PAGE 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
/X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended July 2, 1995
/ / 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 1-2833
RAYTHEON COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-1760395
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
141 SPRING STREET, LEXINGTON, MASSACHUSETTS 02173
(Address of Principal Executive Offices) (Zip Code)
(617) 862-6600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) 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
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
---- ----
NUMBER OF COMMON SHARES OUTSTANDING AT JULY 2, 1995: 121,952,933<PAGE>
PAGE 2
RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED
----------------------------------------------
BALANCE SHEETS (Unaudited)
July 2, 1995 Dec. 31, 1994
------------ -------------
(In thousands)
ASSETS
Cash and marketable securities $ 243,088 $ 202,181
Accounts receivable 1,142,270 976,278
Federal and foreign income taxes
including deferred 166,096 165,615
Contracts in process, less progress
payments 2,015,051 1,951,270
Inventories 1,841,894 1,499,458
Prepaid expenses 204,270 190,689
---------- ----------
Total current assets 5,612,669 4,985,491
Property, plant and equipment, net 1,655,266 1,360,780
Other assets, net 2,874,686 1,049,123
---------- ----------
$10,142,621 $7,395,394
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable and current portion
of long-term debt $3,198,075 $1,033,081
Accounts payable 783,939 894,911
Advance payments, less contracts in
process 379,793 466,448
Accrued expenses 938,809 888,625
----------- ----------
Total current liabilities 5,300,616 3,283,065
Accrued retiree benefits 329,221 25,068
Federal and foreign income taxes,
including deferred -- 134,571
Long-term debt 395,141 24,522
Stockholders' equity 4,117,643 3,928,168
----------- ----------
$10,142,621 $7,395,394
=========== ==========
The accompanying notes are an integral part of the financial statements.<PAGE>
PAGE 3
<TABLE>
RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED
<CAPTION> ----------------------------------------------
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended
July 2, 1995 July 3, 1994 July 2, 1995 July 3, 1994
------------ ------------- ------------ -------------
(In thousands except per share data)
<S> <C> <C> <C> <C>
Net sales $2,816,072 $2,526,993 $5,203,188 $4,841,464
---------- ---------- ---------- ----------
Cost of sales 2,116,287 1,948,726 3,941,842 3,745,276
Administrative and selling expenses 284,073 227,091 514,418 440,692
Research and development expenses 89,812 71,821 164,877 133,207
Restructuring provision - - - 249,751
---------- ---------- ---------- ----------
Total operating expenses 2,490,172 2,247,638 4,621,137 4,568,926
---------- ---------- ---------- ----------
Operating income 325,900 279,355 582,051 272,538
---------- ---------- ---------- ----------
Interest expense 50,333 12,864 73,011 23,372
Interest and dividend income (8,457) (12,468) (16,960) (29,743)
Other (income) expense, net (13,285) (12,064) (37,123) (19,060)
---------- ---------- ---------- ----------
Non-operating (income) expense, net 28,591 (11,668) 18,928 (25,431)
---------- ---------- ---------- ----------
Income before taxes 297,309 291,023 563,123 297,969
Federal and foreign income taxes 101,815 98,794 193,693 98,774
---------- ---------- ---------- ----------
Net income $ 195,494 $ 192,229 $ 369,430 $ 199,195
=========== =========== ========== ==========
Earnings per common share $1.60 $1.43 $3.01 $1.48
Average number of common shares
outstanding during period 122,435 134,027 122,803 134,584
Dividends declared per common share $.375 $.375 $.75 $.725
The accompanying notes are an integral part of the financial statements.
/TABLE
<PAGE>
PAGE 4
RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED
----------------------------------------------
STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended
July 2, 1995 July 3, 1994
------------ -------------
(In thousands)
Cash flows from operating activities:
Net income $369,430 $199,195
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation 139,333 134,374
Restructuring provision - 249,751
Sale of commuter airlines
long-term receivables - 302,800
Other adjustments, net (291,526) (436,822)
-------- --------
Net cash provided by operating activities 217,237 449,298
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (134,208) (129,127)
Payment for purchase of acquired companies (2,298,493) -
All other, net (32,876) (17,540)
--------- --------
Net cash used in investing activities (2,465,577) (146,667)
--------- --------
Cash flows from financing activities:
Change in short-term debt 2,121,604 (55,138)
Change in long-term debt 370,619 -
Dividends (91,870) (97,276)
Purchase of treasury shares (139,934) (170,603)
Proceeds under common stock plans 29,497 23,125
All other, net (1,793) (1,887)
--------- --------
Net cash provided by (used in)
financing activities 2,288,123 (301,779)
--------- --------
Effect of foreign exchange rates on cash 1,852 (2,456)
-------- --------
Net increase (decrease) in cash and
cash equivalents 41,635 (1,604)
Cash and cash equivalents at beginning
of year 200,938 190,121
-------- --------
Cash and cash equivalents at end of
second quarter $242,573 $188,517
======== ======== <PAGE>
The accompanying notes are an integral part of the financial statements.<PAGE>
PAGE 5
RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED
----------------------------------------------
NOTES TO FINANCIAL STATEMENTS
(1) Details of certain balance sheet accounts are as follows:
July 2, 1995 Dec. 31, 1994
------------ -------------
(In thousands)
Cash and marketable securities
Cash and cash equivalents $ 242,573 $ 200,938
Marketable securities 515 1,243
---------- ----------
Total cash and marketable
securities $ 243,088 $ 202,181
========== ==========
Inventories
Finished goods $ 832,051 $ 666,654
Work in process 737,898 632,390
Materials and purchased parts 451,373 379,842
Excess of current cost
over LIFO values (179,428) (179,428)
---------- ----------
Total inventories $1,841,894 $1,499,458
========== ==========
Property, plant and equipment
At cost $4,317,488 $3,691,001
Accumulated depreciation
and amortization (2,662,222) (2,330,221)
---------- ----------
Net property, plant and equipment $1,655,266 $1,360,780
========== ==========
Stockholders' equity
Preferred stock, no
outstanding shares $ - $ -
Common stock, outstanding shares 121,953 123,322
Additional paid-in capital 356,233 332,790
Equity adjustments 12,889 (9,463)
Retained earnings 3,626,568 3,481,519
---------- ----------
Total stockholders' equity $4,117,643 $3,928,168
========== ==========
(2) The company recorded in the first quarter of 1994 a restructuring
provision of $249.8 million before tax. The restructuring was driven
by the significant reductions in the defense budget and increasing
commercial competition. Approximately 65 percent of the
restructuring costs are attributable to Raytheon's defense business
and the remainder to its commercial business. The company-wide plan
will result in personnel reductions of approximately 4,400 people,
including both salaried and bargaining unit employees located in
Massachusetts and other states and in foreign locations. The<PAGE>
PAGE 6
restructuring provision includes estimated costs for employee
severance and other benefits of $91 million, asset write-downs of $23
million and idle facility-related costs of $136 million. Cash flow
expenditures, net of tax recovery of $87 million, were $67 million in
1994 and will be $32 million in 1995 and are funded by the company's
cash flow from operating activities. The restructuring plan, when
fully implemented, will result in annual savings of $280 million,
which will help the company's competitive position in a shrinking
defense market and improve productivity in its commercial businesses.
During the first quarter of 1995 the company concluded that certain
originally approved actions would not be implemented due to a
revision in the restructuring plan for the Electronics segment. The
revised plan includes additional actions for the consolidation of the
defense-related business and funds available from the original
restructuring were allocated to the additional actions with no change
to the original provision of $249.8 million. Through the second
quarter of 1995 $189.3 million of restructuring costs have been
incurred, of which $88.7 million was employee related costs and
$100.6 million was related principally to asset disposals and idle
facilities. Through the second quarter of 1995 4,400 employees have
been given termination notice. The spending is expected to be
essentially completed by the end of 1995.
(3) In May 1995 the company purchased the outstanding stock of E-Systems,
Inc., and the financial results of E-Systems are included in the
company's consolidated financial statements commencing in May 1995.
The purchase method of accounting was used to record the acquisition.
The following unaudited pro forma financial information combines
Raytheon and E-Systems results of operations as if the acquisition
had taken place on January 1, 1995 and on January 1, 1994. The pro
forma results are not necessarily indicative of what the results of
operations actually would have been if the transaction had occurred
on the applicable dates indicated and are not intended to be
indicative of future results of operations.
Six Months Ending
-----------------
In millions, except earnings per share
July 2, 1995 July 3, 1994*
------------ ------------
Net sales $5,885 $5,827
Net income 371 202
Earnings per share 3.02 1.50
* Includes restructuring provision of $162.3 million or $1.21 per share
(4) The information furnished has been prepared from the accounts without
audit. In the opinion of management, the information reflects all
adjustments, which are of a normal recurring nature, necessary for a
fair presentation of the financial statements for the interim
periods.<PAGE>
PAGE 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Second Quarter 1995 versus 1994
-------------------------------
Raytheon Company reported second quarter earnings of $195.5 million, driven
by the record performance of Raytheon Aircraft and Raytheon Engineers &
Constructors, and the contribution of E-Systems. Earnings per share
increased 11.9 percent to $1.60, a second quarter record. Sales were $2.8
billion, also a record for the quarter.
In the same period last year net income was $192.2 million, or $1.43 per
share, on sales of $2.5 billion.
During the second quarter, Raytheon Aircraft's Beech Mk II trainer aircraft
was selected for the U. S. Air Force and U. S. Navy's Joint Primary
Aircraft Training System, a major new 20-plus-year program with an
estimated potential value of approximately $7 billion with additional
strong foreign sales potential.
During the quarter, Raytheon completed the acquisition of E-Systems, Inc.,
a highly successful defense and government electronics company.
The operations of our business segments in the second quarter of 1995 are
discussed below:
The Engineering and Construction segment posted record second quarter
profits based principally on improved margins on foreign contracts. Sales
were lower than 1994 due to major equipment purchases on power projects in
1994 and the timing of key international turnkey projects.
The Aircraft Segment had record second quarter sales and profits due to
increased shipments of regional and general aviation aircraft and improved
operating margins.
The Major Appliances segment sales and profits were down in the quarter due
mainly to the industry-wide downturn in shipments of home appliances and
strong competitive price pressures on margins.
The Electronics segment had record second quarter sales and profits due to
the contribution of E-Systems and solid commercial electronics sales and
profits. During the quarter, Raytheon's Massachusetts-based defense
operations continued to feel the effects of reduced defense spending and
increased competition for the remaining defense funding. Sales and profits
for these operations were down in the quarter. In commercial electronics,
sales and profits were strong in marine electronics due to the acquisition
of Anschuetz, one of the world's leading manufacturers of gyro compasses,
autopilots and steering control systems for the commercial and military
markets, and also due to by the success of the Autohelm Sportpilot for
sports power boats.
Sales to the U. S. government were $1.167 billion in the second quarter of<PAGE>
PAGE 8
1995, an increase of $163 million or 16.2 percent from the comparable
quarter of 1994.
U. S. government sales were 41.4 percent of consolidated net sales in 1995
compared with 39.7 percent in 1994. Commercial sales to U. S. customers
increased to $1.079 billion or 38.3 percent of consolidated sales in 1995
from the $1.067 billion or 42.3 percent reported in 1994. Sales to
customers outside the U. S. were $570 million or 20.3 percent of
consolidated sales in 1995 versus $455 million or 18.0 percent reported in
1994.
Operating income for the second quarter of 1995 was $325.9 million or 11.6
percent of sales versus $279.4 million or 11.1 percent of sales in 1994.
Non-operating expense was $28.6 million for 1995 versus $11.7 million of
income in 1994. This was due principally to increased interest expense in
1995 from the increased debt incurred in connection with the acquisition of
E-Systems.
The 1995 tax rate of 34.2 percent reflects the statutory tax rate of 35
percent principally reduced by foreign tax credits.
For reasons discussed above, net income increased by $3.3 million or 1.7
percent from 1994.
Earnings per common share increased by 11.9 percent to $1.60 for the second
quarter of 1995 from $1.43 for the second quarter of 1994. The average
number of shares outstanding during the second quarter of 1995 was 122.4
million versus 134.0 million in 1994. During the quarter outstanding
shares were increased by 274,000 due to the exercise of employee stock
options. The company also acquired 1,412,000 shares at a cost of $104.2
million.
Six months 1995 versus 1994
---------------------------
Consolidated net sales during the first six months of 1995 increased 7.5
percent to $5.2 billion from $4.8 billion in 1994. Sales increased in the
Aircraft, Electronics and Major Appliances segments and declined in the
Engineering and Construction segment.
Sales to the U. S. government were $2.042 billion in the first half of 1995
versus $2.068 billion in 1994 and were 39.2 percent of consolidated net
sales in 1995 versus 42.7 percent in 1994. Sales to customers outside the
U. S. were $1.124 billion or 21.6 percent of consolidated net sales in 1995
versus $813 million or 16.8 percent of consolidated net sales in 1994.
Commercial sales to U. S. customers were $2.037 billion or 39.2 percent of
consolidated net sales in 1995 versus $1.960 billion or 40.5 percent of
sales in 1994.
Operating income was $582.1 million or 11.2 percent of sales versus $522.3
million or 10.8 percent of sales in 1994. The 1994 results exclude the<PAGE>
PAGE 9
effect of the restructuring provision which is discussed below. The
operating income for 1994 after the restructuring provision was $272.5
million or 5.6 percent of sales.
The company recorded in the first quarter of 1994 a restructuring provision
of $249.8 million before tax. The restructuring was driven by the
significant reductions in the defense budget and increasing commercial
competition. Approximately 65 percent of the restructuring costs are
attributable to Raytheon's defense business and the remainder to its
commercial business. The company-wide plan will result in personnel
reductions of approximately 4,400 people, including both salaried and
bargaining unit employees located in Massachusetts and other states and in
foreign locations. The restructuring provision includes estimated costs
for employee severance and other benefits of $91 million, asset write-downs
of $23 million and idle facility-related costs of $136 million. Cash flow
expenditures, net of tax recovery of $87 million, were $67 million in 1994
and will be $32 million in 1995 and are funded by the company's cash flow
from operating activities. The restructuring plan, when fully implemented,
will result in annual savings of $280 million, which will help the
company's competitive position in a shrinking defense market and improve
productivity in its commercial businesses. During the first quarter of
1995 the company concluded that certain originally approved actions would
not be implemented due to a revision in the restructuring plan for the
Electronics segment. The revised plan includes additional actions for the
consolidation of the defense-related business and funds available from the
original restructuring were allocated to the additional actions with no
change to the original provision of $249.8 million. Through the second
quarter of 1995 $189.3 million of restructuring costs have been incurred,
of which $88.7 million was employee related costs and $100.6 million was
related principally to asset disposals and idle facilities. Through the
second quarter of 1995 4,400 employees have been given termination notice.
The spending is expected to be essentially completed by the end of 1995.
Non-operating expense was $18.9 million in 1995 versus $25.4 million of
income in 1994. Interest expense increased to $73.0 million in 1995 versus
$23.4 million in 1994 due principally to the acquisition of E-Systems and
higher interest rates for commercial paper. Interest and dividend income
for 1995 declined to $17.0 million versus $29.7 million in 1994 due to
lower levels of long- term receivables in 1995 and an interest payment on a
federal income tax refund in 1994. Other income (net) for 1995 increased
to $37.1 million from $19.1 million in 1994. The increase is due
principally to a first quarter gain on the sale of stock held as an
investment.
The effective tax rate for 1995 of 34.4 percent reflects the statutory rate
reduced principally by foreign tax credits. For the reasons discussed
above, net income for 1995 increased by $7.9 million or 2.2 percent to
$369.4 million from 1994 net income of $361.5 million excluding the effect
of the 1994 restructuring provision. Net income for 1994 after the
restructuring provision was $199.2 million.
Earnings per common share increased by 12.3 percent to $3.01 for the first<PAGE>
PAGE 10
half of 1995 versus $2.68 for the first half of 1994 excluding the 1994
restructuring provision. The 1994 earnings per share were $1.48 including
the restructuring provision. The average number of common shares
outstanding was 122.8 million for the first half of 1995 versus 134.6
million for the comparable 1994 period. During the first half of 1995
outstanding shares were reduced by 1.9 million shares as a result of the
company's purchase of outstanding shares at a cost of $140.0 million,
partially offset by 567,000 shares issued upon the exercise of employee
stock options.
On February 23, 1994 the Board of Directors authorized the repurchase of up
to 12 million shares of the company's common stock. In 1994 11.7 million
shares were purchased under this authorization and the balance were
purchased during the first quarter of 1995.
On February 22, 1995 the Board of Directors authorized the repurchase of up
to 6 million shares of the company's common stock. The company will
repurchase shares in the open market from time to time as conditions
warrant.
The book value of common shares outstanding at the end of the period was
$33.76, as compared with $31.85 at December 31, 1994 and $31.93 at July 3,
1994.
Backlog consisted of the following at:
July 2, 1995 Dec. 31, 1994 July 3, 1994
------------ ------------- ------------
(In millions)
Electronics $ 7,251 $5,311 $4,834
Engineering and Construction 1,848 1,522 1,363
Aircraft 1,147 1,203 1,028
Major Appliances 59 34 49
------- ------ ------
Total Backlog $10,305 $8,070 $7,274
U.S. government backlog $ 5,145 $3,641 $3,982
included above
During the first half of 1995 cash flows from operating activities were
$217.2 million as compared to $449.3 million during the first half of 1994.
Cash flow during 1994 included the initial sale of $302.8 million of
commuter airline receivables to a bank syndicate. During the first half of
1995 funds were used for additions to property, plant and equipment of
$134.2 million and for dividends of $91.9 million.
Additionally, during the first half of 1995, $2.298 billion was expended
for acquired companies, principally the acquisition of E-Systems. These
funds were provided by increasing short-term debt by $2.122 billion and
long-term debt by $370.6 million.<PAGE>
PAGE 11
Shortly after the end of the first half of 1995 the company issued $1.125
billion of debt securities in a public offering comprised of $750 million
of notes due 2005, which have a coupon of 6 1/2 percent, and $375 million
of debentures due 2025 which have a coupon of 7 3/8 percent. The notes are
not redeemable prior to maturity, and the debentures are not redeemable
prior to July 15, 2005. The net proceeds from the offerings will be used
to refinance commercial paper issued in connection with the acquisitions.
Debt, net of cash and marketable securities, was $3.350 billion at July 2,
1995 as compared with $855 million at December 31, 1994 and $652 million at
July 3, 1994. Net debt as a percentage of total capitalization was 44.9
percent at July 2, 1995 as compared with 17.9 percent at December 31, 1994
and 13.3 percent at July 3, 1994. The company expects that the cash flow
from operations and available debt financing will be sufficient to meet its
funding requirements in 1995.
Accounts receivable increased to $1.142 billion at July 2, 1995 from $976.3
million at December 31, 1994 due principally to the acquisition of E-
Systems.
Inventories increased to $1.842 billion at July 2, 1995 from $1.499 billion
at December 31, 1994 principally due to the acquisition of E-Systems and
increased commercial inventories at the Aircraft and Major Appliances
segments.
Property, plant and equipment increased to $1.655 billion at July 2, 1995
from $1.361 billion at December 31, 1994 principally due to the acquisition
of E-Systems.
Other assets (net) increased to $2.875 billion at July 2, 1995 from $1.049
billion at December 31, 1994 principally due to the goodwill arising from
the acquisition of E-Systems.
Capital expenditures were $134.2 million in the first half of 1995 versus
$129.1 million in 1994. Capital expenditures during 1995 are expected to
be slightly above the 1994 level, excluding the effect of acquisitions.
Dividends declared to stockholders during the first half of 1995 were $91.9
million versus $97.3 million in 1994. The quarterly dividend rate for the
first and second quarters of 1995 was $.375 per common share versus $.35 in
the first quarter of 1994 and $.375 in the second quarter of 1994.
On July 26, 1995, the company completed the acquisition of Litwin Engineers
& Constructors. Litwin which employs approximately 1,300 people, generated
sales of $269 million and was profitable in 1994.
Total employment was 74,400 at July 2, 1995 as compared with 60,200 at
December 31, 1994 and 60,900 at July 3, 1994. The increase in employment
is principally due to the acquisition of E-Systems.
The company enters into interest rate and foreign currency interest rate
swap agreements with commercial banks to reduce the impact of changes in<PAGE>
PAGE 12
interest rates and foreign exchange rates on financing arrangements with
customers and foreign subsidiaries. The company meets its working capital
requirements mainly with variable rate short-term financing. Interest rate
swaps are used to provide purchasers of the company's products with fixed
financing terms over extended time periods. Cross-currency interest rate
swaps have allowed the company's foreign subsidiaries to meet borrowing
needs at lower interest rates compared to local borrowing. The company
also enters into foreign exchange forward contracts to minimize
fluctuations in the value of payments due to international vendors and the
value of foreign currency denominated receipts. The hedges used by the
company are directly related to a particular asset, liability or
transaction for which a firm commitment is in place. Swaps and foreign
exchange contracts are held to maturity and no exchange traded or over-the-
counter instruments have been purchased. The impact on the financial
position, liquidity, and results of operations from likely changes in
foreign exchange and interest rates is immaterial due to the minimizing of
risk through the hedging of transactions related to specific assets,
liabilities or commitments.
Recurring costs associated with the company's environmental compliance
program are not material and are expensed as incurred. Capital
expenditures in connection with environmental compliance are immaterial.
The company is involved in various stages of investigation and cleanup
relative to remediation of various sites. All appropriate costs incurred
in connection therewith have been expensed. 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 the company's responsibility, it is
difficult to determine the ultimate outcome of these matters. However, in
the opinion of management, any additional liability will not have a
material effect on the company's financial position, liquidity, or results
of operations after giving effect to amounts already recorded.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The company's Annual Meeting of Stockholders was held on May 24, 1995.
The following directors were elected at the meeting: Charles F. Adams
(100,731,406 votes for; 674,928 withhold authority; 0 abstentions; 108,717
broker non-votes); Theodore L. Eliot, Jr. (100,873,167 votes for; 533,167
withhold authority; 0 abstentions; 108,717 broker non-votes); James N.
Land, Jr. (100,880,685 votes for; 525,648 withhold authority; 0
abstentions; 108,717 broker non-votes); Dennis J. Picard (100,757,760 votes
for; 648,574 withhold authority; 0 abstentions; 108,717 broker non-votes).
The following directors continued in office after the meeting: Francis H.
Burr, Ferdinand Colloredo-Mansfeld, Barbara B. Hauptfuhrer, Richard D.
Hill, Thomas L. Phillips, Warren B. Rudman, Joseph J. Sisco and Alfred M.
Zeien.
At the meeting, stockholders also approved the adoption of the Raytheon
Company 1995 Stock Option Plan. The following votes were cast upon this<PAGE>
PAGE 13
matter: 68,447,476 votes for; 26,584,883 votes against; 706,762
abstentions; 5,775,930 broker non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2.1 Agreement and Plan of Merger dated as of April 2, 1995 among the
company, RTN Acquisition Corporation and E-Systems, Inc. is
incorporated herein by reference from Exhibit (c)(1) to the Tender
Offer Statement on Schedule 14D-1 dated April 3, 1995 filed by the
company and RTN Acquisition Corporation with the Securities and
Exchange Commission on April 3, 1995 (the "Schedule 14D-1").
2.2 Offer to Purchase dated April 3, 1995 by RTN Acquisition
Corporation to purchase all outstanding shares of Common Stock,
par value $1.00 per share, of E-Systems, Inc. and the associated
Preferred Stock Purchase Rights is incorporated herein by
reference from Exhibit (a)(1) to the Schedule 14D-1.
(b) Reports on Form 8-K
On May 9, 1995, the company filed a current report on Form 8-K (the
"8-K") reporting the company's acquisition of E-Systems, Inc.
Financial statements of E-Systems, Inc. were included as Item 7(a)(1)
to the 8-K. Pro forma financial information was included as Item
7(b)(1) to the 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAYTHEON COMPANY (Registrant)
By: /s/ Peter R. D'Angelo
Peter R. D'Angelo
Executive Vice President and
Chief Financial Officer
August 15, 1995<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000082267
<NAME> RAYTHEON COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> APR-03-1995
<PERIOD-END> JUL-02-1995
<CASH> 242,573
<SECURITIES> 515
<RECEIVABLES> 1,142,270
<ALLOWANCES> 0
<INVENTORY> 1,841,894
<CURRENT-ASSETS> 5,612,669
<PP&E> 4,317,488
<DEPRECIATION> 2,662,222
<TOTAL-ASSETS> 10,142,621
<CURRENT-LIABILITIES> 5,300,616
<BONDS> 0
<COMMON> 121,953
0
0
<OTHER-SE> 3,995,690
<TOTAL-LIABILITY-AND-EQUITY> 10,142,621
<SALES> 5,203,188
<TOTAL-REVENUES> 5,203,188
<CGS> 3,941,842
<TOTAL-COSTS> 3,941,842
<OTHER-EXPENSES> 164,877
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<INTEREST-EXPENSE> 73,011
<INCOME-PRETAX> 563,123
<INCOME-TAX> 193,693
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