8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 23, 2014

RAYTHEON COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation) 1-13699 (Commission File Number) 95-1778500 (IRS Employer Identification Number)

870 Winter Street, Waltham, Massachusetts 02451

(Address of Principal Executive Offices) (Zip Code)

(781) 522-3000

(Registrant’s telephone number, including area code)

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

________________________________________________________________

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Election of Director

On July 23, 2014, the Board of Directors of Raytheon Company elected Tracy A. Atkinson as an independent director effective immediately with a term expiring at the annual meeting of stockholders in 2015. The Board also appointed Ms. Atkinson to the Board’s Public Affairs Committee. A copy of the Company’s press release issued on July 29, 2014 regarding Ms. Atkinson’s election is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated herein by reference.

The election of Ms. Atkinson was not pursuant to any arrangement or understanding between Ms. Atkinson and any third party. As of the date of this report, neither Ms. Atkinson nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.

Ms. Atkinson will be compensated consistent with the compensation programs for non-employee directors. Upon her election to the Board, she was awarded $140,000 of restricted stock pursuant to the 2010 Stock Plan which stock is due to vest on the date of the 2015 annual meeting of stockholders.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits

99.1    Press Release issued by Raytheon Company dated July 29, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RAYTHEON COMPANY
Date: July 29, 2014	By:__/s/ Jay B. Stephens_________________
	Jay B. Stephens
	Senior Vice President, General Counsel and
	Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Raytheon Company dated July 29, 2014.

EX-99.1

Exhibit 99.1

Raytheon Company    Global Headquarters

Waltham, Mass.

Media Contact

Pam Erickson

+1.781.522.5822

corporatepr@raytheon.com

For Immediate Release

Tracy A. Atkinson elected to Raytheon Board of Directors

WALTHAM, Mass., (July 29, 2014) - The Board of Directors of Raytheon Company (NYSE: RTN) has elected Tracy A. Atkinson as a director effective immediately.

Ms. Atkinson, 49, currently serves as executive vice president, finance, of State Street Corporation. In that role, she is responsible for State Street’s treasury, investor relations, business unit finance and structured products groups. From 2009 to 2010, she served as executive vice president and chief compliance officer, and as executive vice president and SSgA chief compliance officer from 2008 to 2009.

“We are pleased to welcome Tracy Atkinson to Raytheon’s Board of Directors,” said William H. Swanson, Raytheon’s Chairman of the Board. “Tracy’s strong financial expertise and global business experience will be of great value to our Board.”

Prior to joining State Street in 2008, Ms. Atkinson served in leadership positions at MFS Investment Management, and as a partner with PricewaterhouseCoopers LLP. She received a bachelor’s degree in accounting from the University of Massachusetts and is a certified public accountant.

About Raytheon

Raytheon Company, with 2013 sales of $24 billion and 63,000 employees worldwide, is a technology and innovation leader specializing in defense, security and civil markets throughout the world. With a history of innovation spanning 92 years, Raytheon provides state-of-the-art electronics, mission systems integration and other capabilities in the areas of sensing; effects; and command, control, communications and intelligence systems, as well as cyber security and a broad range of mission support services.

Raytheon is headquartered in Waltham, Mass. For more about Raytheon, visit us at www.raytheon.com and follow us on Twitter @raytheon.