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): ~~March~~April 93, 2020

RAYTHEON COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-13699

95-1778500

(State of

Incorporation)

(Commission

File Number)

(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:

☒☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol

Name of Each Exchange

on Which Registered

Common Stock, $0.01 par value

RTN

New York Stock Exchange

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. ☐

~~Item~~Introductory ~~1.01~~Note ~~Entry into a Material Definitive Agreement.~~

OnThis Current Report on Form 8-K is being filed in connection with the completion on April 3, 2020 (the “Closing Date”) of the transactions contemplated by the Agreement and Plan of Merger, dated as of June 9, 2019, as amended by Amendment No. 1 (the “Amendment”) to the Agreement and Plan of Merger, dated as of March 9, 2020 (as amended, the “Merger Agreement”), by and among Raytheon Company, a Delaware corporation (“Raytheon”), United Technologies Corporation, a Delaware corporation (“UTC”) and Light Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of UTC (“Merger Sub”), ~~entered~~pursuant ~~into~~to ~~Amendment~~which ~~No. 1~~Merger Sub merged with and into Raytheon (the “~~Amendment~~Merger”), towith Raytheon surviving the ~~Agreement~~Merger ~~and~~as ~~Plan~~a wholly owned subsidiary of UTC. At the effective time of the Merger (the “~~Merger~~Effective ~~Agreement~~Time”), ~~dated~~UTC aschanged ofits ~~June 9,~~name ~~2019,~~to byRaytheon ~~and~~Technologies ~~among~~Corporation ~~UTC, Merger Sub and Raytheon~~(“RTX”).

AsItem ~~previously~~1.02 ~~disclosed~~Termination ~~and pursuant to the Merger Agreement, effective as~~ of ~~the~~a ~~effective~~Material ~~time~~Definitive of the merger of Merger Sub with and into Raytheon (the “Merger”), the board of directors of UTC will be comprised of 15 directors, of which seven will be individuals who were members of the board of directors of Raytheon (including the CEO of Raytheon) immediately prior to the effective time of the Merger, and eight will be individuals who were members of the board of directors of UTC (including the Chief Executive Officer (“CEO”) of UTC) (collectively, the “UTC Continuing Directors”) immediately prior to the effective time of the MergerAgreement.

~~The~~On ~~Amendment~~April 3, ~~amends~~2020, ~~the~~in ~~Merger~~connection ~~Agreement~~with tothe ~~provide~~closing ~~that~~of atthe ~~least~~Merger, ~~six~~Raytheon terminated, ~~rather~~and ~~than~~prepaid all, ofamounts ~~the~~outstanding ~~seven~~under, ~~UTC~~the ~~Continuing~~Competitive ~~Directors~~Advance (and ~~other~~Revolving ~~than~~Credit ~~the~~Agreement, ~~CEO~~dated as of ~~UTC)~~September 30, ~~will~~2019 ~~qualify~~ (as anamended, ~~“independent~~restated, ~~director”~~supplemented ~~under~~or ~~the~~otherwise ~~listing~~modified ~~standards~~prior ofto the ~~New~~date ~~York~~hereof, ~~Stock~~the ~~Exchange~~“Credit Agreement”), by and ~~the~~among ~~applicable~~Raytheon, ~~rules~~as ofborrower, the ~~U.S.~~financial ~~Securities~~institutions ~~and~~party ~~Exchange~~thereto, ~~Commission~~as lenders, and ~~makes~~JPMorgan ~~certain~~Chase ~~related~~Bank, ~~changes~~N.A., toas ~~the~~administrative ~~bylaws~~agent. ofNo ~~the~~early ~~combined~~termination ~~company~~penalties ~~attached~~were toincurred ~~the~~by ~~Merger~~Raytheon ~~Agreement as Annex A~~ in connection with ~~this~~the ~~change~~termination of the Credit Agreement.

~~Other~~Item ~~than as expressly modified pursuant to the Amendment, the Merger Agreement remains in full force and effect as originally executed on June 9, 2019~~2.01 ~~The~~Completion ~~foregoing description~~ of ~~the~~Acquisition ~~Amendment~~or ~~does~~Disposition ~~not purport to be complete and is subject to, and qualified in its entirety by, the full text~~ of ~~the Amendment attached hereto as Exhibit 2~~Assets.~~1 to this Current Report on Form 8-K, which is incorporated herein by reference.~~

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each issued and outstanding share of Raytheon common stock, par value $0.01 per share (“Raytheon Common Stock”) (other than shares held by Raytheon as treasury stock) was converted into the right to receive 2.3348 (the “Exchange Ratio”) fully paid and nonassessable shares of UTC common stock (“UTC Common Stock”); plus, if applicable, cash in lieu of fractional shares of UTC Common Stock.

As of the Effective Time, each outstanding award of unvested restricted shares of Raytheon Common Stock (each, a “Raytheon Restricted Stock Award”) was automatically, and without any action on the part of the holder thereof, treated as follows: (1) if such Raytheon Restricted Stock Award became vested at the Effective Time pursuant to its terms, such Raytheon Restricted Stock Award was converted into the right to receive a number of shares of UTC Common Stock equal to the product of (a) the number of shares of Raytheon Common Stock subject to such Raytheon Restricted Stock Award immediately prior to the Effective Time and (b) the Exchange Ratio (with a cash payment in respect of any fractional shares in accordance with the terms and conditions set forth in the Merger Agreement), less applicable tax withholding; or (2) if such Raytheon Restricted Stock Award did not become vested at the Effective Time pursuant to its terms, such Raytheon Restricted Stock Award was converted into an award of unvested restricted shares of UTC Common Stock with the same terms and conditions that applied to such Raytheon Restricted Stock Award immediately prior to the Effective Time, relating to a number of shares of UTC Common Stock equal to the product, rounded to the nearest whole number of shares, of (a) the number of shares of Raytheon Common Stock subject to such Raytheon Restricted Stock Award immediately prior to the Effective Time and (b) the Exchange Ratio.

As of the Effective Time, each outstanding award of time-based vesting restricted stock units relating to Raytheon Common Stock (each, a “Raytheon RSU Award”) was automatically, and without any action on the part of the holder thereof, treated as follows: (1) if such Raytheon RSU Award became vested at the Effective Time pursuant to its terms, such Raytheon RSU Award was cancelled and converted into the right to receive a number of shares of UTC Common Stock equal to the product of (a) the number of shares of Raytheon Common Stock subject to such Raytheon RSU Award immediately prior to the Effective Time and (b) the Exchange Ratio (plus a cash payment in respect of any fractional shares in accordance with the terms and conditions set forth in the Merger Agreement), less applicable tax withholding; or (2) if such Raytheon RSU Award did not become vested at the Effective Time pursuant to its terms, such Raytheon RSU Award was converted into an award of UTC restricted stock units with the same terms and conditions that applied to such Raytheon RSU Award immediately prior to the Effective Time, relating to a number of shares of UTC Common Stock equal to the product, rounded to the nearest whole number of shares, of (a) the number of shares of Raytheon Common Stock subject to such Raytheon RSU Award immediately prior to the Effective Time and (b) the Exchange Ratio.

As of the Effective Time, each outstanding award of performance-based vesting restricted stock units relating to Raytheon Common Stock (each, a “Raytheon PSU Award”) was automatically, and without any action on the part of the holder thereof, converted into an award of UTC restricted stock units with the same terms and conditions (other than performance-based vesting conditions) that applied to such Raytheon PSU Award immediately prior to the Effective Time, relating to a number of shares of UTC Common Stock equal to the product, rounded to the nearest whole number of shares, of (1) the number of shares of Raytheon Common Stock subject to such Raytheon PSU Award immediately prior to the Effective Time (with such number of shares determined by deeming the applicable performance conditions to be achieved at (a) if the Effective Time occurred within the first calendar year of the relevant performance cycle, target level of performance and (b) if the Effective Time occurred on or after completion of the first calendar year of the relevant performance cycle, (i) with respect to the relative total shareholder return performance metric, actual performance through the last business day preceding the Closing Date and (ii) with respect to the return on invested capital and cumulative free cash flow performance metrics, actual performance for all completed calendar years in the relevant performance cycle and assumed performance at target for each remaining calendar year of the performance cycle (with determinations of actual performance made by the Management Development and Compensation Committee of Raytheon’s Board of Directors after consultation with UTC)) and (b) the Exchange Ratio.

The foregoing description of the completion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed by Raytheon with the SEC on June 10, 2019, and the Amendment, which was filed by Raytheon with the SEC on March 13, 2020, both of which are also included as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On April 3, 2020, in connection with the completion of the Merger, Raytheon notified the New York Stock Exchange (the “NYSE”) that the Merger has been completed and requested that trading in Raytheon Common Stock be suspended prior to the opening of trading on April 3, 2020. In addition, Raytheon requested that the NYSE file with the SEC a notification of removal from listing on Form 25 to delist the shares of Raytheon Common Stock from the NYSE and deregister the shares of Raytheon Common Stock under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Raytheon Common Stock will no longer be listed on the NYSE. Additionally, Raytheon intends to file with the SEC a certification and notice on Form 15 under the Exchange Act requesting the termination of the registration of Raytheon Common Stock under Section 12(g) of the Exchange Act and the suspension of Raytheon’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Raytheon Common Stock will cease to have any rights with respect thereto, except the right to receive the merger consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

Item 5.01

Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As of the Effective Time, as contemplated under the Merger Agreement, Merger Sub merged with and into Raytheon, with Raytheon continuing as the surviving corporation and a wholly owned subsidiary of UTC.

Item 5.02

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

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

As of the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of Raytheon ceased serving as directors of Raytheon and the directors of Merger Sub, Sean P. Moylan and David Whitehouse, became the directors of Raytheon. Following the Effective Time on the Closing Date, Messrs. Moylan and Whitehouse voluntarily resigned as directors of Raytheon and Roy A. Azevedo, Wesley D. Kremer, Frank R. Jimenez and Anthony F. O’Brien were appointed directors of Raytheon.

As of the Effective Time, Tracy A. Atkinson, Thomas A. Kennedy, George R. Oliver, Dinesh C. Paliwal, Ellen M. Pawlikowski, James A. Winnefeld and Robert O. Work, each a former director of Raytheon, became directors of RTX.

Also in connection with the completion of the Merger, as of the Effective Time, Roy A. Azevedo and Wesley D. Kremer were each appointed as a co-President of Raytheon and became the principal executive officers of Raytheon. Anthony F. O’Brien and Michael J. Wood were also appointed as Vice President and Chief Financial Officer and Vice President and Controller, respectively, and will continue as the principal financial officer and principal accounting officer of Raytheon. In connection therewith, Thomas A. Kennedy, Chairman and Chief Executive Officer of Raytheon, will no longer serve in such position for the Surviving Corporation. As of the Effective Time, Mr. Kennedy became the Executive Chairman of RTX.

Item 5.03

Amendments to Articles of Incorporation or Bylaws.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

As of the Effective Time, the certificate of incorporation of Raytheon was amended and restated in its entirety (the “A&R Charter”), and the bylaws of Raytheon were amended and restated in their entirety (the “A&R Bylaws”).

Copies of the A&R Charter and the A&R Bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 5.03.

Item 8.01

Other Events.

On April 3, 2020, RTX issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	2.1	~~Amendment No. 1 to the~~ Agreement and Plan of Merger, dated as of June 9, 2019, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company (incorporated by reference to Exhibit 2.1 to Raytheon’s Current Report on Form 8-K, filed on June 10, 2019).*
	104	Cover Page Interactive Data File (embedded within Inline XBRL document)
	2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 9, 2020, by and among United Technologies Corporation, Light Merger Sub Corp. and Raytheon Company (incorporated by reference to Exhibit 2.1 to Raytheon’s Current Report on Form 8-K, filed on March 13, 2020).
	3.1	Amended and Restated Certificate of Incorporation of Raytheon Company, dated April 3, 2019.
	3.2	Amended and Restated Bylaws of Raytheon Company, dated April 3, 2019.
	99.1	Press Release, dated April 3, 2020.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Cautionary~~* ~~Statement~~The ~~Regarding~~schedules ~~Forward~~have been omitted pursuant to Item 601(b)(2) of Regulation S-~~Looking~~K. ~~Statements~~Raytheon agrees to furnish supplementally a copy of such schedules, or any section thereof, to the SEC upon request.

This communication contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide Raytheon Company’s (“Raytheon”) and United Technologies Corporation’s (“UTC”) respective management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates, R&D spend, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits of the Rockwell Collins acquisition, the proposed merger or the spin-offs by UTC of Otis and Carrier into separate independent companies (the “separation transactions”), including estimated synergies and customer cost savings resulting from the proposed merger, the expected timing of completion of the proposed merger and the separation transactions, estimated costs associated with such transactions and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which UTC and Raytheon operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in construction and in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact

of weather conditions and natural disasters, the financial condition of our customers and suppliers, and the risks associated with U.S. government sales (including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration, a government shutdown, or otherwise, and uncertain funding of programs); (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits (including our expected returns under customer contracts) of advanced technologies and new products and services; (3) the scope, nature, impact or timing of the proposed merger and the separation transactions and other merger, acquisition and divestiture activity, including among other things the integration of or with other businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs and expenses; (4) future levels of indebtedness, including indebtedness that may be incurred in connection with the proposed merger and the separation transactions, and capital spending and research and development spending; (5) future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; (6) the timing and scope of future repurchases by the combined company of its common stock, which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash; (7) delays and disruption in delivery of materials and services from suppliers; (8) company and customer-directed cost reduction efforts and restructuring costs and savings and other consequences thereof (including the potential termination of U.S. government contracts and performance under undefinitized contract awards and the potential inability to recover termination costs); (9) new business and investment opportunities; (10) the ability to realize the intended benefits of organizational changes; (11) the anticipated benefits of diversification and balance of operations across product lines, regions and industries; (12) the outcome of legal proceedings, investigations and other contingencies; (13) pension plan assumptions and future contributions; (14) the impact of the negotiation of collective bargaining agreements and labor disputes; (15) the effect of changes in political conditions in the U.S. and other countries in which UTC, Raytheon and the businesses of each operate, including the effect of changes in U.S. trade policies or the U.K.’s pending withdrawal from the European Union, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (16) the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the Tax Cuts and Jobs Act of 2017), environmental, regulatory and other laws and regulations (including, among other things, export and import requirements such as the International Traffic in Arms Regulations and the Export Administration Regulations, anti-bribery and anti-corruption requirements, including the Foreign Corrupt Practices Act, industrial cooperation agreement obligations, and procurement and other regulations) in the U.S. and other countries in which UTC, Raytheon and the businesses of each operate; (17) negative effects of the announcement or pendency of the proposed merger or the separation transactions on the market price of UTC’s and/or Raytheon’s respective common stock and/or on their respective financial performance; (18) the ability of the parties to receive the required regulatory approvals for the proposed merger (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and to satisfy the other conditions to the closing of the merger on a timely basis or at all; (19) the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement; (20) risks relating to the value of the UTC shares to be issued in the proposed merger, significant transaction costs and/or unknown liabilities; (21) the possibility that the anticipated benefits from the proposed merger cannot be realized in full or at all or may take longer to realize than expected, including risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (22) risks associated with transaction-related litigation; (23) the possibility that costs or difficulties related to the integration of UTC’s and Raytheon’s operations will be greater than expected; (24) risks relating to completed merger, acquisition and divestiture activity, including UTC’s integration of Rockwell Collins, including the risk that the integration may be more difficult, time-consuming or costly than expected or may not result in the achievement of estimated synergies within the contemplated time frame or at all; (25) the ability of each of Raytheon, UTC, the companies resulting from the separation transactions and the combined company to retain and hire key personnel; (26) the expected benefits and timing of the separation transactions, and the risk that conditions to the separation transactions will not be satisfied and/or that the separation transactions will not be completed within the expected time frame, on the expected terms or at all; (27) the intended qualification of (i) the merger as a tax-free reorganization and (ii) the separation transactions as tax-free to UTC and UTC’s shareowners, in each case, for U.S. federal income tax purposes; (28) the possibility that any opinions, consents, approvals or rulings required in connection with the separation transactions will not be received or obtained within the expected time frame, on the expected terms or at all; (29) expected financing transactions undertaken in connection with the proposed merger and the separation transactions and risks associated with additional indebtedness; (30) the risk that dissynergy costs, costs of restructuring transactions and other costs incurred in connection with the separation transactions will exceed UTC’s estimates; and (31) the impact of the proposed merger and the separation transactions on the respective businesses of Raytheon and UTC and the risk that the separation transactions may be more difficult, time-consuming or costly than expected, including the impact on UTC’s resources, systems, procedures and controls, diversion of its management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties. There can be no assurance that the proposed merger, the separation transactions or any other transaction described above will in fact be consummated in the manner described or at all. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the joint proxy statement/prospectus (defined below) and the reports of UTC and Raytheon on Forms 10-K, 10-Q and 8-K filed with or furnished to the Securities and Exchange Commission (the “SEC”) from time to time. Any forward-looking statement speaks only as of the date on which it is made, and UTC and Raytheon assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

Additional Information and Where to Find It

In connection with the proposed merger, on September 4, 2019, UTC filed with the SEC an amendment to the registration statement on Form S-4 originally filed on July 17, 2019, which includes a joint proxy statement of UTC and Raytheon that also constitutes a prospectus of UTC (the “joint proxy statement/prospectus”). The registration statement was declared effective by the SEC on September 9, 2019, and UTC and Raytheon commenced mailing the joint proxy statement/prospectus to shareowners of UTC and stockholders of Raytheon on or about September 10, 2019. Each party will file other documents regarding the proposed merger with the SEC. In addition, in connection with the separation transactions, subsidiaries of UTC will file registration statements on Form 10. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain copies of the registration statements and the joint proxy statement/prospectus free of charge from the SEC’s website or from UTC or Raytheon. The documents filed by UTC with the SEC may be obtained free of charge at UTC’s website at www.utc.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from UTC by requesting them by mail at UTC Corporate Secretary, 10 Farm Springs Road, Farmington, CT, 06032, by telephone at 1-860-728-7870 or by email at corpsec@corphq.utc.com. The documents filed by Raytheon with the SEC may be obtained free of charge at Raytheon’s website at www.raytheon.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Raytheon by requesting them by mail at Raytheon Company, Investor Relations, 870 Winter Street, Waltham, MA, 02451, by telephone at 1-781-522-5123 or by email at invest@raytheon.com.

No Offer or Solicitation

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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: March 13, 2020

/s/ Frank R. Jimenez

Date: April 3, 2020

/s/ Frank R. Jimenez

Frank R. Jimenez

Vice President, General Counsel and Secretary

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