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PROPOSAL 1:
ELECTION OF DIRECTORS

(Item No. 1 on the Proxy Card)

Raytheon directors are elected annually by the shareholders. The Board has nominated Tracy A. Atkinson, Robert E. Beauchamp, Vernon E. Clark, Stephen J. Hadley, Thomas A. Kennedy, Letitia A. Long, George R. Oliver, Dinesh C. Paliwal, William R. Spivey and James A. Winnefeld, Jr. to serve one-year terms that will expire at the 2018 Annual Meeting of Shareholders. These individuals all currently serve on our Board. Messrs. Paliwal and Winnefeld were first elected by the Board since the last Annual Meeting upon the recommendation of the Governance and Nominating Committee, which was aided by a third-party director recruiting firm.

One of our current directors, Michael C. Ruettgers, will be retiring from the Board effective May 25, 2017, and is not a nominee for election at the forthcoming annual meeting. Mr. Ruettgers has served as a distinguished member of the Board for 17 years. We gratefully acknowledge his dedicated service and numerous contributions to Raytheon.

We introduce our nominees for director below, and explain the experience, qualifications, attributes and skills considered by the Governance and Nominating Committee in support of each individual’s nomination. If elected, the nominees will continue in office until their successors have been duly elected and qualified, or until the earlier of their death, resignation or retirement. We expect each of the nominees will serve if elected. If any nominee is unable or unwilling to serve, the proxies may be voted for a substitute nominee designated by the Board.

FOR
The Board unanimously recommends that shareholders vote FOR each of the nominees for election. Proxies solicited by the Board will be so voted unless shareholders specify otherwise in their proxies.

NOMINEES FOR ELECTION

TRACY A. ATKINSON
EXECUTIVE VICE PRESIDENT, FINANCE, STATE STREET CORPORATION
TRACY A. ATKINSON Director since 2014
Age: 52
Committees:
  • Audit (Chair)
  • Public Affairs
Ms. Atkinson provides the Board with significant experience in finance, risk management and related regulatory and compliance matters gained through numerous positions of significant responsibility with State Street and MFS Investment Management. In addition, she has valuable accounting expertise derived from her experience as a certified public accountant and a partner at PricewaterhouseCoopers LLP.
  • Positions with State Street Corporation (financial services firm): Executive Vice President, Finance, since 2010; Treasurer from February 2016 to February 2017; Executive Vice President, Chief Compliance Officer, from 2009 to 2010; Executive Vice President, Chief Compliance Officer, of State Street Global Advisors from 2008 to 2009.
  • Positions with MFS Investment Management (financial services firm): Senior Vice President, Treasurer and Chief Financial Officer, Mutual Funds from 2005 to 2008; Senior Vice President, Chief Risk and New Product Development Officer, from 2004 to 2005.
  • Partner at PricewaterhouseCoopers LLP from 1999 to 2004.
  • Affiliations: Director of The Arc of Massachusetts.
ROBERT E. BEAUCHAMP
CHAIRMAN, BMC SOFTWARE, INC.
ROBERT E. BEAUCHAMP Director since 2015
Age: 57
Committees:
  • Audit
  • Management Development and Compensation
Mr. Beauchamp brings executive leadership experience and valuable commercial software, cybersecurity and information technology expertise to the Board, serving as the Chairman of BMC Software since 2008 and having served as its President and CEO for 15 years. He also has significant experience in strategic planning, global operations and sales, finance, mergers & acquisitions, and risk management gained through various roles of increasing responsibility at BMC Software.
  • Positions at BMC Software, Inc. (provider of business service management software): Chairman since 2016; Chairman, President and CEO from 2008 to 2016; President, CEO and member of the board of directors since 2001.
  • Variety of leadership roles of increasing responsibility at BMC Software, Inc. since 1988.
  • Current Directorship: In addition to BMC Software, Inc., Forcepoint, LLC (cybersecurity joint venture company owned by Raytheon Company with Vista Equity Partners) since October 2016.
  • Past Directorship: National Oilwell Varco, Inc. (provider of equipment and services for the oil and gas industry) from 2001 to 2015.
  • Affiliations: Member, Board of Regents, Baylor University.
VERNON E. CLARK
LEAD DIRECTOR / RETIRED CHIEF OF U.S. NAVAL OPERATIONS
VERNON E. CLARK Director since 2005
Lead Director since 2013
Age: 72
Committees:
  • Special Activities (Chair)
Admiral Clark delivers deep industry-specific expertise and senior leadership experience in strategic oversight and organizational management gained through his extensive and distinguished service in the U.S. military, including as Chief of Naval Operations and a member of the Joint Chiefs of Staff. He provides the Board with critical strategic and operational insights on the global security environment and the solutions used by and the needs of our core defense customers.
  • Chief of Naval Operations, the senior uniformed executive of the United States Navy, and member of the Joint Chiefs of Staff, from 2000 until retirement in 2005.
  • 37-year career in the United States Navy, serving in various positions of increasing responsibility; assigned as the senior executive in ten different assignments, beginning as a lieutenant commanding a patrol gunboat and concluding as the Chief of Naval Operations.
  • Current Directorship: Rolls Royce North America (aerospace, marine and energy-related manufacturer) since 2006.
  • Past Directorship: Horizon Lines, Inc. (ocean shipping and integrated logistics company) from 2007 to 2011.
STEPHEN J. HADLEY
PRINCIPAL, RICEHADLEYGATES LLC
STEPHEN J. HADLEY Director since 2009
Age: 70
Committees:
  • Governance and Nominating (Chair)
  • Management Development and Compensation
  • Special Activities
Mr. Hadley has substantial national security, international affairs, public policy and legal experience through his extensive career in government, consulting and private legal practice. He provides the Board with unique and diverse perspectives on the global security environment and international affairs, and valuable leadership and experience in the areas of strategic oversight, public policy and regulatory compliance.
  • Principal in RiceHadleyGates LLC (international strategic consulting firm) since 2009.
  • Assistant to the President for National Security Affairs from 2005 to 2009.
  • Assistant to the President and Deputy National Security Advisor from 2001 to 2005.
  • Partner in the Washington, D.C. law firm of Shea & Gardner and a principal in The Scowcroft Group (international consulting firm) from 1993 to 2001.
  • Current Directorships: The Bessemer Group, Incorporated (financial services holding company) (including service on its Compensation Committee since 2012 and its Audit Committee since 2013), Bessemer Securities Corporation (including service on its Audit Committee since 2011 and Asset Allocation Committee since 2010), and certain related entities (all privately-held financial services companies) since 2009.
  • Affiliations: Director (and member of the Executive Committee) of the Atlantic Council of the United States since 2010, and Executive Vice Chair since 2015; Member of the Board of Managers of the Johns Hopkins University Applied Physics Laboratory since 2011; Member of the U.S. Secretary of State’s Foreign Affairs Policy Board since 2011; Chair of the Advisory Board of the RAND Center for Middle East Public Policy since 2011; Member of Yale University’s Kissinger Papers Advisory Board since 2011; Member, Board of Directors, U.S. Institute of Peace since 2013 and Chair since 2014; Member of the Board of Directors of the Council on Foreign Relations since 2015; and Member, International Advisory Board of Robert Bosch GmbH (a German industrial company) since 2015.
THOMAS A. KENNEDY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
THOMAS A. KENNEDY Director since January 2014
Chairman of the Board since October 2014
Age: 61
Mr. Kennedy has in-depth knowledge of Raytheon’s business, technology and capabilities, operations and global markets, as well as significant experience in strategic planning, operations, mergers and acquisitions, cybersecurity, engineering and technology, finance, and risk management. He also provides the Board with executive leadership and substantial business experience and deep industry-specific expertise developed while holding roles of increasing responsibility at Raytheon.
  • Positions at Raytheon: Chief Executive Officer since 2014; Executive Vice President and Chief Operating Officer from April 2013 to March 2014; Vice President and President of the Integrated Defense Systems business unit from 2010 to 2013; Vice President of the Tactical Airborne Systems product line within the Space and Airborne Systems business unit from 2007 to 2010; and various other leadership positions during a 34-year career.
  • Current Directorship: Forcepoint, LLC (cybersecurity joint venture company owned by Raytheon Company with Vista Equity Partners) since 2015.
  • Affiliations: Rutgers University School of Engineering Industry Advisory Board; UCLA School of Engineering Advisory Board; Massachusetts Institute of Technology Industry Advisory Board; and Congressional Medal of Honor Foundation Board.
LETITIA A. LONG
RETIRED DIRECTOR, NATIONAL GEOSPATIAL-INTELLIGENCE AGENCY
LETITIA A. LONG Director since 2015
Age: 58
Committees:
  • Audit
  • Public Affairs (Chair)
  • Special Activities
Ms. Long brings to the Board substantial intelligence, national security and public policy experience developed through numerous roles of increasing responsibility in the U.S. government. Through this experience, combined with her roles on the boards of other companies and organizations, she provides critical insights on global intelligence and security matters and valuable leadership and experience in strategic planning and oversight, public policy, organizational management and technology.
  • Director, National Geospatial-lntelligence Agency from 2010 to 2014.
  • Deputy Director, Defense Intelligence Agency from 2006 to 2010.
  • Deputy Under Secretary of Defense (Intelligence) for Policy, Requirements and Resources from 2003 to 2006.
  • Deputy Director of Naval Intelligence from 2000 to 2003.
  • 32-year career with the United States government holding a series of leadership roles of increasing responsibility.
  • Current Directorships: Urthecast Corporation (provider of video technology for Earth observation) since 2015; and Noblis, Inc. (not-for-profit science, technology and strategy services provider) since 2015.
  • Affiliations: Member, Virginia Polytechnic Institute and State University School of Public and International Affairs Board of Advisors; Member, United States Geospatial Intelligence Foundation Board; and Board Chair, Intelligence and National Security Alliance.
GEORGE R. OLIVER
PRESIDENT AND CHIEF OPERATING OFFICER, JOHNSON CONTROLS, INC.
GEORGE R. OLIVER Director since 2013
Age: 56
Committees:
  • Audit
  • Management Development and Compensation
  • Public Affairs
Mr. Oliver provides the Board with executive leadership and substantial global commercial, operational and management experience gained through his leadership roles at three global technology and industrial companies. He also has significant experience in strategic planning, mergers & acquisitions, finance, risk management, technology and governance.
  • President and Chief Operating Officer, and a member of the Board of Directors, of Johnson Controls, Inc. (diversified technology and multi-industrial company), since its merger with Tyco International Ltd. in September 2016.
  • Positions with Tyco International Ltd. (fire protection and security systems provider): CEO and member of the Board of Directors from 2012 to September 2016; President from 2011 to 2012.
  • President of Tyco Electrical and Metal Products from 2007 to 2010; and President of Tyco Safety Products from 2006 to 2010.
  • President of GE Water and Process Technologies until 2006; prior to this position, held a series of leadership roles of increasing responsibility at several General Electric divisions.
  • Affiliations: Trustee of Worcester Polytechnic Institute.
DINESH C. PALIWAL
PRESIDENT AND CHIEF EXECUTIVE OFFICER, HARMAN INTERNATIONAL INDUSTRIES, INC.
DINESH C. PALIWAL Director since September 2016
Age: 59
Committees:
  • Governance and Nominating
  • Public Affairs
Mr. Paliwal provides the Board with executive leadership experience and global commercial management and operational expertise developed through his CEO and other senior leadership roles at Harman International Industries and the ABB Group and his current and past director roles on the boards of other large, complex global commercial companies. He also has significant experience in strategic planning, finance, mergers & acquisitions, risk management, product development, and technology innovation.
  • Positions with Harman International Industries (designer of connected products and solutions for automakers, consumers and enterprises): President, Chief Executive Officer and member of the Board of Directors since 2008; Chairman from 2008 to March 2017 when Harman was acquired by Samsung Electronics; Vice Chairman, President and Chief Executive Officer from 2007 to 2008.
  • Positions with ABB Group (global industrial automation and power transmission systems enterprise): various positions of increasing responsibility from 1990 until 2007, departing with the dual role of President of ABB Ltd. and Chairman and CEO of ABB North America.
  • Current Directorship: In addition to Harman International Industries, Bristol-Myers Squibb, since 2013.
  • Past Directorship: ADT Corporation (fire protection and security systems provider) from 2011 to 2014; Tyco International Ltd. (fire protection and security systems provider) from 2011 to 2012.
  • Affiliations: Member of the Business Roundtable, the US-India Business Council, US-India CEO Forum and Global Advisory Council of The Wilson Center.
WILLIAM R. SPIVEY
RETIRED PRESIDENT AND CHIEF EXECUTIVE OFFICER, LUMINENT, INC.
WILLIAM R. SPIVEY Director since September 1999
Age: 70
Committees:
  • Governance and Nominating
  • Management Development and Compensation (Chair)
Mr. Spivey has extensive business leadership experience through his roles as both a CEO and business unit leader at a number of public technology companies and a director of numerous U.S. and global technology and industrial companies. He also provides significant experience in strategic oversight, global operations and sales, finance, risk management, and technology.
  • President and CEO of Luminent, Inc. (fiber-optic transmission products provider) from 2000 to 2001.
  • Group President, Network Products Group, Lucent Technologies Inc. from 1997 to 2000.
  • Vice President, Systems & Components Group, AT&T Corporation from 1994 to 1997.
  • Group Vice President and President, Tektronix Development Company, Tektronix, Inc. from 1991 to 1994.
  • Past Directorship: Cascade Microtech, Inc. (advanced wafer probing solutions provider) from 1998 to 2016; Lam Research Corporation (advanced process equipment provider) from 2012 to 2015; Laird PLC (electronics components and systems provider) from 2002 to 2012; Novellus Systems, Inc. (advanced process equipment provider) from 1998 to 2012; ADC Telecommunications, Inc. (supplier of network infrastructure products and services) from 2004 to 2010; Lyondell Chemical Company (manufacturer of basic chemicals and derivatives) from 2000 to 2007; and Luminent, Inc. (fiber-optic transmission products provider) from 2000 to 2001.
JAMES A. WINNEFELD, JR.
RETIRED VICE CHAIRMAN OF THE JOINT CHIEFS OF STAFF
JAMES A. WINNEFELD, JR. Director since January 2017
Age: 61
Committees:
  • Audit
  • Special Activities
Admiral Winnefeld brings extensive senior leadership, strategic planning and management experience developed through his various roles of increasing responsibility in the U.S. military, culminating in his service as the Vice Chairman of the Joint Chiefs of Staff. He provides the Board with deep industry-specific domain knowledge and expertise on the global security environment and our core defense customers.
  • Ninth Vice Chairman of the Joint Chiefs of Staff from 2011 until retirement in 2015.
  • 37-year career in the United States Navy, serving in various positions of increasing responsibility, including Commander, U.S. Northern Command (USNORTHCOM); Commander, North American Aerospace Defense Command (NORAD); Commander, U.S. Sixth Fleet; and Commander, Allied Joint Command Lisbon.
  • Current Directorship: Enterprise Holdings, Inc. (privately-held vehicle rental, fleet management and automobile sales company) since 2015; Alliance Laundry Systems LLC (privately-held laundry equipment manufacturer) since 2016.
  • Affiliations: Member, U.S. Naval Institute Board of Directors; United States Naval Academy Board of Advisors; Member, Georgia Institute of Technology Board of Advisors; Senior Fellow, Belfer Center for Science and International Affairs, John F. Kennedy School of Government.



FOR
The Board unanimously recommends that shareholders vote FOR each of the nominees for election. Proxies solicited by the Board will be so voted unless shareholders specify otherwise in their proxies.
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