RAYTHEON CO
10-Q, 1997-11-12
SEARCH, DETECTION, NAVAGATION, GUIDANCE, AERONAUTICAL SYS
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<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 September 28, 1997

/ /      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
         (State or Other Jurisdiction of Incorporation or Organization)

                                   04-1760395
                      (I.R.S. Employer Identification No.)


141 SPRING STREET, LEXINGTON, MASSACHUSETTS             02173
 (Address of Principal Executive Offices)            (Zip Code)


                                 (781) 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 SEPTEMBER 28, 1997: 236,330,807




<PAGE>    2
                 RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED

                          PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                           BALANCE SHEETS (Unaudited)

                                             Sept. 28, 1997       Dec. 31, 1996
                                             --------------       -------------
                                                        (In thousands)
ASSETS

Cash and marketable securities               $   267,684           $   138,821
Accounts receivable                              953,652               808,715
Federal and foreign income taxes,
  including deferred                             227,554               246,120
Contracts in process, less progress payments   3,148,259             2,592,006
Inventories                                    1,652,815             1,590,967
Prepaid expenses                                 304,005               227,266
                                           -------------            ----------
         Total current assets                  6,553,969             5,603,895

Property, plant and equipment, net             2,046,958             1,802,012
Other assets                                   6,655,225             3,720,169
                                           -------------           -----------
                                             $15,256,152           $11,126,076
                                           =============           ===========

LIABILITIES  AND  STOCKHOLDERS'  EQUITY

Notes payable and current portion
   of long-term debt                         $  2,174,785          $ 2,226,935
Accounts payable                                1,265,300            1,125,881
Advance payments, less contracts in process       389,327              341,326
Accrued expenses                                1,515,709              997,691
                                             ------------          -----------
         Total current liabilities              5,345,121            4,691,833

Accrued retiree benefits                          423,793              249,992
Federal and foreign income taxes,
   including deferred                              85,765               85,765
Long-term debt                                  4,386,377            1,500,476
Stockholders' equity                            5,015,096            4,598,010
                                             ------------          -----------
                                              $15,256,152          $11,126,076
                                             ============          ===========

The accompanying notes are an integral part of the financial statements.

<PAGE>    3 

<TABLE>
<CAPTION>

                 RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED

                        STATEMENTS OF INCOME (Unaudited)

                                          Three Months Ended         Nine Months Ended
                                  Sept. 28, 1997  Sept. 29, 1996     Sept. 28, 1997   Sept. 29, 1996
                                  --------------  -------------     --------------   --------------
                                                 (In thousands except per share data)
<S>                                <C>            <C>                 <C>           <C>
Net sales                           $3,445,310     $3,032,360          $9,669,204    $8,946,745
                                    ----------     ----------          ----------    ----------
Cost of sales                        2,635,702      2,428,087           7,426,576     7,004,735
Administrative and selling expenses    269,501        254,358             811,871       781,655
Research and development expenses      120,510         76,862             290,057       254,326
Special charge                               -         34,000                   -        34,000
                                    ----------     ----------          ----------    ----------
Total operating expenses             3,025,713      2,793,307           8,528,504     8,074,716
                                    ----------     ----------          ----------    ----------
Operating income                       419,597        239,053           1,140,700       872,029
                                    ----------     ----------          ----------   -----------
Interest expense                       119,810         70,827             262,593       185,684
Interest and dividend income            (9,291)       (60,314)            (24,341)      (92,884)
Other (income) expense, net            (13,189)         2,623             (12,050)      (42,613)
                                    ----------     ----------          ----------    ----------
Non-operating expense, net              97,330         13,136             226,202        50,187
                                    ----------     ----------          ----------    ----------
Income before taxes                    322,267        225,917             914,498       821,842
Federal and foreign income taxes       111,047         38,027             310,366       238,069
                                    ----------     ----------          ----------    ----------
Net income                          $  211,220     $  187,890          $  604,132    $  583,773
                                    ==========     ==========          ==========    ==========

Earnings per common share               $0.89           $0.80               $2.56         $2.45
Average number of common shares
     outstanding during period        236,411         235,932             236,327       237,833
Dividends declared per common share     $0.20           $0.20               $0.60          0.60

 The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>    4


                 RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED

                      STATEMENTS OF CASH FLOWS (Unaudited)

                                                         Nine Months Ended
                                                      Sept. 28,     Sept. 29, 
                                                         1997          1996    
                                                      ---------     ----------
                                                           (In thousands)
Cash flows from operating activities:
     Net income                                       $  604,132    $  583,773
     Adjustments to reconcile net income to
     net cash provided by operating activities
         Depreciation and amortization                   325,326       271,321
         Special charge                                        -        34,000
         Sale of receivables                           1,080,500       524,500
         Gain on sale of operating unit                  (13,000)            -
         Other adjustments, net                       (1,702,995)   (1,934,741)
                                                      ----------    ----------
Net cash provided by (used in) operating activities      293,963      (521,147)
                                                      ----------    ----------
Cash flows from investing activities:
     Additions to property, plant and equipment         (305,381)     (287,597)
     Payment for purchase of acquired companies,
         net of cash received                         (3,018,277)     (584,390)
     Proceeds from sale of operating unit, net           522,200        66,551
     Additions to intangible assets                       (8,684)      (36,207)
     All other, net                                      (86,059)       (5,481)
                                                      -----------   ----------
Net cash used in investing activities                  (2,896,201)    (847,124)
                                                      -----------   ----------
Cash flows from financing activities:
     Change in short-term debt                            (52,150)   1,721,396
     Change in long-term debt                           2,885,901       (3,122)
     Dividends                                           (141,808)    (142,317)
     Purchase of treasury shares                          (65,256)    (305,842)
     Proceeds under common stock plans                     48,722       45,047
     All other, net                                        60,069        4,992
                                                      -----------   ----------
Net cash provided by financing activities               2,735,478    1,320,154
                                                      -----------   ----------
Effect of foreign exchange rates on cash                   (3,986)        (663)
                                                      -----------   ----------
Net increase (decrease) in cash and cash equivalents      129,254      (48,780)
Cash and cash equivalents at beginning of year            137,379      208,614
                                                      -----------   ----------
Cash and cash equivalents at end of third quarter     $   266,633   $  159,834
                                                     ============   ==========

The accompanying notes are an integral part of the financial statements.

<PAGE>     5
                 RAYTHEON COMPANY AND SUBSIDIARIES CONSOLIDATED

                          NOTES TO FINANCIAL STATEMENTS

(1) Details of certain balance sheet accounts are as follows:

                                                 Sept. 28, 1997  Dec. 31, 1996
                                                 --------------  -------------
                                                       (In thousands)
Cash and marketable securities
     Cash and cash equivalents                   $  266,633       $  137,379
     Marketable securities                            1,051            1,442
                                                 ----------       ----------
         Total cash and marketable securities    $  267,684       $  138,821
                                                 ==========       ==========

Inventories
     Finished goods                              $  371,977       $  616,660
     Work in process                                934,847          650,132
     Material and purchased parts                   503,968          482,152
     Excess of current cost over LIFO values       (157,977)        (157,977)
                                                -----------       ----------
         Total inventories                       $1,652,815       $1,590,967
                                                 ==========       ==========

Property, plant and equipment
     At cost                                     $4,928,196       $4,490,359
     Accumulated depreciation and amortization   (2,881,238)      (2,688,347)
                                                 ----------       ----------
         Net property, plant and equipment       $2,046,958       $1,802,012
                                                 ==========       ==========

Stockholders' equity
     Preferred stock, no outstanding shares      $        -       $        -
     Common stock, outstanding shares               236,331          236,250
     Additional paid-in capital                     353,174          307,451
     Equity adjustments                             (40,670)         (11,966)
     Retained earnings                            4,466,261        4,066,275
                                                 ----------       ----------
        Total stockholders' equity               $5,015,096       $4,598,010
                                                 ==========       ==========

(2) In connection with the sale of receivables as noted in the Statement of
Cash  Flows, the following special purpose entities were established in
accordance with Statement of Financial Accounting Standards No. 125, Accounting
for  Transfers and Servicing of Financial Assets and Extinquishments of
Liabilities: Raytheon Aircraft Receivables Corporation, Raytheon Commercial
Appliances Finance Corporation, Raytheon Appliances/Amana Receivables
Corporation, Raytheon Commercial Appliances Receivables Corporation and Raytheon
Engineers & Constructors Receivables Corporation.

<PAGE>    6

(3) The company will adopt Statement of Financial  Accounting Standards No. 128,
Earnings per Share,  in the fourth quarter of 1997. The adoption is not expected
to have a  material  effect on the  company's  financial  position,  results  of
operations, or earnings per share.

(4) The company will adopt Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income, in 1998, by making the appropriate
 disclosures.

(5) The company will adopt Statement of Financial Accounting Standards No. 131,
Disclosure about Segments of an Enterprise and Related Information, in 1998, by
making the appropriate disclosures.

(6) Certain amounts in the 1996 financial statements have been reclassified to
conform with the 1997 presention.

(7) 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.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Third Quarter 1997 versus 1996

         Raytheon  Company  reported third quarter  earnings of $211.2 million,
or $.89 per share, on record third quarter sales of $3.445 billion.

         The third quarter 1997 earnings of $211.2  million,  or $.89 per share,
were achieved despite higher non-operating  expense of $84 million.  This higher
non-operating  expense included $49 million of increased  interest expense,  $51
million of lower interest income primarily associated with non-recurring R&D tax
credits  recorded in the third  quarter of last year,  and $16 million of higher
other  income  including  a $13 million  gain on the sale of several  operations
within the Major  Appliances  segment.  The sale of these  appliance  operations
contributed 3 cents per share to the 1997 third quarter earnings.

         The third quarter  earnings of $211.2 million were up slightly from the
$210.0 million  recorded in the third quarter of 1996. The 1996 earnings exclude
a $22.1 million after-tax  special charge.  Earnings per share of $.89 were flat
with 1996,  and 1997  sales of $3.445  billion,  including  the  acquisition  of
Raytheon  TI Systems,  were up 14 percent  from the $3.032  billion  recorded in
1996.  Including the special after-tax  charge,  reported earnings for the third
quarter of 1996 were $187.9 million or $.80 per share compared to $.89 per share
in the third quarter of 1997.

         The 1997 third quarter effective tax rate of 34.5 percent compares to a
19.2  percent  effective  tax rate,  excluding  the special  charge,  during the
comparable  period  last year  reflecting  $38 million in  nonrecurring  R&D tax
credits recorded in 1996.

         During  the  quarter,  Raytheon  completed  the  acquisition  of  Texas
Instruments' (TI) defense business.  The bond offering to finance the TI defense
acquisition was successfully completed with substantial  over-subscription.  The
sale of several operations of the Appliance Group was also completed.

<PAGE>    7

         Shortly after the close of the quarter,  the Department of Justice gave
approval to the merger of Hughes  Electronics'  defense operations and Raytheon.
The Hughes  defense-Raytheon  merger,  once  completed,  will  create a combined
company of more than 120,000 employees, with approximately $20 billion in sales,
on a 1996 pro forma basis,  of which over $13 billion is attributable to defense
and government electronics. The merger is subject to approval by stockholders of
Raytheon and General Motors, including GM Class H common stockholders.

         The Aircraft  segment reported record third quarter sales and operating
income of $594 million and $61 million, respectively. The 19 percent increase in
sales and 85 percent increase in operating income over the third quarter of 1996
reflected substantially increased shipments of general aviation aircraft.

         The  Electronics  segment led  Raytheon's  increase  with record  third
quarter sales and operating income, as segment sales grew 33 percent and segment
operating income increased 65 percent,  compared with the third quarter of 1996.
These increases include partial results for Raytheon TI Systems.  Both sales and
operating income were up for Raytheon Electronic Systems, Raytheon E-Systems and
Commercial Electronics compared to the same period a year ago, with record sales
and operating  income for the quarter for Raytheon  E-Systems,  and strong sales
and operating income for Raytheon Electronic Systems and Commercial Electronics.
Raytheon  Electronic  Systems recorded its third successive quarter of increased
sales and operating income.

         The Engineering & Construction  segment  reported  quarterly  operating
income of $39  million on  revenues  of $752  million.  Sales were down from the
third quarter of 1996 due to delays in funding of new international orders and a
slower than anticipated pace of several turnkey  projects.  Operating income was
flat with the third quarter of 1996.

         Raytheon  Engineers & Constructors has experienced  delays in the award
and funding of international projects that have adversely affected its financial
performance during 1997. While the company is trying to address this trend, such
delays are continuing currently.

         The Major  Appliances  segment  reported  third  quarter  sales of $297
million and operating income of $6 million.  On September 10, Raytheon completed
the sale of the home  appliance,  heating and air  conditioning  and  commercial
cooking operations of its Appliance Group to Goodman  Manufacturing  Company, L.
P., of  Houston,  Texas.  Raytheon  has  retained  the  commercial  laundry  and
electronic  controls  operations  of the Appliance  Group.  Raytheon is a market
leader in commercial  laundry.  In 1996, these two operations combined accounted
for  approximately  20 percent  of  revenues  and 50 percent of profits  for the
Appliance  Group.  Raytheon is continuing its strategic  evaluation of these two
businesses.


<PAGE>    8

Segment Data

                                Three Months Ended      Nine Months Ended
Sales                          Sept. 28,  Sept. 29,   Sept. 28,  Sept. 29, 
- -----                            1997       1996        1997       1996
                               -------------------    -------------------
                                             (In millions)

Electronics                    $1,802     $1,358      $4,791     $3,992
Engineering & Construction        752        792       2,198      2,305
Aircraft                          594        498       1,649      1,494
Major Appliances                  297        384       1,031      1,156
                               ------     ------      ------     ------   
         Total sales           $3,445     $3,032      $9,669     $8,947

Segment Income

Electronics                    $  314     $  190      $  803     $  590
Engineering & Construction         39         39         144        156
Aircraft                           61         33         150        105
Major Appliances                    6         11          44         55
                               ------     ------      ------     ------
         Total segment income  $  420     $  273      $1,141     $  906

Segment Income as a
Percent of Sales

Electronics                     17.4%     14.0%       16.8%      14.8%
Engineering & Construction       5.2       4.9         6.6        6.8
Aircraft                        10.3       6.6         9.1        7.0
Major Appliances                 2.0       2.9         4.3        4.8
                                ----      ----        ----       ----
         Total segment income   12.2%      9.0%       11.8%      10.1%
         as a percent of sales

     Certain  reclassifications of prior period information were made to conform
to the current year presentation.

     Sales to the U. S.  government,  including  Foreign  Military  Sales,  were
$1.621 billion,  an increase of $345 million or 27.0 percent from the comparable
quarter of 1996 due principally to the acquisition of Raytheon TI Systems. U. S.
government  sales were 47.1 percent of consolidated  net sales in 1997, and were
42.1 percent of sales in 1996.

     Administration and selling expenses were $269.5 million or 7.8 percent of
sales in 1997 versus $254.4 million or 8.4 percent of sales in 1996. The percent
decline was primarily from record sales in the Aircraft and Electronics
segments.

     Research and development expenses were $120.5 million or 3.5 percent of
sales in 1997 versus $76.9 million or 2.5 percent of sales in 1996. Research and
development expenses increased due to the acquisition of Raytheon TI Systems and
increased spending in the Aircraft segment.

     Operating  income was $419.6 million or 12.2 percent of sales versus $273.1
million or 9.0 percent of sales, excluding the special charge, in 1996. 
Operating income in 1997 was 53.7 percent above 1996.

<PAGE>    9

     Interest expense increased to $119.8 million in 1997 from $70.8 million 
in 1996.  The  increase  was due to higher debt levels from the acquisition of
Raytheon TI Systems and higher short-term interest rates.

     Interest  and  dividend  income  declined to $9.3  million in 1997 from
$60.3 million in 1996. The 1996 results included accrued interest on a
retroactive federal income tax refund claim.

     Other (income) expense, net for 1997 was income of $13.2 million versus
expense of $2.6 million in 1996. The 1997 results  included $13.0 million income
before  tax from the sale of  several  operations  within  the Major  Appliances
segment.

      The 1997 effective tax rate of 34.5 percent reflects the statutory rate
of 35 percent  reduced by Foreign Sales  Corporation tax credits and incremental
research and development tax credits applicable to certain government contracts,
partially offset by non-deductible amortization of goodwill.

    For reasons  discussed  above,  net income for 1997 was $211.2  million
versus $210.0 million,  excluding the special charge, in 1996. The 1996 earnings
including the special charge were $187.9 million.

    Earnings  per  common  share  for the third  quarter  of 1997 were $.89
versus $.80, including the special charge, in 1996. The average number of shares
outstanding  during the third  quarter of 1997 was 236.4  million  versus  235.9
million in 1996.

Nine Months 1997 versus 1996

     Consolidated  net sales during the first nine months of 1997  increased
by 8.1 percent to $9.669 billion from $8.947 billion in 1996. Sales increased in
the Electronics and Aircraft  segments,  partially  offset by lower sales in the
Engineering & Construction and Major Appliances segments.

      Sales to the U. S. government were $4.310 billion in the first nine months
of 1997 versus $3.708 billion in 1996 and were 44.6 percent of consolidated net
sales in 1997 versus 41.4 percent in 1996.

     Operating  income was $1.141  billion or 11.8  percent of sales in 1997
versus $906.0 million or 10.1 percent of sales, excluding the special charge, in
1996.  Operating income for the first nine months of 1997 was 25.9 percent above
1996.

      Non-operating  expense was $226.2  million in 1997 versus $50.2 million
in 1996.  Interest  expense  increased to $262.6  million from $185.7 million in
1996 due principally to the acquisition of Raytheon TI Systems in July 1997, the
acquisitions of Chrysler Technologies and Rust Engineering in the second quarter
of 1996 and higher  short-term  interest  rates.  Interest and  dividend  income
decreased to $24.3 million in 1997 from $92.9 million in 1996.  The 1996 results
included  accrued  interest on a  retroactive  federal  income tax refund claim.
Other income was $12.1  million in 1997 versus $42.6  million in 1996.  The 1996
results  included  $40.0  million  income  before  tax  from  the  release  of a
contingency reserve associated with the sale of a business.

         The  effective  tax rate of 33.9 percent in 1997 reflects the statutory
rate of 35 percent reduced  principally by Foreign Sales Corporation tax credits
and  incremental  research and  development  tax credits  applicable  to certain
government  contracts,   partially  offset  by  non-deductible  amortization  of
goodwill.

<PAGE>    10

         For reasons  discussed  above,  net income for 1997 was $604.1  million
versus $605.9  million,  excluding the special  charge,  in 1996.  Including the
special  charge,  net income  increased  from  $583.8  million in 1996 to $604.1
million for the first nine months of 1997.

         Earnings  per share were  $2.56 for the first  nine  months of 1997 and
$2.45 for the comparable period of 1996, including the special charge.  Earnings
per share in 1996 were $2.55 excluding the special charge. The average number of
common  shares  outstanding  was 236.3 million for the first nine months of 1997
versus 237.8 million for 1996. During the first nine months of 1997, outstanding
shares were increased by 1.3 million principally due to the exercise of employee
stock options.  These were mostly offset by the repurchase of 1.2 million shares
on the open market at a cost of $65.3 million.

         On February 22, 1995, the Board of Directors  authorized the repurchase
of up to 12 million  shares of the company's  common stock.  There have been 9.5
million shares purchased under this authorization.

         The book value of common stock outstanding at the end of the period was
$21.22 as compared  with $19.46 at December 31, 1996 and $18.85 at September 29,
1996.

         All share and per share  data have been  restated  for the  two-for-one
stock split on October 23, 1995.

         Backlog consisted of the following at:

                            Sept. 28,       Dec. 31,      Sept. 29,
                              1997           1996           1996
                            ---------       --------      ---------
                                         (In millions)

 Electronics                  $ 8,757       $ 7,303       $ 6,824
 Engineering & Construction     3,167         3,565         3,101
 Aircraft                       1,543         1,163         1,284
 Major Appliances                  44            35            45
                              -------       -------       --------
   Total backlog              $13,511       $12,066       $11,254
 U. S. government backlog
 included above               $ 6,706       $ 5,637       $ 4,918

      During  the first nine  months of 1997  there was a positive  cash flow
from  operations of $294.0 million versus a negative cash flow of $521.1 million
for the comparable period in 1996. Net income plus depreciation and amortization
provided a positive cash flow of $929.5 million.  Working capital  requirements,
principally  receivables,  contracts  in process  and  inventories  were  $1.703
billion in the period. The company sold $1.081 billion of receivables, including
appliance,  general and commuter  aviation  eligible  long-term  receivables and
eligible engineering and construction and appliance short-term receivables, to a
bank syndicate and other financial institutions.  During the period, the company
used $2.496 billion for net  acquisitions and  divestitures,  $305.4 million for
additions to property,  plant and  equipment  and $141.8  million for payment of
dividends.  Principally as a result of the above, total debt increased by $2.834
billion. Short-term debt decreased by $52.2 million. Long-term debt increased by
$2.886  billion  due to the  acquisition  of  Raytheon  TI  Systems  which  also
increased  excess  of cost  over net  assets  of  acquired  companies  by $2.921
billion.  On August 12,  1997,  Raytheon  completed  a public  offering  of $3.0
billion  aggregate  principal  amount  of  Raytheon  notes  offered  with  final
maturities of three, five, 10 and 30 years.

<PAGE>    11

         Debt,  net of cash and  marketable  securities,  was $6.293  billion at
September  28, 1997,  as compared  with $3.589  billion at December 31, 1996 and
$4.273  billion  at  September  29,  1996.  Net  debt as a  percentage  of total
capitalization  was 55.7 percent at September  28, 1997,  as compared  with 43.8
percent at December 31, 1996 and 49.0 percent at September 29, 1996.

         Capital  expenditures  were $305.4 million for the first nine months of
1997  versus  $287.6  million  for  the  first  nine  months  of  1996.  Capital
expenditures  in 1997 are  expected  to be  moderately  above  the  1996  level,
excluding the effect of acquisitions.

         Dividends  declared  to  stockholders  in the first nine months of 1997
were $141.8  million  versus $142.3  million in 1996. The dividend rate was $.20
per quarter for the first three quarters of 1997 and for all quarters of 1996.

         Total  employment  was 80,700 at  September  28, 1997 versus  75,300 at
December 31, 1996, and 76,400 at September 29, 1996. The increase from September
29, 1996 is due principally to the acquisition of Raytheon TI Systems, partially
offset by the sale of several operations within the Major Appliances segment and
employee reductions in the Aircraft and Engineering & Construction segments.

         Credit ratings for the company, based on the acquisition of Raytheon TI
Systems and the company's  proposed  merger with the defense  business of Hughes
Electronics Corporation,  have been established by Moody's at P-2 for short-term
borrowing and Baa1 for senior debt, by Standard and Poor's at A-3 for short-term
borrowing and BBB for senior debt. Duff & Phelps has provided ratings of D-2 for
short-term borrowing and BBB+ for senior debt. The company expects that its cash
flow from  operations  and  asset  reductions  will be  sufficient  to  maintain
investment  grade credit ratings and available debt financing will be sufficient
to meet any additional funding requirements in 1997.

         The company  announced in the third  quarter of 1996 that it would exit
the  manual-clean  range  market  and  dispose  of the  assets  related  to that
operation,  including  its facility  located in Delaware,  Ohio,  and recorded a
$34.0 million  pre-tax charge for this closing.  The after-tax  effect was $22.1
million or $.09 per share.

         The  company  enters  into  interest  rate swaps and  foreign
currency  forward  agreements with commercial and investment banks to reduce the
impact of changes in interest rates and foreign exchange rates on long-term debt
and on  purchases,  sales and  financing  arrangements  with  lenders,  vendors,
customers  and  foreign  subsidiaries.  The company  meets its  working  capital
requirements  mainly with variable rate short-term  financing.  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.  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 the  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 

<PAGE>    12

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 provisions already
recorded.

      The company will adopt Statement of Financial  Accounting Standards No.
128,  Earnings  per Share,  in the fourth  quarter of 1997.  The adoption is not
expected to have a material effect on the company's financial position,  results
of operations, or earnings per share.

     The company will adopt Statement of Financial Accounting Standards No.
130, Reporting Comprehensive Income, in 1998, by making the appropriate 
disclosures.

     The company will adopt Statement of Financial  Accounting Standards No.
131,  Disclosures  about Segments of an Enterprise and Related  Information,  in
1998, by making the appropriate disclosures.

Forward Looking Statements

     Statements  which are not historical facts contained in this report are
forward-looking  statements  that involve risks and  uncertainties.  These risks
include,  in addition to the specific  uncertainties  referenced in this report,
the ability to realize anticipated cost efficiencies from the recently completed
acquisition of the defense systems and electronics business of Texas Instruments
and the  pending  merger of the  company  with the  defense  business  of Hughes
Electronics   Corporation,   the  effect  of  worldwide   political  and  market
conditions,  the impact of  competitive  products  and pricing and the timing of
awards and contracts,  particularly international contracts. Further information
regarding the factors that could cause actual results to differ  materially from
projected results can be found in Raytheon's  reports filed with the Securities
and Exchange Commission, including our Annual Report on Form 10-K for the fiscal
year ended  December 31, 1996 and our Current  Reports on Form 8-K dated January
16, 1997 and May 23, 1997.

PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

          (a)     Exhibits - Exhibit 27 Financial  Data  Schedule (filed  only
                  electronically with the Securities and Exchange Commission).

          (b)     Reports on Form 8-K:

                  Raytheon Company Current Reports on Form 8-K dated July 1,
                  1997, July 14, 1997, October 6, 1997 and October 13, 1997.

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
November 11, 1997                               Chief Financial Officer


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