Raytheon Company DEMO 2017 Proxy Statement

01	Notice of Annual Meeting of Shareholders
02	Proxy Summary
07	Proposal 1: Election of Directors
07	Nominees for Election
13	Corporate Governance
13	Board Leadership Structure
13	Board Role
15	Director Candidate Consideration and Board Refreshment
16	Director Independence
17	Board and Committee Evaluation Process
18	Shareholder Engagement
19	Governance Policies and Practices
20	Director Nominations by Shareholders
21	Director Development and Education
21	Communication with the Board
22	Political Contributions and Lobbying Expenditures Disclosure
22	Governance Documents
23	The Board of Directors and Board Committees
23	Audit Committee
24	Governance and Nominating Committee
24	Management Development and Compensation Committee
25	Public Affairs Committee
25	Special Activities Committee
25	Executive Committee
25	Compensation Committee Interlocks and Insider Participation
26	Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation
27	Executive Compensation
27	Table of Contents
28	Compensation Discussion and Analysis
28	Executive Summary
47	Executive Compensation Tables

59	Proposal 3: Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
60	Proposal 4: Approval of the Raytheon 2017 Incentive Plan for Section 162(m) Purposes
62	Equity Compensation Plan Information
63	Proposal 5: Ratification of Appointment of PricewaterhouseCoopers LLP
64	Audit Committee Report
65	Independent Auditors: Audit and Non-Audit Fees
66	Director Compensation
66	Determination and Assessment of Director Compensation
66	Elements of Director Compensation
67	Non-Employee Director Total Compensation
68	Director Stock Ownership and Retention Guidelines
68	Policy Against Certain Raytheon Stock Transactions
69	Stock Ownership
69	Five Percent Shareholders
69	Management and Directors
70	Section 16(a) Beneficial Ownership Reporting Compliance
70	Shareholder Proposals
71	General Information
71	Proxies and Voting Procedures
71	Shareholders Entitled to Vote
72	Quorum and Required Vote
73	Tabulation of Votes
73	Multiple Copies of Annual Report to Shareholders
73	Householding Information
73	Electronic Delivery of Future Proxy Materials and Annual Reports
74	Cost of Proxy Solicitation
74	Shareholder Account Maintenance
74	Other Matters
A-1	Appendix A: Raytheon 2017 Incentive Plan

TABLE OF CONTENTS