 2000 the provisions of the Plan were modified to
incorporate the RESIP provisions related to prior RESIP eligible and certain
union employees. As of December 31, 1999 the transfer receivable from the RESIP
merger to the Plan is $558,535,238.
11
As part of an overall effort to minimize plan design differences and increase
administrative efficiencies, the Board of Directors of Raytheon Company voted on
December 16, 1998 to merge the participants and their account balances from
several Prior Plans into the Plan. The Prior Plans ceased to exist on December
31, 1998 and effective January 1, 1999 the plan provisions of the Plan govern.
The transfer receivable by Prior Plans as of December 31, 1998 consisted of:
Raytheon Salaried Savings and Investment Plan (10011) $2,188,796,696
E-Systems, Inc. Employee Savings Plan 744,493,356
Raytheon TI Systems Savings Plan 255,787,439
Raytheon Savings and Investment Plan
for Specified Hourly Payroll Employees 233,308,197
Raytheon Stock Ownership Plan 219,416,215
Raytheon STX Corporation 401(k) Retirement Plan 89,317,908
Raytheon California Hourly Savings and Investment Plan 59,818,911
(10012)
Raytheon Stock Ownership Plan
for Specified Hourly Payroll Employees 29,965,013
Standard Missile 401(k) Plan 3,961,537
--------------
Total $3,824,865,272
==============
Subsequent to December 31, 1998, the Plan and RESIP were further amended with
respect to the transfer amounts related to certain Prior Plans covering hourly
payroll employees. The amounts shown above for the Raytheon Savings and
Investment Plan for Specified Hourly Payroll Employees and the Raytheon Stock
Ownership Plan for Specified Hourly Payroll Employees were decreased to reflect
a complete transfer of those specific plans into RESIP. Additionally, certain
unions from the E-Systems, Inc. Employee Savings Plan were also merged into
RESIP. These changes resulted in a reduction in the net transfer to the Plan as
of December 31, 1998 of $274,605,975. This amount is reflected in the 1999
transfer activity.
K. Subsequent Event
On April 14, 2000, the Company signed a definitive agreement with
Morrison Knudsen to sell all of the stock of Raytheon Engineers & Constructors,
Inc. and several subsidiaries. Employees of Raytheon Engineers & Constructors,
Inc. enrolled in the Plan will consequently be treated as vested terminated
employees effective on the closing date of the transaction.
12
L. Master Trust
The following is a summary of net assets available for plan benefits by Plan
under the Master Trust as of December 31, 1999:
Raytheon Raytheon Raytheon
Raytheon Employee Savings and Defined
Savings and Savings and Investment Plan Contribution
Investment Investment for Puerto Rico Master
Plan Plan Based Employees Trust
Assets:
Master trust investments:
At contract value:
Investment contracts $1,365,686,304 $152,581,183 $ 200,776 $1,518,468,263
Common collective trust 24,541,396 2,741,885 3,608 27,286,889
At fair value:
Registered investment 3,418,046,502 189,241,065 744,624 3,608,032,191
companies
Common collective trust 897,408,197 62,574,915 233,408 960,216,520
Raytheon Company 767,489,840 85,131,829 302,334 852,924,003
common stock
Common stock 279,907,944 7,967,256 - 287,875,200
Participant loans 224,811,843 44,414,163 126,313 269,352,319
-------------- ------------ ---------- --------------
Total investments 6,977,892,026 544,652,296 1,611,063 7,524,155,385
-------------- ------------ ---------- --------------
Cash and cash equivalents 108,497,715 9,876,650 28,117 118,402,482
Receivables:
Employer contributions 456,290 3,556,816 - 4,013,106
Accrued investment income
& other receivables 9,328,981 947,795 3,349 10,280,125
Transfer receivable* 558,535,238 - - 558,535,238
-------------- ------------- ---------- --------------
Total assets $7,654,710,250 $ 559,033,557 $1,642,529 $8,215,386,336
-------------- ------------- ---------- --------------
Liabilities:
Payable for outstanding $ 3,078,603 $ 356,829 $ 1,287 $ 3,436,719
purchases
Accrued expenses and 1,903,254 141,490 513 2,045,257
other payables
Transfer payable* - 558,535,238 - 558,535,238
-------------- ------------- ---------- --------------
Total liabilities $ 4,981,857 $ 559,033,557 $ 1,800 $ 564,017,214
-------------- ------------- ---------- --------------
Net assets available for $7,649,728,393 $ - $1,640,729 $7,651,369,122
plan benefits ============== ============= ========== ==============
Percentage of total trust 99.98% 0.00% 0.02% 100.00%
assets
* See Note J
13
The following is a summary of net assets available for plan benefits by Plan
under the Master Trust as of December 31, 1998:
Raytheon Raytheon Raytheon
Raytheon Employee Savings and Defined
Savings and Savings and Investment Plan Other Prior Contribution
Investment Investment for Puerto Rico Plans Merged Master
Plan Plan Based Employees 12/31/98 Trust
Assets:
Master trust investments:
At contract value:
Investment contracts $ 776,630,273 $ 20,713,337 $ 87,670 $ 521,071,601 $ 1,318,502,881
Common collective trust 15,198,859 405,365 1,716 10,197,509 25,803,449
At fair value:
Registered investment
companies 1,144,209,772 31,699,672 575,071 1,522,564,673 2,699,049,188
Common collective trust 519,296,605 10,496,295 241,676 215,568,215 745,602,791
Raytheon Company
common stock 356,701,412 8,925,215 321,152 549,724,121 915,671,900
Common stock - - - 172,859,819 172,859,819
Participant loans 127,374,239 6,229,708 37,300 117,046,618 250,687,865
-------------- ------------- ---------- -------------- ---------------
Total investments 2,939,411,160 78,469,592 1,264,585 3,109,032,556 6,128,177,893
-------------- ------------- ---------- -------------- ---------------
Cash and cash equivalents 80,249,335 2,117,237 13,742 64,877,770 147,258,084
Receivables:
Employer contributions - - - 3,595,261 3,595,261
Accrued investment income 3,214,568 75,163 2,417 4,247,441 7,539,589
and other receivables
Transfer receivable* 3,824,865,272 210,313,280 - - 4,035,178,552
-------------- ------------- ---------- -------------- ---------------
Total assets $6,847,740,335 $ 290,975,272 $1,280,744 $3,181,753,028 $10,321,749,379
-------------- ------------- ---------- -------------- ---------------
Liabilities:
Payable for $ 861,953 $ 21,566 $ 776 $ 1,047,830 $ 1,932,125
outstanding purchases
Accrued expenses and
other payables 1,415,440 32,586 1,019 1,353,322 2,802,367
Transfer payable* - - - 3,179,351,876 3,179,351,876
-------------- ------------ ---------- -------------- ---------------
Total liabilities $ 2,277,393 $ 54,152 $ 1,795 $3,181,753,028 $ 3,184,086,368
-------------- ------------ ---------- -------------- ---------------
Net assets available for $6,845,462,942 $290,921,120 $1,278,949 $ - $ 7,137,663,011
plan benefits ============== ============ ========== ============== ===============
Percentage of total trust assets 95.91% 4.07% 0.02% 0.00% 100.00%
* See Note J
14
The following is a summary of investment income by Plan under the
Master Trust for the year ended December 31, 1999.
Raytheon
Savings and
Raytheon Investment Raytheon
Raytheon Employee Plan for Defined
Savings and Savings and Puerto Rico Contribution
Investment Investment Based Master
Plan Plan Employees Trust
Investment income:
Interest and dividends $ 422,485,598 $ 30,193,248 $ 96,208 $ 452,775,054
Net appreciation/(depreciation):
Registered investment companies 133,664,027 7,294,448 43,969 141,002,444
Common collective trusts 166,058,412 11,577,692 46,175 177,682,279
Raytheon Company common stock (498,666,117) (63,984,845) (240,144) (562,891,106)
Common stock 189,763,388 6,009,679 - 195,773,067
------------- ------------ --------- -------------
(9,180,290) (39,103,026) (150,000) (48,433,316)
------------- ------------ --------- -------------
Total investment income/(loss) $ 413,305,308 $ (8,909,778) $ (53,792) $ 404,341,738
============= ============ ========= =============