1.

Per your disclosure, the CAS Pension Harmonization Rule (CAS Harmonization) was published in the Federal Register on December 27, 2011 and will begin to impact the pension costs recognized on contracts in 2013. In this regard, we note that CAS Harmonization (A) shortens the CAS amortization period for pension gains and losses from 15 years to 10 years and (B) requires the use of a discount rate based on high quality corporate bonds for purposes of measuring liabilities when determining CAS pension expense. We also note that the shortening of the amortization period for pension gains and losses would appear to result in the acceleration of the recognition of pension gains and losses as contract costs. Given that you apply percentage-of-completion accounting to a substantial portion of your contracts, please describe for us and disclose any material effects that CAS Harmonization may have on your contract accounting and reported consolidated and segment results. In this regard, your response and disclosure should discuss information including, but not limited to, the following:

•	The total CAS pension gains and/or losses that were subject to amortization as of your most recent annual and interim period balance sheet date;

•	Whether CAS Harmonization is expected to result in either an increase or a decrease in your estimates of the total pension costs expected to be allocated to your existing contracts over their contract life (i.e., cost at completion), as a result of the increase to the pension gains and/or losses that may be recognized on an annual basis and other effects;

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•	Whether CAS Harmonization is expected to impact the timing or amount of periodic revenue recognition for contracts accounted for under the percentage-of-completion method;

•	Whether CAS Harmonization is expected to impact the margins recognized on your contracts and/or result in either favorable or unfavorable Estimate at Completion (EAC) adjustments; and

•	The anticipated impact that the use of a discount rate based on high quality bonds (i.e., in connection with the adoption of CAS Harmonization), rather than a discount rate that is consistent with your long-term ROA assumption, will have on accumulated CAS pension gains and/or losses, CAS pension expense, contract margins, the timing of revenue recognition, and/or EAC adjustments, as applicable.

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2.

Please refer to your discussion of CAS Harmonization on page 37 of your filing. We note that you may be entitled to an equitable adjustment for some portion of the increase in costs on contracts related to CAS Harmonization, since CAS Harmonization is a mandatory change in cost accounting for government contractors. To the extent known or expected, please tell us the factors that are currently being considered and/or will be considered in determining (A) whether you will receive an equitable adjustment and (B) the portion of the increased costs that will qualify for such adjustment. In this regard, your response should explain whether this matter has been formally addressed in connection with the development or adoption of the CAS Harmonization rule and pricing of the affected contracts. You should also explain to us whether your intended accounting upon adoption of the CAS Harmonization rule assumes receipt of an equitable adjustment and, if so, the portion (e.g., percentage) of the increase in costs that you have deemed to be recoverable. Lastly, please consider whether it would be appropriate to include a risk factor associated with the adoption of CAS Harmonization.

3.

Per your disclosure on page 40, you would expect (A) your pension funded status to approximate 100% on a projected benefit obligation basis and (B) the corresponding accumulated other comprehensive loss to be substantially reduced, if your pension benefit obligations were valued at the 25-year historical average interest rate of high quality corporate bonds, which is 7%. We note that this disclosure is supplemental to the discount rate sensitivity analysis disclosure that was provided on page 38 of your filing. In this regard, we believe that your disclosure regarding the hypothetical funded status of your pension plan based upon a discount rate of 7% would appear to only be meaningful, informative, and/or relevant to investors if 7% reflected a discount rate that would be reasonably expected to be used to value your pension benefit obligations in the foreseeable future. In this regard, we note that your current discount rate, which you state is based

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4.

Per your disclosure, bookings is one of the metrics that is most relevant to an understanding of management's view of segment performance - particularly, as you believe bookings are an important measure of future performance and are an indicator of potential future changes in net sales. However, we note that your analyses of segment bookings for comparable reporting periods are primarily limited to the disclosure of notable contract awards, without further explanation of the variance between the absolute value of the bookings for the respective periods. We also note that the identified contract awards oftentimes represent only a portion of total bookings for each comparable period and do not necessarily explain the variance in the respective segments' bookings. In this regard, we believe that your disclosure would be significantly enhanced if it were supplemented by a discussion of qualitative factors that may have contributed to the variances in the absolute value of bookings for your comparable reporting periods. For example, please consider whether it would be appropriate to expand your disclosure to discuss factors such as variances in the total number of new contracts booked, variances in the lengths of contracts booked, and variances in the renewal rates for existing contracts. Please revise your disclosure, as appropriate, or advise.

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▪	Desired capability by the customer and urgency of customer needs;

▪	Fiscal constraints placed on customer budgets;

▪	Timing of customer negotiations;

▪	Timing of option exercises or increases in scope; and

▪	Timing of competitive awards.

5.

Based upon your disclosure, total net sales for 2012 included $54 million of lower net sales associated with the UKBA Program than fiscal year 2011, due to the termination of the program. We also note that net sales associated with the UKBA Program for fiscal year 2011 were $240 million higher than net sales attributable to the program for fiscal year 2010, due to the UKBA Program Adjustment recognized during fiscal year 2010. While we acknowledge that the termination of the contract with UKBA appears to have resulted in adjustments to the accounting estimates associated with the contract, it appears that you may have continued to recognize revenue on the UKBA program during fiscal years 2011 and 2012. If true, please tell us the amount of UKBA program revenue recognized for each of those fiscal years, as well as basis for the recognition of any UKBA program revenue subsequent to July 22, 2010, the date that UKBA notified your subsidiary (i.e., RSL) that the program had been terminated for cause. As part of your response, please also tell us whether you continued to incur costs attributable to the UKBA program during fiscal years 2011 and 2012. Lastly, tell us whether there is a relationship between the UKBA program revenue that you recognized during fiscal years 2011 and 2012 and the amounts that UKBA is attempting to “clawback” through the detailed claims submitted to arbitration (i.e., as described on page 101 of your Form 10-K).

6.

Based upon the disclosure on page 111, you have assumed an “expected long-term rate of return on plan assets” of 8.68% for purposes of computing “net periodic benefit cost” for pension benefits for fiscal years 2012, 2011, and 2010. We also note that this estimated rate of return has not changed significantly from the rate assumed for years prior to fiscal year 2010. Furthermore, we note the following with regard to recent allocations of your pension plan assets:

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•	Fixed-income securities comprised approximately 30.3%, 31.2%, and 28.8% of total pension plan assets as of December 31, 2012, December 31, 2011, and December 31, 2010, respectively;

•	Cash and cash equivalents comprised approximately 5.2%, 7.3%, and 7.6% of total pension plan assets as of December 31, 2012, December 31, 2011, and December 31, 2010, respectively;

•	Aggregated U.S. and international equities allocations of approximately 45.6%, 46.3%, and 52% of total pension plan assets at December 31, 2012, December 31, 2011, and December 31, 2010 are all significantly below the maximum aggregated target allocation for U.S. and international equities at each respective balance sheet date; and

•	The maximum aggregated target allocation for U.S. and international equities has declined from 90% at December 31, 2008 to (A) 70% at December 31, 2010 and December 31, 2011 and (B) 60% at December 31, 2012.

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▪	Whether our historical average annual return for our pension plan over an extended period (i.e., since the inception of ASC 715) is above or below our expected long-term ROA assumption;

▪	A number of consistent years of actual return performance below or above our expected long-term ROA assumption; and

▪	Whether the expected long-term ROA assumption falls inside or outside of the 25th to 75th percentile reasonable range of results, which could be driven by significant changes in our investment strategy or significant changes in the underlying capital market assumptions.

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Our investment policy defines the asset allocation ranges, specific to each asset class, that are set to meet the asset performance objectives for the plan, taking into account risk targets and associated returns. Since 2008, the asset allocation ranges have been narrowed by reducing the maximum investment allocation and increasing the minimum investment allocation for all investment categories, with the exception of other investments (including private equity and real estate), where the range has increased from 4 to 17% in 2008 to 8 to 30% in 2012, consistent with the increase in investments in that category. Asset allocation ranges are set widely enough to allow enough flexibility to meet investment objectives in most economic environments without reaching the maximum or minimum ends of the ranges.

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Your comment notes a decline in the “maximum aggregated target asset allocation for U.S. and international equities” from 90% at December 31, 2008 to 60% at December 31, 2012. As noted above, the intent is not to invest at the actual maximum or minimum levels of these ranges and, as such, the boundaries of the ranges are not the basis of developing our expected long-term ROA assumption. An investment profile that was made up of allocations at the maximum range for all of our asset class would exceed 100% of total assets when all classes are added together.

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While we have made changes to the acceptable ranges for various asset classes over the years, actual asset allocations across asset categories have remained relatively consistent year over year, with the exception of some movement from traditional securities to other investments including private equity and real estate (increasing from 11% as of December 31, 2010 to 17% as of December 31, 2012). This movement is consistent with our strategy to increase asset exposure in that area since private equity and real estate investments tend to be a higher returning asset class than traditional equity securities.

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Our portfolio of fixed income securities is comprised mostly of investments in high grade corporate bonds with little exposure to treasury securities. In addition, it includes other “alpha” oriented strategies designed to generate excess returns over our beta benchmarks. These are long / short strategies, high yield, emerging market debt, securitizations or multi-sector allocators. While the portfolio has exposure to bonds with short, intermediate and long-term maturities, there is no specific maturity allocation. Fixed income is structured not for yield but for total return, taking into account most interest rate environments, with both fixed and floating rate instruments of varying credit quality. Our fixed income returns have averaged 7.2% versus average 10-year treasury yields at 2.3% in the past three years.

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Cash held in the plan, as disclosed on page 114 of our 2012 Form 10-K, includes cash held by investment managers and varies throughout the year based on investment strategy and the timing of investment decisions. The actual cash held as of December 31, 2012 and 2011 was also higher than our internal investment cash target of approximately 3% due to our discretionary contributions of $750 million and $500 million made on December 8, 2011 and December 17, 2012, respectively.

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Since January 1, 2008, our domestic pension plans' actual rates of return were approximately 12%, (1)%, 11%, 17% and (26) % (for 2012, 2011, 2010, 2009 and 2008, respectively). The average annual return for this period was approximately 3%, which includes the significant 2008 market decline. The average annual return for the most recent four-year period (excluding 2008) was approximately 10%. Our current pension asset performance through April 2013 is above 6%.

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Several economic assumptions are inputs to the process used to develop the long-term ROA assumption. Below are the expected arithmetic and geometric returns for various asset classes used in Raytheon's domestic pension allocation, along with the standard deviations of each asset class. We have also provided the 25th to 75th percentile ranges for each asset class as if it were valued on a standalone basis. When the

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▪	The long-term allocation of pension assets amongst each major asset class, as used for purposes of determining the reasonable range for the expected long-term ROA assumption is as follows:

▪	The actual returns for each classification of pension assets for each of the last three years are as follows:

7.

Per your disclosure on page 39 of MD&A, deferred pension gains and losses (e.g., actuarial gains and losses) that have been reported within accumulated other comprehensive loss (“AOCL”) are amortized and included in future pension expense over the average employee service period of approximately 10 years at December 31, 2012. Based upon this accounting policy and the net actuarial loss of $10.626 billion reported within AOCL at December 31, 2011, it may have been reasonable to assume that “recognized net actuarial loss” for fiscal year 2012 would have been approximately $1.063 billion, rather than $939 million. However, we acknowledge that the difference between the actual “recognized net actuarial loss” and the expectation based upon your accounting policy could be attributable to factors such as (A) the limitation of amortization to those losses that exceeded the 10 percent of the greater of the projected benefit obligation or the market-related value of plan assets (i.e., the “corridor”), in accordance with FASB ASC 715-30-35-24 or (B) the use of a “calculated” market-related value, rather than a market-related value that is based upon fair value. In this regard, please explain to us the factors that contributed to the aforementioned difference between the potential expected deferred loss amortization of $1.063 billion and the actual loss amortization of $939 million. In addition, revise the disclosure provided in Note 14 to the financial statements, your “pension and other postretirement benefits costs” accounting policy in Note 1 to the financial statements, and your critical accounting policy in MD&A to explicitly state (a) whether you apply the “corridor” method to determine the deferred actuarial losses that are subject to amortization and (b) whether the market-related value that you apply is based upon a “calculated” value or fair value.

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8.

We note that, as of April 1, 2013, you consolidated your structure, including certain reportable segments, in order to streamline operations, increase productivity, and achieve stronger alignment with your customers' priorities. In this regard, we note that your former Intelligence and Information Systems segment (“IIS”) and former Technical Services segment (“TS”) have been combined and deemed a single reportable segment for financial reporting purposes. We also note that your Integrated Defense Systems segment (“IDS”), Missile Systems segment (“MS”), and Space and Airborne Systems segment (“SAS”) are each being expanded in connection with the realignment of your Network Centric Systems segment (“NCS”). In this regard, please describe for us, in greater detail, the nature of the specific actions that you have taken to streamline operations, increase productivity, and achieve stronger alignment with customers' priorities in connection with the consolidation of your reporting structure. For example, with regard to your former NCS segment, explain whether the products and programs of this segment have been reallocated and integrated into IDS, MS, and SAS, as well as whether or not the revenue and costs attributable to the associated contracts continue to be tracked, monitored, and/or managed separately from IDS, MS, and SAS for internal reporting purposes. Similarly, explain whether restructuring activities (e.g., facilities consolidation, personnel actions, etc.) have occurred. In addition, tell us whether discrete financial information - for example, revenues, costs, and/or profit measures - related specifically to the former operations of TS and NCS will continue to be available and whether your chief operating decision maker (the “CODM”) will continue to review operating results or other information specific to the activities of TS and/or NCS. In connection with the preceding sentence, tell us if you are aggregating operating segments pursuant to ASC 280-10-50-11 and, if so, the operating segments that are being aggregated and the reportable segment into which aggregated.

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Advanced Programs, Raytheon BBN's programs, and Integrated Communication Systems programs became part of SAS. These changes will help SAS work on next-generation airborne and space sensors and communications capabilities. Richard R. Yuse continues to be the president of SAS. On May 2, 2012, we announced that SAS business headquarters will transition from El Segundo, CA, to McKinney, TX, where SAS already has a major business presence.

▪	Combat and Sensing Systems programs became part of MS. Combat and Sensing Systems' sensing and targeting solutions are often part of larger weapon systems and the change will more effectively allow MS to pursue integrated weapons systems programs. Dr. Taylor W. Lawrence continues to be the president of MS.

▪	C4I programs became part of IDS. C4I provides many of the Air and Joint C2 systems that connect with IDS' integrated air and missile defense systems, while IDS' radar strengthens Battlefield and Air Traffic Control radar products. Daniel J. Crowley was named president of IDS.

9.

We note that paragraph 3 of the certifications provided by your principal executive officer and principal financial officer inadvertently repeats the language required by and contained in paragraph 2 of the respective certifications. We also note that both the certification of the principal executive officer and the certification of the principal financial officer have been labeled “certification of chief executive officer.” In this regard, please provide an abbreviated amendment to your filing that consists of a cover page, an explanatory note, a signature page, and revised certifications of your principal executive officer and principal financial officer that (A) comply with Item 601(b)(31) of Regulation S-K and (B) are appropriately labeled.

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•	The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

•	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to our filings; and

•	The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.