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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

ANNUAL MEETING OF SHAREHOLDERS

	Time: 11:00 a.m. Eastern Time
	Date: Thursday, May 25, 2017
	Place: Westfields Marriott Washington Dulles, 14750 Conference Center Drive, Chantilly, Virginia 20151

The Board of Directors of Raytheon Company is soliciting your proxy for the 2017 Annual Meeting of Shareholders.

LIVE AUDIO WEBCAST:

A live audio webcast of the Annual Meeting will be available at www.raytheon.com/ir.

RECORD DATE:

Shareholders of record at the close of business on Tuesday, April 4, 2017, are entitled to notice of and to vote at the meeting.

PROXY VOTING:

You can vote your shares by completing and returning the proxy card or voting instruction form that you received. Most shareholders also can vote their shares over the Internet or by telephone. Please check your proxy card or the information forwarded by your broker, bank, trust or other holder of record to see which options are available to you. You can revoke a proxy at any time before it is exercised by following the instructions in this proxy statement.

Please visit www.proxyvote.com to vote your shares.

	In person: If you are a shareholder of record, you may attend the Annual Meeting and vote by ballot. Please bring a valid picture ID. If your shares are held through a broker, bank, trust or other holder of record, you must present an account statement demonstrating that you were a beneficial holder as of the record date, a proxy in your favor from the holder of record, and a valid picture ID.
	Telephone: If you are a shareholder of record, call the telephone number and follow the instructions on your proxy card or in the email sent to you if you receive notification electronically. If your shares are held through a broker, bank, trust or other holder of record, follow the instructions provided to you by the holder of record if voting via telephone is made available to you.
	Internet: If you are a shareholder of record, follow the Internet voting instructions on your proxy card or in the email sent to you if you receive notification electronically. If your shares are held through a broker, bank, trust or other holder of record, follow the instructions provided to you by the holder of record if Internet voting is made available to you.
	Mail: Complete and sign the proxy card or voting instruction form and return it in the enclosed postage pre-paid envelope.

WE WILL BE VOTING ON THE FOLLOWING MATTERS:

AGENDA ITEM	VOTING RECOMMENDATION	MORE INFORMATION
1. Election of ten directors nominated by Raytheon's Board	FOR EACH NOMINEE	Page 7
2. Advisory vote to approve named executive officer compensation	YES	Page 26
3. Advisory vote on the frequency of future say-on-pay votes	AN ANNUAL VOTE	Page 59
4. Management proposal to approve incentive plan for Section 162(m) purposes	YES	Page 60
5. Ratification of the independent auditors	YES	Page 63

Please visit www.proxyvote.com to vote your shares.

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