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Raytheon Co · DEF 14A · For 4/19/94

Filed On 4/19/94 · SEC File 1-02833 · Accession Number 82267-94-2

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 4/19/94  Raytheon Co                       DEF 14A     4/19/94    2:24

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     1994 Proxy Statment                                   20     79K 
 2: EX-99       Proxy Cards                                            4     12K

DEF 14A · 1994 Proxy Statment

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PAGE 1

---------------------------------------------------------------
RAYTHEON
----------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 25, 1994

The Annual Meeting of Stockholders of Raytheon Company will be held
at Raytheon's Executive Offices, 141 Spring Street, Lexington,
Massachusetts 02173, at 2:00 p.m. on Wednesday, May 25, 1994 for the
following purposes:

1. To elect four directors for a term of three years.

2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on April 4, 1994 are
entitled to notice of and to vote at the meeting.

Please sign your proxy and return it in the enclosed, postage-paid
envelope so that you may be represented at the meeting. If you attend the
meeting and wish to vote by ballot, your proxy will be cancelled.

By order of the Board of Directors,

/s/ Christoph L. Hoffmann

CHRISTOPH L. HOFFMANN
Secretary

Lexington, Massachusetts 02173
April 19, 1994

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PAGE 2

RAYTHEON COMPANY

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 25, 1994

This Proxy Statement and the enclosed proxy are being furnished in
connection with the solicitation of proxies by the Board of Directors of
Raytheon Company (the "Company") from holders of the Company's common
stock, par value $1.00 per share ("Common Stock"), for use at the Annual
Meeting of Stockholders to be held May 25, 1994, and at any adjournment
thereof, for the purposes set forth in the accompanying notice. The
Company will bear all costs relating to the solicitation of proxies from
its stockholders. In addition to soliciting proxies by mail, the Company's
officers and employees, without receiving additional compensation, may
solicit proxies by telephone, by telegram or in person. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable out-of-pocket expenses incurred by them in sending the
proxy materials to beneficial owners of Common Stock.

This Proxy Statement is first being sent to stockholders on or about
April 19, 1994.

All shares of Common Stock represented by properly signed and dated
proxies received by the Company prior to the meeting will, unless such
proxies have been revoked, be voted in accordance with the instructions on
such proxies. If no instruction is indicated, the shares will be voted FOR
the election of the four nominees for director listed in this Proxy
Statement and, in the discretion of the persons named in the proxy, on
such other matters as may properly come before the meeting. Any
stockholder who has given a proxy may revoke such proxy at any time before
it is voted at the Annual Meeting by delivering to the Secretary written
notice of revocation or a duly executed proxy bearing a later date or by
attending the meeting and voting in person.

If a stockholder is a participant in the Company's Stock Ownership
Plan or Savings and Investment Plan, the proxy will represent the number
of shares allocated to the participant's account under the plan(s). For
those shares held in the plans, the proxy will serve as a direction to the
plan trustee as to how the shares are to be voted.

All votes, whether by proxy or ballot, will be tabulated by an
independent business entity, which will not disclose the vote of any
stockholder except as is (i) required by law, (ii) necessary in connection
with a judicial or regulatory action or proceeding, (iii) necessary in
connection with a contested proxy or consent solicitation, or (iv)
requested by the stockholder casting such vote. Any comment written on a
proxy card will be provided to the Secretary without disclosing the
stockholder's vote unless necessary to an understanding of the comment.
Abstentions and broker non-votes will be tabulated in determining the
presence of a quorum, but will be treated as votes withheld with respect
to matters submitted to a vote.

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PAGE 3

VOTING SECURITIES

The record date for the determination of stockholders entitled to
vote at the meeting is the close of business on April 4, 1994, at which
time the Company had issued and outstanding 134,998,209 shares of Common
Stock. Each share is entitled to one vote with respect to all matters
which may be properly submitted to a vote of stockholders at the Annual
Meeting.

ELECTION OF DIRECTORS

The Company's Restated Certificate of Incorporation provides that its
Board of Directors shall be divided into three classes, each class being
as nearly equal in number as possible, and that at each Annual Meeting of
Stockholders the successors to the Directors whose terms expire that year
shall be elected for a term of three years.

To be elected as a director, each nominee must receive the favorable
vote of a plurality of the shares represented and entitled to be voted at
the meeting. Unless otherwise directed, proxies received pursuant to this
solicitation will be voted for the election of the four nominees listed
below who have been designated by the Board of Directors. If, on account
of death or unforeseen contingencies, any of these persons is unavailable
for election, the proxies will be voted for a substitute nominee
designated by the Board of Directors.

Nominees for the Class of Directors Whose Terms Expire in 1997

FRANCIS H. BURR

Director since 1977. Of Counsel, law firm of Ropes & Gray. Principal
Business: Law. Age 79.

THOMAS L. PHILLIPS

Director since 1962. Retired Chairman of the Board and Chief Executive
Officer, Raytheon Company. Age 69. Director: John Hancock Mutual Life
Insurance Company; Knight-Ridder, Inc.; Digital Equipment Corporation;
Systems Research and Applications. Trustee: State Street Research Funds;
MetLife-State Street Funds.

WARREN B. RUDMAN

Director since September 1993. Partner, law firm of Paul, Weiss, Rifkind,
Wharton and Garrison since January 1992. Principal Business: Law. Prior
thereto, Mr. Rudman served as a United States Senator from 1980 through
January 1992. Age 63. Director: Chubb Corporation; several mutual funds
managed by Dreyfus Corporation.

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PAGE 4

JOSEPH J. SISCO

Director since 1977. Partner, Sisco Associates. Principal Business:
Management Consultant. Age 74. Director: Tenneco Inc.; Braun AG; The
Interpublic Group of Companies, Inc.

Directors Whose Terms of Office Continue

CHARLES F. ADAMS

Director, 1938 to 1942 and since 1946. Term expires 1995. Retired Chairman
of the Board, Raytheon Company. Age 83.

MAX E. BLECK

Director since November 1990. Term expires 1995. President since March 1,
1991. Prior thereto, Mr. Bleck served as President and Chief Executive
Officer of Beech Aircraft Corporation from 1987. Age 67.

FERDINAND COLLOREDO-MANSFELD

Director since 1987. Term expires 1996. Chairman and Chief Executive
Officer, Cabot Partners since October, 1990. Prior thereto, Mr.
Colloredo-Mansfeld was Chairman and Chief Executive Officer, Cabot, Cabot
& Forbes Realty Advisers, Inc. (predecessor of Cabot Partners) and
Chairman, Chief Executive Officer and President of Cabot, Cabot and Forbes
from 1986. Principal Business: Real Estate Investment and Management. Age
54. Director: Shawmut National Corporation; Data General Corporation.

THEODORE L. ELIOT, JR.

Director since 1983. Term expires 1995. Dean Emeritus of the Fletcher
School of Law and Diplomacy, Tufts University; former U.S. Ambassador.
Principal Business: International Relations. Age 66. Director:
Neurobiological Technologies, Inc.

BARBARA B. HAUPTFUHRER

Director since 1987. Term expires 1996. Principal Business: Corporate
Director. Age 65. Director: The Vanguard Group of Investment Companies and
each of the mutual funds in the Group; The Great Atlantic and Pacific Tea
Co., Inc.; Knight-Ridder, Inc.; Massachusetts Mutual Life Insurance
Company; Alco Standard Corporation.

RICHARD D. HILL

Director since 1974. Term expires 1996. Retired Chairman, Bank of Boston
Corporation and The First National Bank of Boston. Principal Business:
Corporate Director. Age 74.

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PAGE 5

JAMES N. LAND, JR.

Director since 1978. Term expires 1995. Principal Business: Corporate
Financial Advisor. Age 64. Director: E.W. Blanch Holdings, Inc.

DENNIS J. PICARD

Director since 1989. Term expires 1995. Chairman of the Board and Chief
Executive Officer since March 1, 1991. Prior thereto, Mr. Picard served as
President from 1989 and as Senior Vice President, General Manager of the
Missile Systems Division from 1985. Age 61. Director: State Street
Corporation.

ALFRED M. ZEIEN

Director since 1992. Term expires 1996. Chairman of the Board and Chief
Executive Officer of The Gillette Company since 1991. Prior thereto, Mr.
Zeien served as President of Gillette from 1991 and as Vice Chairman,
Gillette International/Diversified Operations from 1988. Principal
Business: Consumer Goods and Services. Age 64. Director: Bank of Boston;
The Gillette Company; Polaroid Corporation; Massachusetts Mutual Life
Insurance Company; Repligen Corporation.

SECURITY OWNERSHIP

Directors and Executive Officers

As of February 27, 1994, the following directors and named executive
officers and the directors and all executive officers as a group were the
beneficial owners (as defined by the Securities and Exchange Commission)
of the number of shares of Common Stock indicated below:

Number of Shares
Beneficial Owner and Nature of Percent
or Group Beneficial Ownership of Class
--------------- -------------------- --------
Charles F. Adams 644,936 *
Max E. Bleck 68,717(1) *
Francis H. Burr 2,000 *
Ferdinand Colloredo-Mansfeld 2,000 *
Theodore L. Eliot, Jr. 1,000(2) *
Barbara B. Hauptfuhrer 1,000(3) *
Richard D. Hill 3,234 *
Christoph L. Hoffmann 22,041(4) *
James N. Land, Jr. 3,000 *
Thomas L. Phillips 124,824 *
Dennis J. Picard 272,734(5) *
Warren B. Rudman 0(6) *
Sheldon Rutstein 38,319(7) *
Joseph J. Sisco 1,199 *
William H. Swanson 59,258(8) *
Alfred M. Zeien 1,000 *

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PAGE 6

All directors and executive
officers as a group, (30 in
number,including those
listed above). 1,561,595(9,10) 1.15%

------
* Less than one percent of the class

(1) Includes 4,441 shares to which Mr. Bleck has the right to acquire
beneficial ownership within sixty days of said date, 218 shares held
in the Raytheon Stock Ownership Plan and 16,000 restricted shares
over which he has voting power but no investment power.

(2) All shares held in trust and voting and investment power is shared.

(3) Excludes shares held by various mutual funds of the Vanguard Group of
Investment Companies. As a director of Vanguard, Mrs. Hauptfuhrer
shares voting and investment power in these shares with other
Vanguard directors. Mrs. Hauptfuhrer disclaims beneficial ownership
of all such shares.

(4) Includes 4,500 shares to which Mr. Hoffmann has the right to acquire
beneficial ownership within sixty days of said date, 41 shares held
in the Raytheon Stock Ownership Plan and 15,000 restricted shares
over which he has voting power but no investment power.

(5) Includes 79,019 shares to which Mr. Picard has the right to acquire
beneficial ownership within sixty days of said date, 377 shares held
in the Raytheon Stock Ownership Plan and 133,336 restricted shares
over which he has voting power but no investment power.

(6) Excludes shares held by any of the mutual funds of Dreyfus
Corporation. As a director of several funds managed by Dreyfus
Corporation, Mr. Rudman shares voting and investment power in the
shares held by such funds with the other directors of those funds and
with the directors of Dreyfus Corporation. Mr. Rudman disclaims
beneficial ownership of all such shares.

(7) Includes 18,000 shares to which Mr. Rutstein has the right to acquire
beneficial ownership within sixty days of said date, 319 shares held
in the Raytheon Stock Ownership Plan and 20,000 restricted shares
over which he has voting power but no investment power.

(8) Includes 35,000 shares to which Mr. Swanson has the right to acquire
beneficial ownership within sixty days of said date, 218 shares held
in the Raytheon Stock Ownership Plan and 24,000 restricted shares
over which he has voting power but no investment power.

(9) Share ownership includes, in the case of certain officers, a minor
number of shares held by trusts or family members as to which
beneficial ownership is disclaimed.

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PAGE 7

(10) Includes 340,804 shares to which individual members of the group have
the right to acquire beneficial ownership within sixty days of said
date, 6,595 shares held in the Raytheon Stock Ownership Plan and
285,336 restricted shares over which individuals have voting power
but no investment power.

THE BOARD OF DIRECTORS AND CERTAIN OF ITS COMMITTEES

Board of Directors' Meetings

The Board of Directors met eleven times during 1993. All directors
attended at least seventy-five percent of the aggregate number of meetings
of the Board of Directors and the Committees on which they served, with
the exception of Senator Rudman, who attended two of the three meetings of
the Board of Directors held since he was elected to the Board in September
1993.

Audit Committee

Directors Francis H. Burr, Richard D. Hill and James N. Land, Jr.
serve as members of the Audit Committee of the Board of Directors. The
Audit Committee met three times during 1993. The Committee's duties are to
consult with and make inquiry of the Company's outside auditors from time
to time; to review procedures followed and reports submitted by such
outside auditors; to make such further investigations of the Company's
financial affairs as it deems appropriate; to report to the Board of
Directors on the results of such consultation and investigation; and to
recommend to the Board of Directors the engagement of the Company's
outside auditors.

Compensation Committee

Directors Charles F. Adams, Barbara B. Hauptfuhrer, Richard D. Hill,
Joseph J. Sisco and Alfred M. Zeien serve as members of the Compensation
Committee of the Board of Directors. The Compensation Committee met twelve
times during 1993. The Committee's duties are to develop, review and
recommend to the Board of Directors compensation programs for the
executive officers of the Company as more fully described in its Report
below.

Planning and Nominating Committee

Directors Charles F. Adams, Francis H. Burr, Theodore L. Eliot, Jr.,
James N. Land, Jr., Thomas L. Phillips, Warren B. Rudman and Joseph J.
Sisco serve as members of the Planning and Nominating Committee of the
Board of Directors. The Planning and Nominating Committee met once during
1993. The Committee's duties are to study strategies for achieving
corporate goals, to propose to the Board of Directors candidates for
election to the Board and to make other recommendations relating to Board
membership. The Planning and Nominating Committee will consider
nominees recommended by stockholders. No formal procedures are required to
be followed by stockholders in submitting such recommendations.

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PAGE 8

Policy Committee

Directors Francis H. Burr, Ferdinand Colloredo-Mansfeld, Theodore L.
Eliot, Jr., Richard D. Hill, Barbara B. Hauptfuhrer, James N. Land, Jr.,
Warren B. Rudman, Joseph J. Sisco and Alfred M. Zeien serve as members of
the Policy Committee of the Board of Directors. The Policy Committee met
eight times during 1993. The Committee's duties are to consider such
matters of corporate policy as are referred to it from time to time and to
supervise and administer the Company's 1976 Stock Option Plan (the "Option
Plan") and to consider and make recommendations with respect to any
amendments to said plan.

Compensation of Directors

During 1993, each Board member, other than Messrs. Picard and Bleck,
was paid a quarterly retainer of $6,500 and, in addition, was paid a fee
of $1,000 for attendance at each meeting of the Board and each committee
meeting other than telephonic meetings and committee meetings of less than
two hours' duration held on the day of full Board meetings for which the
fee was $500.

In addition, Mr. Adams was paid $50,004 during 1993 for continuing
regular services as a consultant to the Company.

At its October 1992 meeting, the Board of Directors adopted the
Raytheon Company Retirement Plan for Directors. Under this plan, Directors
not eligible for benefits under any Company-sponsored pension plan, who
have served on the Board for at least five years, and who comply with a
prescribed non-competition agreement, will be entitled to a monthly
payment equal to one-twelfth the amount of the director's annual retainer
in effect at the time of the director's retirement from the Board.
Payments under the plan terminate upon the earlier of the death of the
retiree and his/her spouse or the expiration of fifteen consecutive years
from the initial payment under the plan.

EXECUTIVE COMPENSATION

Set forth below is information concerning the annual and long-term
compensation for services in all capacities to the Company of the only
individual to serve as the Company's chief executive officer during the
last completed fiscal year and the other four most highly compensated
executive officers of the Company (the "Named Officers") for the fiscal
years ended December 31, 1993, 1992 and 1991. No other executive officer
who departed during the last completed fiscal year had reportable salary
and bonus that would have placed such officer in the group of four highest
paid executive officers.

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PAGE 9

· Enlarge/Download Table
SUMMARY COMPENSATION TABLE

Long-Term Compensation
Annual Compensation Awards

(a) (b) (c) (d) (f) (g) (i)

Restricted All Other
Stock Compensa-
Name and Principal Salary Bonus Award(s)(1) Options tion(2)
Position Year ($) ($) ($) (#) ($)
-----------------------------------------------------------------------------------------------------------------------

Dennis J. Picard 1993 $870,762 $870,000 0 40,000 $ 9,642
Chairman of the 1992 $780,012 $600,000 0 20,000 $ 8,607
Board and Chief 1991 $708,342 $500,000 $8,362,500 0 $ 8,175
Executive Officer

Max E. Bleck 1993 $573,000 $385,000 0 30,000 $10,546
President 1992 $520,002 $325,000 0 15,000 $ 9,985
1991 $466,670 $280,000 $1,280,000 20,000 $ 9,603

Sheldon Rutstein 1993 $430,506 $275,000 0 10,000 $ 8,784
Senior Vice 1992 $390,006 $235,000 0 8,000 $ 8,151
President- 1991 $350,004 $210,000 $ 800,000 10,000 $ 7,736
Controller -
Chief Financial
Officer

William H. Swanson 1993 $377,070 $290,000 0 12,000 $ 6,555
Senior Vice 1992 $327,888 $230,000 0 8,000 $ 6,255
President and 1991 $285,012 $200,000 $ 960,000 10,000 $ 5,967
General Manager -
Missile Systems
Division

Christoph L. 1993 $322,500 $225,000 0 15,000 $ 7,450
Hoffmann 1992 $275,004 $180,000 $ 433,750 0 $ 7,156
Senior Vice 1991 $187,505 $150,000 200,000 17,000 $ 5,523
President and
Secretary

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PAGE 10
NOTES TO SUMMARY COMPENSATION TABLE

(1) The executive is not entitled to the cash amount shown in column (f) in the year the restricted stock award is
made. The awards vest over several years and are subject to the executive remaining employed by the Company. In
the event of a change of control of the Company (as defined in the plan pursuant to which awards are made), all
restrictions lapse and the awards become fully vested. Dividends are paid on restricted stock reported in column
(f).

The number and value at closing price on December 31, 1993 of the aggregate restricted, non-vested stock holdings
(over which the executive has voting but no investment power) of each of the named executives is as follows: Mr.
Picard, 133,336 shares, $8,800,176; Mr. Bleck, 16,000 shares, $1,056,000; Mr. Rutstein, 20,000 shares, $1,320,000;
Mr. Swanson, 24,000 shares, $1,584,000; Mr. Hoffmann, 15,000 shares, $990,000.

(2) Amounts represent the aggregate of life insurance premiums paid by the Company and contributions made by the
Company under the Stock Ownership Plan and Savings and Investment Plan as follows:

Mr. Picard: 1993-$4,001, $1,144, $4,497; 1992-$3,132, $1,111, $4,364; 1991-$2,892, $1,046, $4,237
Mr. Bleck: 1993-$4,905, $1,144, $4,497; 1992-$4,510, $1,111, $4,364; 1991-$4,320, $1,046, $4,237
Mr. Rutstein: 1993-$3,143, $1,144, $4,497; 1992-$2,676, $1,111, $4,364; 1991-$2,453, $1,046, $4,237
Mr. Swanson: 1993-$914, $1,144, $4,497; 1992-$780, $1,111, $4,364; 1991-$684, $1,046, $4,237
Mr. Hoffmann: 1993-$1,809, $1,144, $4,497; 1992-$1,854, $938, $4,364; 1991-$1,286, $0, $4,237

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PAGE 11

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Option Term(4)

(a) (b) (c) (d) (e) (f) (g)
No. of % of Total
Securi- Options
ties Un- Granted to
derlying Employees Exercise or
Options in Fiscal Base Price Expiration 5% ($) 10% ($)
Granted Year (2) ($/Share)(3) Date
Name (1)

Dennis J. Picard 1,687 .22% $59.25 6/22/03 $ 62,861 $ 159,302
38,313 4.98% $59.25 6/22/04 $1,612,502 $4,206,659

Max E. Bleck 1,687 .22% $59.25 6/22/03 $ 62,861 $ 159,302
28,313 3.68% $59.25 6/22/04 $1,191,626 $3,108,687

Sheldon Rutstein 1,687 .22% $59.25 6/22/03 $ 62,861 $ 159,302
8,313 1.08% $59.25 6/22/04 $ 349,874 $ 912,744

William H. Swanson 1,687 .22% $59.25 6/22/03 $ 62,861 $ 159,302
10,313 1.34% $59.25 6/22/04 $ 434,049 $1,132,338

Christoph L. 1,687 .22% $59.25 6/22/03 $ 62,861 $ 159,302
Hoffmann 13,313 1.73% $59.25 6/22/04 $ 560,312 $1,461,730

(1) Options become exercisable one year after the grant date.

(2) Total options granted to employees in 1993 = 769,000.

(3) Fair market value of underlying shares on the date of grant.

(4) The dollar amounts under these columns are the result of calculations at the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not intended to forecast possible future appreciation, if
any, of the Company's stock price. The Company did not use an alternative formula for a grant date valuation as it
is not aware of any formula which will determine with reasonable accuracy a present value because of the
unpredictability of future factors.

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PAGE 12

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES

(a) (b) (c) (d) (e)

Shares Value of Unexercised
Acquired on Value Number of Unexercised In-the-Money
Exercise Realized Options at FY End Options at FY End*
(#) $

Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable

Dennis J. Picard 32,492 $ 934,514 79,019 40,000 $2,217,881 $282,500

Max E. Bleck 80,559 $1,782,692 4,441 30,000 $ 101,588 $211,875

Sheldon Rutstein 14,000 $ 285,687 18,000 10,000 $ 444,563 $ 70,625

William H. Swanson 10,000 $ 269,688 35,000 12,000 $ 951,938 $ 84,750

Christoph L. 12,500 $ 188,109 4,500 15,000 $ 116,016 $105,938
Hoffmann

* Fair market value on December 31, 1993 = $66.3125

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PAGE 13

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

The Compensation Committee consists of Joseph J. Sisco, Chairman,
Charles F. Adams, Barbara B. Hauptfuhrer, Richard D. Hill and Alfred M.
Zeien. The Policy Committee consists of Richard D. Hill, Chairman, Francis
H. Burr, Ferdinand Colloredo-Mansfeld, Theodore L. Eliot, Jr., Barbara B.
Hauptfuhrer, James N. Land, Jr., Warren B. Rudman, Joseph J. Sisco and
Alfred M. Zeien. Charles F. Adams was Chairman of the Board of Directors
until May 28, 1975. Thomas L. Phillips was a member of the Compensation
Committee until September 22, 1993. Mr. Phillips was Chairman of the Board
of Directors and Chief Executive Officer until February 28, 1991. Ferdinand
Colloredo-Mansfeld is a principal owner of C-M Holdings L.P. C-M Holdings
L.P., through a subsidiary, leases an office, service area/warehouse to a
subsidiary of the Company at a rent of approximately $640,056 per year.

BOARD COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Company's executive compensation programs are developed and
reviewed by the Compensation and Policy Committees of the Board of
Directors. These programs align executive compensation with the Company's
business strategy and management initiatives and are intended to attract,
retain, motivate and reward executive managers of a caliber and level of
experience necessary to achieve the performance objectives of the Company.
The Board of Directors supports an integrated performance-oriented
compensation program that balances short- and long-term objectives to
maximize the value of the Company to its stockholders, and that puts
Company executives in a responsible competitive range of total
compensation, considering both the magnitude of business operations and
Company performance.

The Compensation Committee makes recommendations to the Board of
Directors with respect to base salary and makes bonus and long-term
incentive awards other than stock option awards under the Option Plan. The
Policy Committee makes stock option awards under the Option Plan. Both
committees work with the Company's independent compensation consultant,
Coopers & Lybrand, which provides information regarding current industry
and marketplace compensation data and practices.

Individual compensation awards are established based upon the
contribution the executive has made in attaining the Company's short-term
and strategic performance objectives as well as the executive's anticipated
future contribution. While earnings performance of the Company and its
constituent business units is of paramount significance in compensation
awards, the Committees are mindful of rewarding and encouraging executives
who are able to protect and further the Company's interests in the
drastically contracting defense industry environment and to promote and
further the Company's goals to diversify defense technologies and
strengthen its established non-defense businesses. Further, the Committees
take into consideration the attainment of global and long-term objectives
of the Company that may not be reflected in the current period's earnings

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PAGE 14

performance. The Company's executive compensation programs consist
primarily of the following integrated components:

Base Salary -- which is designed to compensate executives
competitively within the industry and marketplace.

Bonus Awards -- which provide a direct link between executive
compensation and the Company's performance.

Long-Term Incentives -- which consist of stock options and restricted
stock awards that link management decision making with long-term Company
performance and stockholder interests.

Base Salary. Base salary levels for the Chief Executive Officer
("CEO") and other executive officers of the Company are reviewed annually
by the Compensation Committee. The Committee's policy has been and
continues to be to maintain base salary levels based upon competitive
analyses compiled by the Company's independent compensation consultant.
The Company's compensation peer group includes the twenty-five Fortune 500
companies that rank immediately above and the twenty-five that rank
immediately below the Company on the basis of annual revenues as well as
most, though not all, of the companies represented in the peer group index
in the Comparison of Five Year Cumulative Total Return graph included in
this Proxy Statement.

Bonuses. All executive officers, including the CEO, participate in a
Management Incentive Plan, which compensates officers in the form of annual
cash bonuses. The Compensation Committee recommends the appropriation of
funds from operating revenues of the current year for purposes of
establishing an executive bonus pool. The size of the pool is based on the
Company's overall performance, as reflected by growth in earnings per share
and net income. The 1993 pool increased 2.9% over the 1992 pool, while
1993 earnings per share and net income increased 8% and 9%, respectively,
compared to the prior year. Individual awards reflect an executive
officer's contribution to the Company's performance. In the case of
operating executives, the primary performance criterion is the earnings
performance of the executive's business unit compared to the prior period
and the unit's business plan. In the case of senior staff executives, the
primary criteria are the effective performance of the staff function and
the executive's contribution to the overall management of the Company.
Consideration is also given to the executive officer's contribution towards
improvement in return on assets and long-term profitability and on
improving performance in such areas as technical achievement, on-time
deliveries, timely proposal submissions, improved billing and collection
practices, subcontractor control, and efficient personnel management.

Long-Term Incentives

Stock option grants, the Company's principal vehicle for payment of
long-term compensation, are made by the Policy Committee under the Option
Plan or the Compensation Committee under the Company's 1991 Stock Plan (the
"Stock Plan"). Similar to the process used in making annual base salary

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and bonus recommendations, option awards are based upon surveys of current
industry and marketplace compensation data. Award recommendations are made
on the basis of an executive's level of responsibility, value to the
organization and, in the case of operating executives, the organization's
earnings and sales performance, or, in the case of staff executives,
effective performance of the staff function and contribution to the overall
management of the Company. The size of each executive's award is
determined by considering prior awards and industry and marketplace
practices and norms for comparable positions. Equitable distribution
within the Company is also considered. Options are granted at the then
prevailing market value.

The Board of Directors believes that the grant of stock options
encourages executive officers to manage the Company from the perspective of
an owner with an equity stake in the business. As the value of the Company
increases over time, the value of the shares of stock underlying the
options granted to each of the executive officers increases, providing a
strong incentive for executive officers to maximize stockholder value over
time. Participation in the Option Plan and Stock Plan is not limited to
executive officers but extends to a broad range of key managers of the
Company. The Option Plan and Stock Plan have been approved by the
Company's stockholders.

Restricted stock awards are made by the Compensation Committee under
the Stock Plan. The Board of Directors believes that the award of
restricted stock encourages executive officers to manage the Company from
the perspective of an owner with an equity stake in the business.
Restricted stock awards also balance the short-term emphasis of annual
bonuses by providing a long-term incentive as the executive officer cannot
freely sell the restricted stock until the expiration of a period of time
(usually seven years) after the award is made. In addition, restricted
stock awards serve as a strong device for retaining managers, as a manager
who leaves the Company forfeits the unvested portion of the award.

CEO Compensation. Consistent with the determination of compensation
levels for other executive officers, the CEO's compensation is based upon
an assessment of industry and marketplace norms. In addition to its
assessment of industry and marketplace norms, the Compensation and Policy
Committees considered the following criteria in determining the CEO's 1993
bonus and stock option awards: improvement in the Company's earnings,
stock price and price-earnings ratio; the Company's solid performance
despite significant defense industry spending cuts and a weak economy; the
CEO's strong leadership in transitioning the Company to a more profitable
commercial base, and taking in a timely fashion the cost reduction and
downsizing actions necessary to stay competitive in the defense industry;
the Company's successful acquisition of the Corporate Jets business and
Ebasco Services, Inc., as well as the CEO's leadership qualities and high
work ethic.

Other Compensation. The Company's compensation programs also include
certain other minor items, which may include: (i) life insurance coverage,
(ii) an allocation of Company stock under the Raytheon Stock Ownership

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Plan, (iii) matching contributions under the Raytheon Savings and
Investment Plan, and (iv) other miscellaneous compensation.

The Committee has carefully studied the newly enacted provisions of
the Internal Revenue Code which limit the deductibility of executive
compensation in excess of $1 million. The interpretative regulations
proposed by the Internal Revenue Service at the end of 1993 leave many
unresolved questions about the operation of the new law. The Committee has
concluded that it would be unwise to adopt hastily a plan that might limit
its effectiveness and would have to be amended to reflect additional
guidance which should be forthcoming from the IRS. In any event, the
Company will not suffer any loss of tax deductions under the new law for
the 1994 tax year, as the only two executive officers whose non-performance
based income may exceed $1 million have elected to defer until retirement
any bonuses earned for services during 1994.

Members of the Compensation Committee

Joseph J. Sisco, Chairman
Charles F. Adams
Barbara B. Hauptfuhrer
Richard D. Hill
Alfred M. Zeien

Members of the Policy Committee

Richard D. Hill, Chairman
Francis H. Burr
Ferdinand Colloredo-Mansfeld
Theodore L. Eliot, Jr.
Barbara B. Hauptfuhrer
James N. Land, Jr.
Warren B. Rudman
Joseph J. Sisco
Alfred M. Zeien

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COMPARATIVE STOCK PERFORMANCE

Set forth below is a line graph comparing the cumulative total return
of the Company's Common Stock against the cumulative total return of the
Standard and Poor's 500 Stock Index and a Company-selected peer group for
the period commencing January 1, 1989 and ending December 31, 1993.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL STOCKHOLDER RETURN

1993 1992 1991 1990 1989 1988

Raytheon 228.48 173.40 136.67 111.86 106.93 100.00

E Systems 166.40 153.74 137.65 122.49 107.27 100.00
Gen Motors Cl 'H' 179.93 116.21 64.53 73.94 103.17 100.00
Litton 179.48 124.88 122.26 107.83 107.48 100.00
Lockheed 205.31 164.56 125.51 89.60 98.25 100.00
Loral 263.27 157.74 131.46 109.26 94.04 100.00
Martin Marietta 251.40 192.22 160.12 115.26 112.44 100.00
McDonnell Douglas 170.06 75.32 110.83 57.29 84.60 100.00
Northrop 174.36 152.59 112.24 70.93 66.44 100.00
Rockwell 200.87 152.45 138.76 136.35 112.90 100.00
Texas Instruments 169.62 123.20 79.76 96.41 89.16 100.00
United Tech 179.56 134.84 146.40 124.44 136.09 100.00

S&P 500 195.74 177.89 165.39 126.90 130.96 100.00
Peer Average** 192.32 137.99 116.03 100.67 105.78 100.00

** Weighted by market capitalization

GRAPH FILED UNDER FORM SE DATED APRIL 13, 1994.

There can be no assurance that the Company's stock performance will
continue into the future with the same or similar trends depicted in the
chart above.

The peer group is composed of E-Systems, Inc., General Motors
Corporation (Class "H"), Litton Industries, Inc., Lockheed Corporation,
Loral Corporation, Martin Marietta Corporation, McDonnell Douglas
Corporation, Northrop Corporation, Rockwell International Corporation,
Texas Instruments Incorporated and United Technologies Corporation.

PENSION PLAN

The Company's salaried pension plan covers all salaried employees,
excluding those at certain subsidiaries, who have completed one year of
service and attained age 21. The plan is Company funded and does not
require or permit employee contributions. Benefits are computed by a
formula which takes into account an employee's years of service and plan
membership, final average compensation and an estimated primary Social
Security benefit. From time to time, an enhanced pension benefit is
provided to an individual as an inducement to join the Company. Such

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benefit is covered by the non-funded plan described below.

The following table shows the estimated annual retirement benefits
payable to salaried employees on normal retirement at age 65:

ANNUAL ESTIMATED BENEFITS UNDER THE PENSION FORMULA
OF THE RAYTHEON COMPANY PENSION PLAN FOR SALARIED EMPLOYEES

Years of Pension Credit at Age 65
Final Average
Annual Compensation 15 Years 20 Years 30 Years 40 Years

$ 50,000 $ 13,500 $ 18,000 $ 24,000 $ 30,000
100,000 27,000 36,000 48,000 60,000
150,000 40,500 54,000 72,000 90,000
300,000 81,000 108,000 144,000 180,000
500,000 135,000 180,000 240,000 300,000
700,000 189,000 252,000 336,000 420,000
900,000 243,000 324,000 432,000 540,000
1,100,000 297,000 396,000 528,000 660,000
1,300,000 351,000 468,000 624,000 780,000
1,500,000 405,000 540,000 720,000 900,000

(1) Under the plan formula, the amounts in the table will be reduced by a
percentage of the employee's estimated primary Social Security
benefit.

(2) Messrs. Hoffmann, Picard, Rutstein and Swanson would, at the normal
retirement age of 65, have benefits based upon 18, 41, 40 and 41 years
of credit, respectively. Their expected pension benefits at age 65 are
determinable under the formula illustrated by the table. As an
inducement to join the Company, Mr. Bleck was granted an enhanced
pension benefit. At normal retirement age, Mr. Bleck would have
received benefits based upon approximately 15 years of plan credit.

(3) The remuneration covered by the Plan includes base pay, bonuses and
commissions for Messrs. Bleck, Hoffmann, Picard, Rutstein and Swanson,
which is substantially the same as reported as salary and bonus in the
Summary Compensation Table.

(4) Pensions shown in the above table are straight-life annuity amounts.

Amounts in excess of $115,641 annually and amounts based on annual
salary in excess of $235,840 may be subject to reduction because of the
annual pension benefit limitations imposed under the Internal Revenue Code
of 1986, as amended; however, the extent of any reduction will vary in
individual cases according to circumstances existing at time of retirement.
Amounts that otherwise would have been payable under the Company's salaried
pension plan in excess of such limitations will be provided under an excess
benefit plan, a separate non-funded plan adopted by the Board of Directors
in 1980.

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OTHER INFORMATION

C-M Holdings L.P., of which Mr. Colloredo-Mansfeld is a principal
owner, through a subsidiary, leases an office, service area/warehouse to a
subsidiary of the Company at a rent of approximately $640,056 per year.

During 1991, the Company provided to Max E. Bleck, Director and
President, an interest-free loan of $800,000 to assist him in his
relocation from Kansas to Massachusetts. As of February 27, 1994, the
outstanding balance was $800,000. The loan is secured by a mortgage on Mr.
Bleck's home.

During 1992, the Company provided to Robert L. Swam, Senior Vice
President, Group Executive-Appliance Group, an interest-free loan of
$250,000 to assist him in his relocation from Maryland to Massachusetts. As
of February 27, 1994, the outstanding balance was $180,000. The loan is
secured by a mortgage on Mr. Swam's home.

During 1993, the Company provided to Charles Q. Miller, Senior Vice
President, Group Executive-Raytheon Engineers & Constructors, an interest-
free loan of $175,000 to assist him in his relocation from Pennsylvania to
Massachusetts. As of February 27, 1994, the outstanding balance was
$17,000. The loan is secured by a mortgage on Mr. Miller's home.

During 1993, the Company provided to C. Dale Reis, Vice President and
General Manager-Equipment Division, an interest-free loan of $100,000 to
assist him in his relocation from Rhode Island to Massachusetts. The loan
was paid in full as of December 31, 1993.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

The accounting firm of Coopers & Lybrand, which has served
continuously since 1961 as the Company's principal independent accountant,
was selected to continue in that capacity for the current year.

Representatives of that firm are expected to be present at the meeting
and will be given the opportunity to make a statement if they desire to do
so. Such representatives are expected to be available to respond to
appropriate questions.

STOCK TRANSACTION REPORTING

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who
own more than ten percent of the Company's Common Stock, to file with the
Securities and Exchange Commission and the Stock Exchanges on which the
Company's Common Stock is listed, reports of any changes in ownership of
Common Stock. Directors, officers and ten-percent shareholders are also
required to furnish the Company with copies of all Section 16(a) forms they
file.

During 1993, Charles F. Adams, a director of the Company, filed one

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PAGE 20

late report covering one transaction.

STOCKHOLDER NOMINATIONS AND PROPOSALS

Stockholder nominations and proposals for inclusion in the proxy
materials relating to the 1995 Annual Meeting of Stockholders must be
received by the Secretary at the Company's Executive Offices, 141 Spring
Street, Lexington, Massachusetts 02173 no later than December 21, 1994.

BUSINESS TO BE TRANSACTED

At the date of this statement, the Board of Directors does not know of
any business to be brought before the Annual Meeting other than the matters
described in this Proxy Statement. In the event that any other matter
properly shall come before the meeting, it is the intention of the persons
named in the accompanying proxy to vote in accordance with their judgment
on such matters.

The Annual Report for the fiscal year ended December 31, 1993, mailed
to stockholders at an earlier date, is not a part of this Proxy Statement
and is not proxy-soliciting material.

By Order of the Board of Directors,

Christoph L. Hoffmann
Secretary

Lexington, Massachusetts
April 19, 1994

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	12/31/92	8
	9/22/93	13
	12/31/93	8	20	10-K/A, 10-K
	2/27/94	5	19
	4/4/94	1	3
	4/13/94	17
Filed On / Filed As Of / For The Period Ended	4/19/94	1	20
	5/25/94	1	2
	12/21/94	20

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Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Raytheon Co · DEF 14A · For 4/19/94

Filed On 4/19/94 · SEC File 1-02833 · Accession Number 82267-94-2

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

DEF 14A · 1994 Proxy Statment

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents