1 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, 2002 RAYTHEON COMPANY (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 1-13699 95-1778500 (Commission File Number) (IRS Employer Identification Number) 141 Spring Street Lexington, Massachusetts 02421 (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code: (781) 862-6600
2 Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings dated August 9, 2002. 99.2 Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings dated August 14, 2002. Item 9. Regulation FD Disclosure On August 14, 2002, Daniel P. Burnham, Chairman and Chief Executive Officer of Raytheon Company, and Franklyn A. Caine, Senior Vice President and Chief Financial Officer of Raytheon Company, each submitted to the SEC sworn statements required by Securities and Exchange Commission Order No. 4-460. The two statements are furnished as Exhibits 99.1 and 99.2, respectively. 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: August 14, 2002 RAYTHEON COMPANY By: /s/ Neal E. Minahan Neal E. Minahan Sr. Vice President and General Counsel
1 EXHIBIT INDEX Exhibit Number Description 99.1 Statement under oath of principal executive officer regarding facts and circumstances relating to Exchange Act filings dated August 9, 2002. 99.2 Statement under oath of principal financial officer regarding facts and circumstances relating to Exchange Act filings dated August 14, 2002.
1 EXHIBIT 99.1 OMB Number: 3235-0569 Expires: January 31, 2003 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Daniel P. Burnham, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Raytheon Company, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K filed with the Commission on March 19, 2002 of Raytheon Company; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Raytheon Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to any of the foregoing. Signature: /s/ Daniel P. Burnham Daniel P. Burnham Chairman and Chief Executive Officer Date: August 9, 2002 /s/Adrienne C. Jackson Adrienne C. Jackson, Notary Public My Commission Expires: May 21, 2003
1 EXHIBIT 99.2 OMB Number: 3235-0569 Expires: January 31, 2003 Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Franklyn A. Caine, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Raytheon Company, and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K filed with the Commission on March 19, 2002 of Raytheon Company; o All reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Raytheon Company filed with the Commission subsequent to the filing of the Form 10-K identified above; and o Any amendments to any of the foregoing. Signature: /s/Franklyn A. Caine Subscribed and sworn to before me Franklyn A. Caine, this 14th day of August 2002. Chief Financial Officer Date: August 14, 2002 /s/Nicole L. Sheridan Wilson Nicole L. Sheridan Wilson, Notary Public My Commission Expires: April 10, 2003