Free Declaration - District Court of Federal Claims - federal

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 1 of 23

Appe dix

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 2 of 23

3Jn

~nite~ ~tatez ~aurt af :ffe~eraI
BID PROTEST No. 06-396G (Judge Williams) L-3 COblM].INICATIONS INTEGRATED SYSTEMS L.P., Plaintiff,
V,

Tt]~ UNITED STATES, Defendant, and LOCI~tEED MARTIN AERONAUTICS COMPANY, Intervenor. AFFIDAVIT OF W. LEE ESTES Before me, the undersigned authority, on this day personally appeared W. Lee Estes who, being by me duly sworn, did state as follows: My name is W. Lee Estes. I am over 21 years of age and competent to give this affidavit. 2.

This Affidavit is given in response to the Court's July 8, 2008 Order Directing

Supplementation of the Record, and to attest that the aircraft integration systems ("AIS") business operations of Raytheon Company ("Raytheon") submitted Raytheon's proposal for the C-5 AMP procurement in July 1998 and incurred the associated bid and proposal costs. 3. I am the Acting General Counsel and Vice President, Contracts of L-3

Communications Integrated Systems L.P. a subsidiary of L-3 Communications Corporation ("L-

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 3 of 23

3") located at 7500 Maehr Road, Waeo, Texas 76705. I have been employed at this aircraft modification and integration facility adjacent to the TSTC Waeo Airport from 1992 to 2000 and from 2002 to the present, during which time the facility has been owned and operated successively by Chrysler Technologies Airborne Systems, Inc., Raytheon E-Systems, Inc., Raytheon Systems Company, and L-3. 4. The AIS business operations in Waco, Texas involve the integration of airborne

systems and aircraft modifications. In 1998, the AIS operations in Waco, at the time a part of the Intelligence Information and Aircraft Integration Systems ("IIAIS") segment of Raytheon Systems Company ("RSC"), submitted the C-5 AMP proposal. Exhibit A. "Raytheon Systems Company" was a name assumed by Raytheon E-Systems, Inc. Exhibit B. The offeror named on the C-5 AMP proposal was Raytheon E-Systems, Ine.-Waeo.~ Exhibit C. 5. In the first quarter of 1999, Raytheon reorganized certain of its business segments.

With the exception of the AIS operations of RSC, the balance of the IIAIS segment (the business of which was unrelated to the AIS business) was merged with another segment, leaving the Waco operations in the AIS business unit of Raytheon until its sale to L-3 in 2002. See p. 5 of the excerpt from the Raytheon Form 10-K attached at Exhibit E. 6. I was Division Legal Counsel for Raytheon when, on January 11, 2002, Raytheon

entered into the Asset Purchase Agreement ("APA") with L-3 to sell the '°AIS Business," defined

¯ . . operations of Raytheon or any of its Subsidiaries that are conducted as of the dosing date through its Aircraft Integration Systems business unit principally located in Greenville, Texas, Waeo, Texas, Lexington, Kentucky and Avalon, Australia ....

I During its debriefing on the C-5 AMP procurement on January 28, 1999, the Air Force referred to Raytheon Systems Company and Raytheon E-Systems, Inc.-Wa¢o as one and the same offeror. Exhibit D.

Affidavit of W0 Lee Estes

2

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 4 of 23

7.

Under Section 1.1 of the APA, Raytheon sold to L-3: all of [Raytheon's] right, title and interest in and to the assets, properties and rights of [Raytheon], of every kind, nature, character and description (accrued, contingent or otherwise), tangible and intangible, real, personal or mixed, wherever located, existing as of the Closing which are utilized exclusively or primarily in the AIS Business (the "Acquired Assets") ....

8.

As Division Legal Counsel for Raytheon, I was intimately involved in the APA

transaction between Raytheon and L-3. 9. The operations of the AIS business unit of Raytheon in Waco, which L-3 acquired

under the APA in 2002, constituted the same AIS business operations conducted by Raytheon that submitted the C-5 AMP proposal and incurred the bid and proposal costs associated with that proposal, as claimed by L-3 and audited and verified by the DCAA office that was resident throughout my tenure in the AIS business unit. AIS business unit is the same one that later The submitted the C-130 AMP proposal.

W. Lee Estes
STATE OF TEXAS COUNTY OF McCLELLAN )

)

)

BEFORE ME, the undersigned authority, on this day personally appeared W. Lee Estes, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purpose herein expressed. MY HAND AND SEAL OF OFFICE, on this 17th day of July 2008.

Notary Public in and for the State of Texas My commission expires:

Affidavit of W. Lee Estes

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 5 of 23

Exhibit A

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 6 of 23

~o. Box 1545B0 Waco. Texa~ 76715-4580 USA 254,799.5533

14 July 1998

USAF/AFIvIC Aeronautical Systems Center (ASC/GRA) 2590 Loop Road West, Bldg. 558, Room 210 Wright-Patterson AFB, OH 45433-7142
Atm: Mr. John Meyer, ASC/GRA Subject: C-5 Avionics Modernization Program Solicitation Numbers F33657-98-R-0006, and F33657-98-C-0007 .Gentlemen: The Ra~heon Team-consisting of Raytheon, AlliedSignal and Rockwell Collins-is pleased to provide our fully compliant offering in response to the C-5 Avionics Modernization Program. The Raytheon Team has worked hard to ensure that we understand the Air Force's needs for the C-5, and our offering not only meets these needs, but exceeds them in several areas. The near-term need to reduce the C-5 ownership costs is addressed by the use of proven, highly reliable avionics equipment. Long-term GATM requirements are resolved with a flexible and growth-oriented open system architecture. The Raytheon Team provides a realistio and verifiable schedule that completes modification of all 126 aircraft in 1une 2004, 6½ months early. Onl~ the right team can provide the Air Force with the optimum C-5 solution, and this was the motivation ix:hind the formation of the Raytheon Team. Team members provide complementary strengths and proven avionics integration experience on such recent programs as the C-130/C-141 Autopilot Replacement and the KC-135 Pacer CRAG. In addition, Raytheon as the prime has more than 900,000 man-hours of experience on. the C-5, and Rockwell Collins recently supported the C-5 GPS installations. The Raytheon Team is proud of our past performance and the high stand,~rds we have established in becoming premier suppliers to the Air Force-in particular to the tanker/wausport fleet. Every individuaI on this team is fully committed to maintaining these standards and has signed the attached document as a demonstration of that commitment. As further proof of the Raytheon Team commitment, team members are investing at-risk company funds, in advance of contract award, to gain additional schedule margin.

ISO 90D1 Certified

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 7 of 23

The Raytheon Team rarely believes that our offering provides the best value based upon a technical solution which uses COTS/NDI hardware to complement the existing C-5 avionics. This technical solution.is complemented by a logistics plan geared toward utilizing the existing infrastructure to provide "self-sufficient O-level repair capabilities to further reduce C-5 ownership costs. In reviewing this C-5 proposal, the Air Force will find the following benefits:

A 92% reduction in C-5 avionics owndrship costs due to a COSS that guarantees MTBF, MTBR, training and Tech Orders, and provides remedies in the form of nocost ECPs. A 1300% improvement in avionics system reliability through AWFCS and AFCS MTBMs that exceed requirements by 30 and 40 percent respectively. A COTS/NDI architecture that allows 93% reuse of existing software, reducing overall program risk. A modem flight deck that provides the pilots with dear, logical, and unambiguous data for optimum situation awareness and improved safety of flight. A Category Bla compliant AFCS, based on the one currently flying on the C-!41, that already meets 21 of the 26 required modes and reduces the LRU count by 22. The Air Force should accept nothing less than a dramatically improved C-5. The Raytheon Team accepts this challenge, and has an Integrated Team in place, ready to take the C-5 into the 21st Century. Please address any questions regarding the offer to Robert Harp, Contracts Manager at (254) 714-3508, or left Hanehey, Program Manager at (254) 745-5428.

C. Glenn Hood Raytheon Systems Co Vice President & General Manager Waeo Operation Enclosures

Dean M. Plat* AlliedSignal Vice President & Program Management Defense and Spa~e Systems

R,M.

Rockwell Collins Vice President & General 14anager Government Systems

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 8 of 23

bit B

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 9 of 23

the foregoing is a true copy of an assumed or fictitious name certificate filed by Raytheon E-Systems, Inc. certifying that it conducts business under the assumed or fictitious name of RAYTHEON SYSTEMS COMPANY.

Nothing more is hereby certified.

January

CIS20316

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 10 of 23

(Virginia Code Section 59.1-6g} Partnerships --- Corporations

This is to certify that the following named persons or corporabons, with their respective business post-office and residence addresses, embrace the names of each and every person or corporabon owning or composing the corporation or coRaytheon Systems Company pa'tnership, named or styled as and located in Richmond, VA at 5511 Statures Mi}) Road and ~ a foreign corporation ~ was author~ed to do ~usiness in the 19 10 State of ~rginia on the 9th day of ~er ~ (and Corporate offi~ held) B~S~ ~~ Raytheon E-Syste~ns, Inc. Michael C. ~berhardt Vice Pce~dent~ Secretary & General Counse~ Dali,s, TX 75266-0Z48 ~.

,

~rland~ TX 75042

STATE OF TEXAS ._ COUNTRY _ OF. DALLAS

: To-w=t

I, t,~i )dred I. Brown , a Nolary Public ~n and for the Texas ___5.t, at'-e ....... f o and State aforesaid, ~do cerUfy that t~j.ch~eI C. Eberhard~_ , wt~ose name(s) is (are) signed to the above cert~'icate th~s day appeared before me and ecknow(edge(~ the.same. 14th ..~day of G~ven under my hand th=s September , 19 98 June 25th ..... day of . My Comm,ssion expires on

STATE OF

|/~r.~,'~,l NOTARY PUBLIC

a Notary Public ~n and tot the . and State aforesaid, do certify that .~. whose name(s) =s (are)signed to the above cerhficate this day appeared before me and acknbwledged the same. G~v~n u~der my hand thLs _day of. 19~. day of My Commission exo~res on 19.~

Notary PubI~c

-1-

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 11 of 23

Exhibit C

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 12 of 23

Case 1:06-cv-00396-MCW Document 74 *SEALED* Filed 06/09/2008 Page 28 of 30.

l& FOR INI~0RMATION

PART I - THE SCHEDULE

I

IB

SUBMITINVOICT~TOADDRU.SSSHOWNIN I 13~M 24. ADMINLNWJ~-~U,D BY (Ironer dum Bern 7) COR [ 25. PAYMENrWILLBEMADP~BY I CODE [

26. NAMB OF CONTRACT~tG OH~ICER (~ or ~)

JOHN O. MEYER

28. AWARD DATE

PREVIOUS EDrffONI~ UNUSAB.T~

18-Aug-98

16-00962

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 13 of 23

bit D

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 14 of 23

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 15 of 23

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 16 of 23

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 17 of 23

Exhibit E

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 18 of 23

C ~OkWI.ZARD

Form 10-K
RAYTHEON CO/- RTN
Filed: March 30, 1999 (period: December 31, 1998) Annual report which provides a comprehensive overview of the company for the past year

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 19 of 23

10-K

PART I
Item 1. Item 2. Item 3. Item 4. Business Properties Legal Proceedings Submission of Matters to a Vote of Security Holders

PART II
Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Market For Re,qistrant's Common Equity and Related Stockholder Matters Selected Financial Data Mana.qement's Discussion and Analysis of Financial Condition and Results Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplemental Data Changes in and Disa,qreements with Accountants and Financial Disclosure

PART III
Item 10. Item 11. Item 12. Item 13. Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions

PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K SIGNATURE EX-99 ('Exhibits not specifically designated by another number and by investment companies) EX-10 (.Consulting Agreement Raytheon) EX-10 ('Consulting Agreement Raytheon) EX-10 ('TERMINATION, REPLACEMENT AND RESTATEMENT AGREdated as of March 18, 1999, among RAYTHEON CO"Borrower"), the financial institutions liste) EX-10 (1 EXHIBIT 10.23AMENDED AND RESTATED PURCHASE AND SALE AGREEM) EX-10 (WHEREAS, pursuant to the Purchase and Sale A.qof March 20, 1997 (as amended, supplemented otime, the "1997 Agreement"), among Raytheon A) EX-10 (Material contracts) EX-10 ('Material contracts) EX-13 (Annual report to security holders) EX-21 (Subsidiaries of the registrant) EX-23 (Consents of experts and counsel) EX-23 (Consents of experts and counsel) EX-24 ('Power of attorney) EX-27 (ART. 5 FDS FOR YEAR 10-K) __EX-99 (AMENDED FINANCIAL DATA SCHEDULE)

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 20 of 23

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K I~I I I Annual Report pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934 for the fisca! year ended December 31, 1998. Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ......... to ........ Commission File Number 1-13699 RAYTHEON COMPANY (Exact Name of Registrant as Specified in its Charter) DELAWARE (State or Other Jurisdiction of Incorporation or Organization) 95-1778500 (I.R.S. Employer Identification No. )

141 SPRING STREET, LEXINGTON, MASSACHUSETTS 02421 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (781) 862-6600 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Class A Common Stock, $.01 par value Class B common Stock, $.01 par value Series A Junior Participating Preferred Stock purchase rights Name of Each Exchange on Which Registered New York Stock Exchange Chicago Stock Exchange Pacific Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such re~orts), and (2) has been subject to such filing requirements for the past 90 days. Yes .X. No ... Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the Registrant, as of February 28, 1999, was approximately $17,823,904,334. For purposes of this disclosure, non-affiliates are deemed to be all persons other than members of the Board of Directors of the Registrant. Number of shares of Common Stock outstanding as of February 28, 1999: 336,184,525, consisting of 101,255,005 shares of Class A Common Stock and 234,929,520 shares of Class B Common Stock. Documents incorporated by reference and made a part of this Form 10-K:
Portions of Raytheon's Annual Report to Stockholders for the fiscal year ended December 31, 1998

Part I, Part II, Part IV Part III

Portions of the Proxy Statement for Raytheon's 1999 Annual Meeting which will be filed with the Commission within 120 days after the close of Raytheon's fiscal year

PART I

Item I. Business

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 21 of 23

GENERAL Raytheon Company ("Raytheon" or the "Company") is a global technology leader, with worldwide 1998 sales of more than $19.5 billion. The Company provides products and services in the areas of defense and commercial electronics, engineering and construction, and business and special mission aircraft. Raytheon has operations throughout the United States and serves customers in more than 80 countries around the world. The Company, formerly known as HE Holdings, Inc. ("HE Holdings"), is the surviving company of the December 17, 1997 merger (the "Hughes Merger") of HE Holdings, Inc. and Raytheon Company, a Delaware corporation ("Former Raytheon"). At the effective time of the Hughes Merger, the separate legal existence of Former Raytheon ceased and HE Holdings was renamed "Raytheon Company." Although, from a legal point of view, HE Holdings, Inc. is the surviving company of the Hughes Merger, the Company's business is largely conducted in the same manner as and under the senior management of Former Raytheon. Accordingly, the historical disclosures in this Form 10-K for years prior to 1998 and any year-to-year comparisons contained herein for years prior to 1998, unless otherwise specifically noted, relate to the operations of Former Raytheon, as a predecessor to the Company by merger, and not to HE Holdings, Inc. as it existed prior to the Hughes Merger. BUSINESS SEGMENTS Electronics De'f&nse 'N~ct~on'i~S i.: Sim~itan~0usly ~ith[ the [consfimmatioh Merge~Dn December' 17, 199:7~' RaytheoAi apnoun~ed' the creation of R~yt.~4ni.~iSg~:~ems company~([tRsci')i[to %~tegratq:.RaYtheon's~Tdefense electronics buslnes~s.; repr~sents.lt~&.combihation.~nd:consoiidaaionof t~e !egaGy defense 0rgan~zati~s#y~he for~er defense bper~tio~s of H~ghes E~ect~onics ("Hugkes Defense") and the defense: aNs~hs.~bf ~'ex~i~nstrdments,'Inc? Defense',.),~iR~yh~o~.E-Syshems and Raytheon Electronics Systems. Raytheon's defense electronics businesses are engaged in the design, manufacture and service of advanced electronic devices, equipment and systems for both government and commercial customers. In addition to defense electronics systems, Raytheon has been successful in the conversion of certain defense electronics technologies to commercial and non-defense applications such as air traffic contro!, environmental monitoring and communications.

~e.organizatioAlilp~f.certiin..business~segments!;to better~allgn the-~bpe~ati~'~wi£h cust'omef~.needs[i~nd~ ~6 eliminate ~@nagemen~: r~n~a~[~iiThe.~:Intel~igencle[~" in~ormatfo~,iand ~irtr~ft~Integ~tion' Sys~ems~e~men~i~itH t~e A~rcraf t ;Integ~a t ~on:.Sys~e~s d±~sion[ : was [imergedI .withi:~o~ahd~ Cob £rol:~;il a~ C~mm'~nica~~o~.[ SYSt~S ,[itb :~e~t~ ~'Co~nd,:'!:~n['~!:, C6~:c~tio~,:: @nd S~en~:&~led .~ircfaf~[rInteg~a~onhSystems. The impact of this org~izational ch~ge is reflected in the descriptions below, ~d wil! be inco~orated into the Comp~y's 1999 fin~cial statements. Defense Systems. The Defense Systems segment ("DSS") focuses on anti-ballistic missile systems; air defense; air-to-air, surface-to-air, and air-to-surface missiles; naval and maritime systems; ship self-defense systems; torpedoes; strike, interdiction and cruise missiles; and advanced munitions. DSS produces the Patriot ground-based air defense missile system, which is capable of tracking and intercepting enemy aircraft, cruise missiles, and tactical ballistic missiles. In addition to the U.S., eight nations have selected Patriot as an integral part of their air defense systems. Since the end of the Gulf War in 1991, Raytheon has received over $3 billion in internationa! orders for Patriot equipment and services. In addition, DSS leads Raytheon's efforts as the prime contractor for the Hawk ground-launched missile, which is in service with 18 allied nations in addition to the DSS develops ground-based phased-array radars, including the X-Band Radar (XBR) and Upgrade Early Warning Radar (UEWR) for National Missile Defense, as well as the Ground-Based Radar (GBR) for the Theater High Altitude Area Defense (THAAD) system, part of the U.S. Army's Theater Missile Defense Program.

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 22 of 23

It also is developing next generation theater missile interceptors for the Navy Area Defense (NAD) and Navy Theater Wide (NTW) systems and the Exoatmospheric Kil! Vehicle (EKV) for National Missile Defense. DSS manufactures the primary air-to-air missile for the U.S. Air Force and Navy fighter aircraft - the Advanced Medium Range Air-to-Air Missile (AM~LAAM), and is developing the AIM-gX (short-range missile). Other missiles produced by DSS include Tomahawk, TOW, Stinger, Maverick, and Standard. DSS also leads Raytheon's efforts as the prime contractor for the NATO Sea-Sparrow Surface to Air Missile System (NSSMS), DSS also produces the airand surface-launched versions of the Sparrow missile for both the U.S. and foreign Navies. DSS also produces Phalanx and the Rolling Airframe Missile (RAM), which the U.S. and foreign Navies use as part of the ship self-defense system. DSS also develops sonars, combat contro! systems, minehunting equipment and torpedoes for submarines and ships in U.S. and allied fleets, in addition to designing unmanned underwater vehicles and laser sensors. DSS produces a variety of shipboard radar systems. DSS also leads Raytheon's deve!opment efforts on the U.S. Navy's next generation of surface combatant ships, the DD-21.

DSS strike weapons programs include the High Speed Anti-Radiation Missile (HARM), Paveway laser-guided bombs, Extended Range Guided Munitions (ERGM), XM-982, Joint Stand Off Weapon (JSOW), and Javelin. Also, Raytheon through DSS is the prime contractor for the U.S. Army's Enhanced Fiber Optic Guided Missile (EFOGM) demonstration program, which is intended to provide rapidly deployable, lethal and highly survivable technologies to the U.S. early entry forces. Sensors and Electronic Systems. The Sensors and Electronic Systems segment ("SES") specializes in radar, electronic warfare, infrared, laser, and GPS technologies. Its programs focus on land, naval, airborne and spaceborne systems used for surveillance, reconaissance, targeting, navigation, commercial and scientific applications. SES airborne radars are deployed on four operational tactical fighter aircraft operated by U.S. forces (the F-14, F-15, F/A-18, and the AV-SB) and international customers, as well as radars for the AC-130U gunship and the B-2 stealth bomber. SES is also part of a joint venture with Northrop Grumman Corporation providing the next generation airborne radar for the F-22 aircraft. The segment provides the Forward Looking Infrared (FLIR) and designation system for the F-II7 Stealth Fighter, the infrared subsystem for the F/A-18 targeting pod, and is developing the Advanced Targeting FLIR for the F/A-18, SES supplies integrated sensor suites for applications such as the U.S. Department of Defense's ("DoD") Global Hawk Unmanned Aerial Vehicle Reconnaissance System, which includes a synthetic aperture radar and electro-optical/infrared sensors. SES surveillance and reconnaissance systems are used on a variety of aircraft, such as the British Tornado, the U.S. Air Force U-2 and the U.S. Navy P-3 Orion. SES also provides space sensors for defense and scientific applications. SES night vision and fire control systems equip combat vehicles like the M1 Abrams tank, Bradley Fighting Vehicle and a host of light armored vehicles, ships and submarines, and aircraft. The segment also puts state of the art technology in the hands of the infantry. Its sensor and electronic systems are used for law enforcement, security, oil spill response, search and rescue and many other commercial and industrial applications. One anticipated commercial night vision application is a night driving safety option on the model year 2000 Cadillac(R) DeVille(R) (I). (i) Cadillac & DeVille are registered trademarks of General Motors Corporation.

The segment's surface radar products include radars for intelligence/data collection, spacetrack, deep space surveillance, missile warning and imaging and command and control radars. Tactical radars include battlefield radars for Forward Area Air Defense Systems and hostile weapons locating radars. Command, Control, Communications and Information Systems. The Command, Control, Communications and Information Systems segment ("C3I") is involved in command, control and communication systems; air traffic control systems; tactical radios; satellite communication ground control terminals; wide area surveillance systems; advanced transportation systems; simulators and simulation systems; ground-based information processing systems; large scale information retrieval, processing and distribution systems; and global broadcast systems.

C3I is part of a team under contract to design, develop, integrate and test the command, control, communications and intelligence sonar, combat control and architecture subsystems for the U.So Navy's next generation attack submarine

Case 1:06-cv-00396-MCW

Document 87-2

Filed 07/17/2008

Page 23 of 23

- - the New Attack Submarine or NSSN. The segment builds military communications systems and also a family of Extended Environment (E(2)) COTS computers and workstations. An example of C31's capabilities in the area of advanced information integration is the U.S. Navy's Cooperative Engagement Capability (CEC) program. CEC provides the capability to integrate theater sensors and weapon systems ships, aircraft and land-based installations into an integrated air picture. The system has now successfully completed more than seven years of comprehensive at-sea testing, including severa! live fire tests, and is now facing the challenges of integration into the fleet. C3I also has capabilities in large-scale image processing and advanced signal processing. C3I lead Raytheon's role as the prime contractor for the Brazilian System for the Vigilance of the Amazon (SIVAM) program, which calls for the delivery of an integrated information network linking numerous sensors to regional and national coordination centers. Information will be used to protect the environment, improve air safety and weather forecasts, help control epidemics, manage land occupation and usage and ensure effective law enforcement and border control. C3I also designs and installs air traffic control (ATC) and weather systems at airports worldwide. One example is the FAA/DoD's Standard Terminal Automation Replacement System (STARS) program, which will modernize and upgrade approximately 370 air traffic control sites across the United States. Some of the countries Raytheon is providing ATC systems and radars for include: Australia, Canada, China, Cyprus, Germany, Hong Kong, India, Jamaica, The Netherlands, Norway, Oman, Switzerland and Taiwan. Raytheon's Terminal Doppler Weather Radar (TDWR) system is being installed at 42 sites across the United States and Puerto Rico. The new Hong Kong airport is the first international installation of Raytheon's TDWR system. TDWR uses Doppler radar technology to warn air traffic controllers of sudden wind shifts, such as microbursts, which have been blamed for numerous aircraft accidents, particularly during takeoff and landing.

~ :..:K~s ~specma[$zes.:.$n the d~ig~?~d ~h~St~{~la~ion o£:ih£e~6~s '~br execu~iv~i~d'~vIP/ihe&~£~:f%stite aircrlft:. Tie s4~nt also perfo~s Sped~i~l :SDPp0rt:..ActlWlty (SOFSA) ~.and is .working on the:~irbo~ E~i~[9 WarniNg .~:i [Contgo~l~'(AEW&~) ~rSgram.~ Durin~ 1998, "RaySheon (through AIS) contrnued [~he U. S~:.Alr. Force~:S: C-14~avlonlcs mode~iza~on pro~#~: which ¯ inel~de~[ ~ '~'' glad8 ~ ~Q~i t~ " ~~a~igi t~'~~ aut~pilot, an ~}i~p~0ved:, :.f~~e~at~ ~ nAv~ihion syS tern;:- and enha~'.[:]sitj~tion~l ..awareneSs ~sgs£em~

Training and Services. The Training and Services segment ("TSS") provides training services and integrated training programs; technical services; and logistics and support with operations throughout the U.S. and overseas. TSS performs complete engineering and depot-level cradle-to-grave support to Raytheon-manufactured equipment and to various military customers. Services provided include installation and test of upgrades to deployed systems; engineering design, planning, and testing; repair and refurbishment of DoD equipment; software engineering support; data management; preparation of technical manuals; training for allied forces; system and facility installations; field testing and evaluation; field engineering; and system operation and maintenance. TSS is a world leader in providing and supporting range instrumentation systems and equipment worldwide for the DoD. It also provides missile range calibration services for the U.S. Air Force, trains U.S. Army personne! in battlefield tactics and supports undersea testing and evaluation for the U.S. Navy. TSS provides operations and engineering support to the Atlantic Underwater Test and Evaluation Center, range technical support at Cape Canavera!, and facilities maintenance at several DoD facilities including the U.S. Army's missile testing range in the Kwajalein Atoll. TSS supplies professional services to a broad range of federal customers in the areas of space and earth sciences, scientific data management, transportation management, remote sensing, and computer networking. The segment also supports the U.S. government's demilitarization activities in countries of the former Soviet Union and the development and Dperation of Space Shuttle and Space Station simulators for NASA's Johnson Space Center. Commercial Electronics. Raytheon'~s commercial electronics businesses produce, among other things, marine radars and other marine electronics, transmit/receive modules for satellite communications projects, and other electronic components for a wide range of applications.