Raytheon Company (RTN)

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On September 29, 2006, Raytheon Company (“Raytheon” or the “Company”) announced the appointment of Michael J. Wood, 38, as Vice President and Chief Accounting Officer, effective October 2, 2006.

Mr. Wood will be joining Raytheon from KPMG LLP, where he held positions of increasing responsibility over a 16-year career, including most recently as an Audit Partner since 2003.

Mr. Wood’s employment arrangement with Raytheon is terminable by Raytheon at-will and includes an annual base salary of $400,000 and a Results-Based Incentive (“RBI”) target bonus of 60% of annual base salary, with a guaranteed RBI bonus of $120,000 for 2006. Subject to certain approvals, Mr. Wood will also be awarded 5,000 shares of restricted stock, with the restrictions thereon lapsing at a rate of one-third per year on the second, third and fourth anniversaries of his date of hire. In addition, Mr. Wood will be eligible to participate in certain Raytheon benefit plans and programs, including the deferred compensation plan, severance program, excess savings plan, and key employee relocation policy, enter into a change in control severance agreement and receive other perquisites, including a leased car allowance, insurance and financial planning, all in a manner and on terms and conditions substantially similar to other Raytheon executive officers.

In August 2006, Raytheon’s relocation vendor purchased Mr. Wood’s former residence for $1,155,000 in accordance with Raytheon’s key employee relocation policy. For more detail regarding such policy, see our Summary of Raytheon Company Key Employee Relocation Arrangement, filed as an exhibit to our Current Report on Form 8-K filed March 25, 2005.

From time to time, Raytheon has engaged and may continue to engage KPMG LLP to provide certain professional services. Mr. Wood did not serve on any of these engagements.

Upon his arrival at Raytheon, Mr. Wood will serve as our Principal Accounting Officer, a position currently held on an interim basis by David C. Wajsgras, our Senior Vice President and Chief Financial Officer.

(d) Exhibits

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.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b)   On May 22, 2006, Biggs C. Porter, our current Vice President and Corporate Controller and Principal Accounting Officer, notified us that he is resigning effective June 2, 2006 to accept a position at another company.

(c)    Upon Mr. Porter’s departure, David C. Wajsgras, our Senior Vice President and Chief Financial Officer, will, on an interim basis, serve as our acting Principal Accounting Officer. For a description of Mr. Wajsgras’ business experience, employment arrangement and other information, which description is incorporated by reference herein, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2006.

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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.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On February 22, 2006, Raytheon Company announced the appointment of David C. Wajsgras, 46, as Senior Vice President and Chief Financial Officer, effective March 13, 2006. Mr. Wajsgras replaces Biggs C. Porter, who served as acting Chief Financial Officer since April 2005. Mr. Porter will continue to serve as Vice President and Controller of the Company.

Prior to being appointed Chief Financial Officer of the Company, Mr. Wajsgras most recently served as Executive Vice President and Chief Financial Officer of Lear Corporation since August 2005. From January 2002 to August 2005, he served as Senior Vice President and Chief Financial Officer of Lear Corporation. He joined Lear in September 1999 as Vice President and Controller. Mr. Wajsgras is a director of 3Com Corporation and serves as Chairman of 3Com’s Audit and Finance Committees.

The terms of Mr. Wajsgras’ employment arrangement, terminable by the Company at will, include an annual base salary and a target Results-Based Incentive award, a restricted stock award, a restricted stock unit award under the Company’s Long-Term Performance Plan, and perquisites and benefits generally available to other Company executives. The Company also will enter into a Change in Control Severance Agreement with Mr. Wajsgras pursuant to which Mr. Wajsgras will be entitled to three times his annual base salary plus bonus in the event that he is terminated other than for cause within two years of a change in control of the Company. The foregoing summary of Mr. Wajsgras’ compensation arrangement is qualified in its entirety by the Letter Agreement with Mr. Wajsgras which is filed herewith as Exhibit 10.1.

Exhibit 99.1     Press Release of Raytheon Company dated February 22, 2006

Exhibit 10.1     Letter Agreement dated February 21, 2006 between Raytheon Company and David C. Wajsgras

SIGNATURE

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.

Dated: February 27, 2006

RAYTHEON COMPANY

By: /s/ Jay B. Stephens

        Jay B. Stephens

        Senior Vice President and General Counsel

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On April 15, 2005, Raytheon Company (“Raytheon” or the “Company”) issued a press release announcing that the staff of the Securities and Exchange Commission (“SEC” or “Commission”) had made a preliminary decision to recommend that the Commission bring action against Edward S. Pliner, its Senior Vice President and Chief Financial Officer. The Company’s press release further indicated that Mr. Pliner had been placed on administrative leave by the Company. During the pendency of his administrative leave, Mr. Pliner will remain an employee of the Company but will have no responsibility for the Company’s day-to-day management and no responsibility for the preparation of the Company’s financial statements, its public disclosure documents or similar matters. On April 18, 2005, Mr. Pliner received notification from the staff of the SEC of its preliminary decision to recommend that the Commission bring an action against him alleging violations of various provisions of the federal securities laws. The staff is providing Mr. Pliner the opportunity to respond in writing.

Also on April 15, 2005, the Company named its Vice President and Controller, Biggs C. Porter, as acting Chief Financial Officer. Mr. Porter is 51 years old and has been the Vice President and Corporate Controller since May 2003. From December 2000 to May 2003, Mr. Porter was Senior Vice President and Corporate Controller of TXU Corp., an energy company. From 1996 to December 2000, he was chief financial officer of Northrop Grumman’s Integrated Systems and Aerostructure Sector and its Commercial Aircraft Division.

ITEM 5.02(b) DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On February 28, 2005, John H. Tilelli, Jr. informed the Company that he has decided not to stand for re-election to the Company’s Board of Directors. Mr. Tilelli currently serves on the Public Affairs Committee of the Board. His current term will expire at the Annual Stockholders’ Meeting scheduled to occur on May 4, 2005. Mr. Tilelli will continue to serve on the Board and the Public Affairs Committee until the Annual Meeting.

SIGNATURE

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.

Dated: March 1, 2005