PROXY SUMMARYThis summary highlights selected information contained in this proxy statement, but it does not contain all the information you should consider. We urge you to read the whole proxy statement before you vote. This proxy statement is being made available to shareholders on or about April 16, 2019.
*Mr. Clark will be retiring from the Board effective May 30, 2019. COMPOSITION OF THE BOARD
   *Mr. Clark will be retiring from the Board effective May 30, 2019. BOARD TENURE AND REFRESHMENT Our Board represents a balance of longer-tenured members with in-depth knowledge of our business and newer members who bring valuable additional attributes, skills and experience. The Board has undergone significant refreshment over the last five years to better align the Board’s composition to Raytheon’s long-term strategy and broaden the Board’s perspectives to enhance its performance. Through refreshment and director succession planning and development, the Board is well positioned for the future. 
BOARD DIVERSITY OF BACKGROUND The Board is committed to diversity and the importance of different backgrounds, perspectives and views. This commitment is clearly reflected in the Board’s refreshment efforts. Of the nine directors added to the Board in the past five years, five are women (including all three directors who joined us in 2018). Of the thirteen director nominees, five are women and seven represent ethnic or gender diversity, or both. 
QUALIFICATIONS, SKILLS AND EXPERIENCE Our Board embodies a broad and diverse set of qualifications, skills and experiences as illustrated below. 
OUR 2018 PERFORMANCEIn 2018, Raytheon continued to execute its growth strategy to deliver results for our shareholders and customers. Building upon our strong program performance and recent strategic internal investments, which ensure that our capabilities are aligned with our customer needs, our global team achieved several financial records in 2018, including Raytheon’s best ever net sales, bookings, operating cash flow and backlog performance.
OUR EXECUTIVE COMPENSATION PROGRAMThe Management Development and Compensation Committee (MDCC) designed our executive compensation program to attract and retain highly-qualified executives, motivate our executives to achieve our overall business objectives, reward individual performance, and align our executives’ interests with those of our shareholders. The program’s primary direct compensation elements are base salary, annual cash incentives, and long-term equity incentives. The MDCC reviews the compensation program on an ongoing basis, and regularly receives input regarding the program from its independent compensation consultant and shareholders. CEO Compensation
Other Named Executive Officer
(1) Base salary includes lump-sum payments to Messrs. Wajsgras and Yuse in 2018 in lieu of base salary merit increases. These amounts appear in the “Bonus” column of the Summary Compensation Table on page 59. Most of our executives’ compensation is at risk and varies based on performance. Due to Raytheon’s strong financial performance, our annual cash incentive (RBI) was funded, and our long-term equity performance plan (LTPP) paid out, above predetermined targets. Our Named Executive Officers, or NEOs, also achieved strong results against their individual performance goals in 2018. Consistent with our compensation objectives, our Named Executive Officers received the following compensation in 2018:
(1) Reflects the NEO’s restricted stock unit/award and 2018–2020 LTPP award (at target) granted in 2018, based on the number of shares/units multiplied by the
closing price of our common stock on the award determination date. COMPENSATION HAS BEEN TIED TO STRONG LONG-TERM PERFORMANCE
Our executive compensation is tied to Raytheon’s performance via key financial metrics that have driven Raytheon’s strong results and led to increased shareholder value over the long term. Over the course of our CEO’s five-year tenure, and as evidenced by the chart below, Raytheon has delivered strong TSR performance on both an absolute basis and relative to our core peer group and the S&P 500 Index. 5 Year Cumulative Total Shareholder Return
*The Core Peer Group Median does not include Raytheon. For a complete discussion of our executive compensation program, see the “Compensation Discussion and Analysis” section of this proxy statement. COMMITMENT TO SHAREHOLDER ENGAGEMENTFor each of the last nine years, we have communicated with shareholders representing a significant percentage of our shares (typically between 30% and 40%) on governance and compensation matters. We believe these consistent and extensive outreach efforts reflect the strong commitment of the Board and management to be responsive to our shareholders. Our engagement initiatives have been instrumental in promoting the alignment of our governance and compensation practices with shareholder interests. These communications, as well as our say-on-pay voting results, which have averaged 94.3% for the last eight years, have both influenced and confirmed the philosophy and policies underpinning our executive compensation program.
2019 EXECUTIVE COMPENSATION PROGRAM AND DISCLOSURE CHANGES
During 2018, the MDCC considered points raised by shareholders and consulted with its independent compensation consultant and management. After careful deliberation, the MDCC and Raytheon made the following changes:
CORPORATE RESPONSIBILITYAt Raytheon, we align our many corporate responsibility initiatives with our business strategy. We have made commitments to: build a future workforce with a strong interest in science, technology, engineering and math; support military families and veterans; protect people, assets and infrastructure from growing cybersecurity threats; reduce our environmental impact; and give our people and partners the opportunity, training and support they need to cultivate a diverse and safe place to work and do business. OUR APPROACH
Diverse Perspectives
We foster an inclusive
environment that
honors our differences,
encourages the
exchange of
information and new
ideas, and makes it
possible for everyone
to thrive and succeed.
Sustainable Design
We integrate
sustainability into
product design,
manufacturing, and
engineering innovation
across the life cycle
of each product.
Environmental Impact
Our energy, water,
greenhouse gas,
and waste reduction
programs reflect the
innovation and
engagement of our
people.
Efficient Operations
Our energy
management program
helps advance our
sustainability vision
and also makes us
more cost competitive.
Social Commitment
Our two key social
priorities, supporting
military families
and veterans and
promoting STEM
education, help build
future prosperity.
RESPONSIBLE LEADERSHIP
Our Board of Directors and senior leadership team promote integrity, accountability, transparency and the highest ethical standards. The Board’s Public Policy and Corporate Responsibility Committee reviews environmental stewardship and sustainability, employee health and safety, ethics, charitable contributions and community relations, and government contracting and defense procurement policies.
2018 RECOGNITION HIGHLIGHTS
Our practices and policies have earned Raytheon recognition on a range of issues.
“THE CIVIC 50”
POINTS OF LIGHT
TOP 50 COMMUNITY-MINDED
COMPANIES
CLIMATE LEADERSHIP
AWARD—EXCELLENCE
IN GREENHOUSE
GAS EMISSIONS
MANAGEMENT
2018 HUMAN
RIGHTS CAMPAIGN
FOUNDATION™—BEST
PLACES TO WORK
FOR LGBT EQUALITY
WOMENINC.® MAGAZINE—FIVE RAYTHEON
BOARD MEMBERS
NAMED TO 2018 MOST
INFLUENTIAL CORPORATE
DIRECTORS LIST
Read more at raytheon.com/responsibility GOVERNANCE HIGHLIGHTSMajor elements of our governance profile are summarized below. We discuss most of these matters in greater detail in this proxy statement. RECENT DEVELOPMENTS
INDEPENDENCE
ALIGNMENT WITH SHAREHOLDER INTERESTS
SHAREHOLDER ACCESS
TRANSPARENCY
ACCOUNTABILITY
BOARD PRACTICES
INDEPENDENT LEAD DIRECTOR
RISK OVERSIGHT
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