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): August 14, 2017

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RAYTHEON COMPANY

(Exact name of Registrant as Specified in its Charter)

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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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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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 August 14, 2017, the Board of Directors of Raytheon Company elected Robert O. Work as an independent director effective immediately, with a term expiring at the annual meeting of stockholders in 2018. The Board also appointed Mr. Work to the Board’s Audit Committee, Public Affairs Committee and Special Activities Committee. A copy of the Company’s press release issued on August 14, 2017, regarding Mr. Work’s election is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated herein by reference.

The election of Mr. Work was not pursuant to any arrangement or understanding between Mr. Work and any third party. As of the date of this report, neither Mr. Work, nor any of his 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.

Mr. Work will be compensated consistent with the compensation programs for non-employee directors. Upon his election to the Board, he was awarded $105,000 of deferred restricted stock units pursuant to the 2010 Stock Plan, which stock units are due to vest on the date of the 2018 annual meeting of stockholders, with the delivery of shares subject to the terms of the award agreement.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release issued by Raytheon Company dated August 14, 2017.

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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:	August 14, 2017	By:	/s/ Frank R. Jimenez
			Frank R. Jimenez
			Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Raytheon Company dated August 14, 2017

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EX-99.1

Exhibit 99.1

Raytheon Company

Global Headquarters

Waltham, Mass.

Media Contact

Dave Desilets

+1.781.392.7552

corporatepr@raytheon.com

Robert O. Work elected

to Raytheon Board of Directors

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WALTHAM, Mass. (August 14, 2017) - The Board of Directors of Raytheon Company (NYSE: RTN) has elected Robert O. Work as a director, effective immediately. Work, 64, was appointed the 31^st Deputy Secretary of Defense by President Barack Obama in 2014, a position he held through July 2017.

“Bob is well known in both the public and private sectors for his significant expertise in global security matters, most especially in the areas of defense strategy, advanced technologies, international studies and acquisition reform,” said Thomas A. Kennedy, Raytheon Company Chairman and CEO. “In an era of rapid technological and geo-political change, Bob’s vision and expertise will serve us well as we continue to shape our company for future success.”

Work is a distinguished graduate of the Naval Reserve Officers Training Course at the University of Illinois, and was commissioned a second lieutenant in the U.S. Marine Corps in 1974. During his 27-year military career, he held a wide range of command, leadership and management positions. He commanded an artillery battery and a battalion, and was the base commander at Camp Fuji, Japan. His last assignment was as military assistant and senior aide to the Honorable Richard Danzig, 71^st Secretary of the Navy. Work retired from the military in 2001 with the rank of colonel.

In 2002, Work joined the Center for Strategic and Budgetary Assessments (CSBA), first as a Senior Fellow for

Maritime Affairs and later as the Vice President for Strategic Studies. In 2009, he was appointed by President Obama to serve as the Undersecretary of the Navy, a position he held until 2013. From 2013 to 2014 he served as Chief Executive Officer of the Center for New American Security (CNAS), before returning to the Pentagon with his appointment as Deputy Secretary of Defense.

Work has served as an adjunct professor at George Washington University, where he taught defense analysis and roles and missions of the armed forces. He earned a Bachelor of Science degree in biology from the University of Illinois at Urbana-Champaign; a Master of Science in systems management from the University of Southern California; a Master of Science in space system operations from the Naval Postgraduate School; and a master’s in international public policy from the Johns Hopkins School of Advanced International Studies. He is a member of the International Institute for Strategic Studies (IISS).

In 2017, outgoing Secretary of Defense Ashton Carter presented Work with his second Department of Defense Medal for Distinguished Public Service, the Pentagon’s highest civilian award. Additionally, he has been awarded the National Intelligence Distinguished Public Service Medal, the Chairman of the Joint Chiefs of Staff Joint Distinguished Civilian Service Award, the Distinguished Public Service Awards from the Departments of the Army, Air Force and Navy,the Legion of Merit, the Defense Meritorious Service Medal and the Meritorious Service Medal.

About Raytheon

Raytheon Company, with 2016 sales of $24 billion and 63,000 employees, is a technology and innovation leader specializing in defense, civil government and cybersecurity solutions. With a history of innovation spanning 95 years, Raytheon provides state-of-the-art electronics, mission systems integration, C5I^TM products and services, sensing, effects, and mission support for customers in more than 80 countries. Raytheon is headquartered in Waltham, Massachusetts. Follow us on Twitter.

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