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UNITED STATES DISTRICT COURT
DISTRICT OF COLUMBIA
UNITED STATES OF AMERICA
v.
JAMES E. CARTWRIGHT,
Defendant.

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Cr. No. 16-CR-188

UNITED STATES’ MEMORANDUM IN AID OF SENTENCING

I.

INTRODUCTION
Public office is a public trust. The United States entrusted the Defendant, James E.

Cartwright, a retired United States Marine Corps four-star general who served as the Vice
Chairman of the Joints Chiefs of Staff, with some of its most sensitive and consequential
classified information. That classified information, and the Defendant’s obligation not to
disclose it to individuals who were not authorized to receive it, remained with him after he
retired from government service in September 2011. The Defendant violated this trust by: (1)
leaking highly classified information to reporters on multiple occasions; (2) lying to the FBI in
an effort to conceal his crimes; and (3) distributing another fabricated version of his conduct
after the plea hearing, to falsely portray his crimes as acts of heroism.
On October 17, 2016, before this Court, the Defendant pled guilty to a felony offense and
admitted to making unauthorized disclosures of TOP SECRET//SCI information to two
individuals and to lying to the FBI about doing so, as described in the detailed Statement of
Offense filed on October 14, 2016 (“Statement of Offense”).
The United States recommends that the Court impose a sentence of 24 months of
incarceration in this case. Such a sentence is sufficient but not greater than necessary to comply

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with the purposes of sentencing set forth in 18 U.S.C. § 3553(a). The Defendant chose to violate
the law in two distinct ways. First by providing and confirming TOP SECRET//SCI information
to persons not authorized to receive it, and then by lying to the FBI as they conducted a criminal
investigation into these unauthorized disclosures. The characteristics of the Defendant,
specifically his extensive training in the proper handling of classified information, demonstrate
that this was not a mistake or an error in judgment. Additionally, the need for deterrence is
strong. Everyday across the United States Government, individuals are entrusted with highly
sensitive classified information. They must understand that disclosing such information to
persons not authorized to receive it has severe consequences. Finally, the Government’s
sentencing recommendation is within the spectrum of sentences imposed in recent cases
involving the unauthorized disclosure of classified information and lying to federal investigators,
and thus avoids unwarranted sentencing disparities.
II.

FACTUAL SUMMARY
In 2012, David Sanger published a book and an accompanying article that contained

highly sensitive classified information. Within days of the article’s publication, the Attorney
General of the United States tasked the United States Attorney for the District of Maryland and
the Federal Bureau of Investigation (FBI) with conducting a criminal investigation into the
source of the unauthorized disclosures to Sanger.
In the course of that investigation, the FBI learned, and the Defendant has admitted, that
he met with Sanger on two occasions, one in January and the other in March 2012, and that the
Defendant “provided and confirmed classified information, including TOP SECRET//SCI
information, to David Sanger,” in the course of those meetings. Statement of Offense ¶ 10.

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The FBI also learned, and the Defendant has also admitted, that in February 2012, he
“confirmed classified information, including TOP SECRET//SCI information” to Daniel
Klaidman, a second reporter. Id. at ¶12.
On November 2, 2012, the Defendant agreed to a voluntary interview with the FBI.
During that interview, which lasted more than three hours, the Defendant repeatedly denied that
he had disclosed or confirmed TOP SECRET//SCI information to either Sanger or Klaidman.
Further, he offered the interviewing FBI agents a detailed, yet fabricated, version of events
concerning his communications with Sanger and the two meetings they had in an attempt to
deceive law enforcement into believing he was not the source of any of the classified information
disclosed to Sanger. Similarly, the Defendant denied even discussing with Klaidman the subject
matter of the article that Klaidman wrote that contained classified information, information that
the Defendant now admits he confirmed before the article’s publication. He made these denials
precisely because he knew what he did was wrong and not because he believed he was “engaged
in the well-known and understood practice of attempting to save national secrets,” the version of
events he now offers in mitigation of his criminal conduct. Attachment 1 (Statement from
Gregory Craig).
When confronted with emails between himself and Sanger that demonstrated that the
Defendant’s version of events was indeed false, and with an email exchange with Klaidman in
which the Defendant confirmed TOP SECRET//SCI information, the Defendant passed out and
was taken to the hospital. The Defendant apparently had an attack of conscience and blacked out
when the FBI confronted him with evidence that he had lied to them in the course of a voluntary
interview in which he had agreed to participate. He spent the evening of Friday, November 2,
2012, at the hospital and was discharged the next day. He voluntarily resumed his FBI interview

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on Monday, November 5, 2012. During that second interview, the Defendant admitted providing
and confirming classified information to Sanger and Klaidman.
III.

UNITED STATES SENTENCING GUIDELINES CALCULATION
The advisory sentencing guidelines offense level in this case is eight, based on an offense

level of six and an agreed-upon two-level enhancement for abuse of a position of trust.
However, a two-level reduction would be appropriate for acceptance of responsibility, resulting
in an offense level of six. Plea Agreement ¶ 4.
As the Statement of Offense makes clear, the Guideline calculation understates the
seriousness of the offense. The Defendant admitted not only to lying to the FBI, but also to
disclosing TOP SECRET//SCI information to two individuals not authorized to receive it. In the
plea agreement, the parties agreed that “the Government reserves the right to seek a sentence
above the Estimated Guidelines Range based on § 3553(a) factors.” Id. at ¶ 5. Further, the
parties agreed that, “[t]he Government and [the Defendant] reserve the right to describe fully,
both orally and in writing, to the sentencing judge, the nature and seriousness of [the
Defendant’s] misconduct, including any misconduct not described in the charges to which [the
Defendant] is pleading guilty. Id. at ¶ 6.
IV.

DEFENDANT’S CRIMINAL CONDUCT
A. Applicable Law
Title 18, Section 3553, of the United States Code provides that, in determining a

particular sentence, the Court should consider the nature and circumstances of the offense and
the characteristics of the defendant. 18 U.S.C. § 3553(a)(1). In addition, it states that the Court
must consider other factors, including the need for the sentence “to reflect the seriousness of the
offense, to promote respect for the law . . . . to provide just punishment for the offense, [and] to

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afford adequate deterrence to criminal conduct.” 18 U.S.C. § 3553(a)(2)(A) & (B). Further, the
sentence should protect the public from further crimes of the defendant and provide the
defendant with needed correctional treatment. 18 U.S.C. § 3553(a)(2)(C) & (D). Finally, the
sentence should “avoid unwarranted sentence disparities among defendants with similar records
who have been found guilty of similar conduct.” 18 U.S.C. § 3553(a)(6).
B. The Seriousness of the Offense
The criminal acts in this case, both the unauthorized disclosures of TOP SECRET//SCI
information and the making of false statements to the FBI, are of grave significance. The former
affects our nation’s national security. The latter affects the ability of our criminal justice system
to effectively investigate crimes and hold the individuals responsible accountable. The United
States will address the seriousness of all the conduct to which the Defendant has admitted in the
Statement of Offense.
1. The Unauthorized Disclosures of TOP SECRET//SCI Information to
Sanger and Klaidman
In the course of FBI’s investigation in this case, the Defendant was identified as a likely
source of the classified information that Sanger published. A United States Magistrate Judge in
this court authorized a search warrant for the Defendant’s personal email account, which
revealed evidence that the Defendant made unauthorized disclosures of classified information to
Sanger. Also contained in those emails was conclusive evidence that the Defendant made an
unauthorized disclosure of classified information to Klaidman.
In the Statement of Offense, the Defendant admitted he made unauthorized disclosures of
TOP SECRET//SCI information to both Sanger and Klaidman:
Between January and June 2012, Cartwright provided and confirmed classified
information, including TOP SECRET//SCI information, to David Sanger. David
Sanger was a reporter for a national newspaper. David Sanger was not authorized
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to receive the classified information that Cartwright provided to him and
confirmed to him. David Sanger included the classified information Cartwright
communicated to him in an article that was published in the national newspaper
for which he worked and in a book he authored.
***
In February 2012, Cartwright confirmed classified information, including TOP
SECRET//SCI information, to another reporter, Daniel Klaidman. Daniel
Klaidman was a reporter for a national news organization. Daniel Klaidman was
not authorized to receive the classified information that Cartwright confirmed.
Daniel Klaidman included the classified information Cartwright confirmed to him
in an article that was published in the news magazine for which he worked.
Statement of Offense ¶¶ 10 and 12. Thus, there is no dispute that the Defendant made unauthorized
disclosures of TOP SECRET//SCI information to two individuals who were not authorized to
receive it. The substance of those disclosures is discussed in the Classified Addendum to this
Memorandum.
The Defendant knew that the unauthorized disclosure of information that is classified as
“TOP SECRET//SCI” reasonably could be expected to result in “exceptionally grave” damage to
the national security of the United States. See Statement of Offense ¶ 4; see also Executive
Order 13526. The “Classified Information Non-Disclosure Agreement” he signed when he
retired from government service in September 2011, clearly stated: “I have been advised that
unauthorized disclosure . . . by me could cause damage or irreparable injury to the United States
or could be used to advantage by a foreign nation.” Statement of Offense ¶ 11.
As a result, the Defendant’s decision to provide and confirm TOP SECRET//SCI
information to two individuals who, he admits, were not authorized to receive it and who he
knew were likely to publish the information, was profoundly dangerous. He did so, as he
ultimately admitted in his interview with the FBI, without authorization and without even

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consulting anyone in the United States Government before or after he communicated with
Sanger and Klaidman.
This was not a single episode. It was not a slip of the tongue when he “provided and
confirmed” TOP SECRET//SCI information to Sanger and “confirmed” classified information to
Klaidman or when he denied doing so to the FBI. These episodes were not momentary lapses in
judgment or the product of mistake or any misunderstanding. The Defendant’s criminal conduct
spanned a ten-month period from January 2012, when he first made unauthorized disclosures to
Sanger, to November 2012, when he lied to the FBI about the disclosures to Sanger and
Klaidman.
The Defendant may argue that “confirming” information is not as serious as disclosing it
in the first instance, although he admitted in the Statement of Offense to doing both. Such an
argument overlooks the fact that confirmation is a form of disclosure. Moreover, the timeline is
clear, as the Defendant has admitted—he provided and confirmed classified information for the
reporters, who then published their articles. If Sanger and Klaidman had information they could
have published without confirmation from the Defendant, they likely would have published that
information without reaching out to him. However, they went to the Defendant before they
published classified information, and the Defendant gave them the additional proof they needed
to publish classified information.
Additionally, as the Defendant well knows, the classified information he provided and
confirmed was extremely sensitive. In the statement issued to the press by the Defendant’s
counsel, the Defendant claims he sought to “prevent publication of information that might harm
American lives or national security.” Attachment 1 (Statement of Gregory Craig 10/17/2017).

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Implicit in this statement is the Defendant’s acknowledgement that the information the
Defendant provided and confirmed for Sanger and Klaidman could harm the United States.
2. The Defendant Lied to the FBI About the Unauthorized Disclosures of
TOP SECRET//SCI Information He Made to Sanger and Klaidman
In his FBI interview on November 2, 2012, the Defendant repeatedly lied to the FBI in an
effort to conceal his involvement in the unauthorized disclosures the FBI was investigating. As
described in the Statement of Offense:
On November 2, 2012, Cartwright agreed to a voluntary interview with agents of
the Federal Bureau of Investigation (FBI). In that interview, Cartwright
intentionally provided false information to the interviewing agents, including,
among others, the following false statements:
a. After investigators showed Cartwright a list of quotes and statements from
David Sanger’s book, a number of which contained classified information,
Cartwright falsely told investigators that he was not the source of any of the
quotes and statements. Cartwright also falsely told investigators that he did
not provide or confirm classified information to David Sanger.
b. Cartwright falsely told investigators that he never discussed Country 1 with
Daniel Klaidman when in truth Cartwright had confirmed certain classified
information relating to Country 1 in an email he sent to Daniel Klaidman.
The false statements Cartwright made to the FBI were material and were made
knowingly and willfully.
Statement of Offense ¶¶ 13-14.
The Defendant not only denied that he had provided TOP SECRET//SCI information to
Sanger, he also gave the FBI a fabricated story about his interactions with Sanger. The following
information is drawn from the FBI report of the Defendant’s interview on November 2, 2012,
which is being provided to the Court as an attachment to the United States’ classified addendum
to this memorandum. According to the FBI’s report, the Defendant described his interactions
with Sanger as the following:

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Outside of Aspen [a reference to conferences convened by the Aspen
Institute on a variety of topics] and other casual “run-ins” with Sanger, Cartwright
met Sanger in person on two occasions in his office at CSIS [the Center for
Strategic and International Studies].
Sanger contacted Cartwright’s office via a telephone call to Cartwright’s
research assistant, Scott Goossens, and mentioned that he wanted to interview
Cartwright in regards to information pertaining to Cyber Command
(CYBERCOM). According to Cartwright, Goossens scheduled the interview and
put “CYBERCOM” as the topic of the interview in Cartwright’s calendar.
The first time Sanger came to CSIS to meet him, Cartwright was under the
impression the meeting was for an article Sanger was writing about
CYBERCOM. Sanger eluded to wanting to talk to him about cyber for something
he was writing. Cartwright thought he was initially meeting Sanger to provide
context for an article. However, shortly after the interview started, Sanger started
asking questions that were clearly geared toward a book he was writing on . . .
Sanger and Cartwright met for approximately 15-20 minutes.
Attachment 1 to Classified Addendum, November 2, 2012 Interview of James Cartwright at 2-3.
Prior to this interview, the FBI had obtained emails between the Defendant and Sanger that
showed that their initial meeting was not arranged by Scott Goossens and was not for the purpose
of discussing CYBERCOM. Rather, the meeting was arranged between the Defendant and
Sanger directly, and the topic was clearly identified as pertaining to classified information. The
Defendant then falsely told the FBI that he refused to answer Sanger’s questions because doing
so would confirm classified information. The FBI’s report further states that the Defendant told
the FBI:
Cartwright agreed to meet Sanger again in Cartwright’s CSIS office a few
weeks following their initial meeting. During this second meeting, Sanger told
Cartwright he had been to the White House and “worked off their concerns.”
Sanger again asked Cartwright to provide him with information for his book and
to address any concerns Cartwright may additionally have in regards to the
material. Cartwright refused and explained to Sanger that he did not feel
comfortable consulting for his book because he was no longer in government.
Sanger brought a satchel to his second meeting with Cartwright. The
satchel contained at least three or four paper-clipped groupings of paper, which
Cartwright believed contained pieces of Sanger’s manuscript. Although it was
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clear Sanger wanted Cartwright to look over some of the manuscript, Cartwright
refused to even look at the papers.
Id. at 4. Thus, Sanger represented at least to the Defendant that he was speaking with current
officials in the United States Government to, “work[] off their concerns,” about the material
Sanger was intending to publish. This fact contradicts the Defendant’s assertion that he believed
he had to engage in a freelance unauthorized “save the secrets” exercise with Sanger. Sanger
also gave the Defendant an opportunity to address any concerns he himself had and the
Defendant told the FBI he refused to do so.
The FBI then showed the Defendant a list of 37 passages from Sanger’s book. The
Defendant reviewed each passage carefully and had a detailed discussion about the information
contained in those passages with the FBI agents as if he was trying to assist them in their
investigation. He then denied providing any of the information in those passages to Sanger. He
did this all the while knowing he was engaging in deception. He offered the FBI the names of
other current and former government officials who, he claimed, might have had access to the
classified information contained in the passages in Sanger’s book in an attempt to direct attention
away from himself and onto others. See id. at 6-13.
The FBI then returned to the topic of how the Defendant came to meet with Sanger and
what occurred in those meetings. Again, the Defendant chose to lie to the FBI about his
interactions with Sanger. According to the FBI’s report, the Defendant told the FBI the
following:
In regards to the first meeting with Sanger, Cartwright was not sure if Sanger
mentioned []. Sanger wanted to know how CYBERCOM was organized.
Cartwright suggested that he would have discussed with Sanger the difference in
the Obama and Bush Administration’s cyber programs, but Sanger did not.

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The second of the two meetings between Sanger and Cartwright was very short,
and ended after Cartwright refused to review the portions of the manuscript
Sanger attempted to show.
Cartwright stated he never discussed [Country A] [] [with] any with reporters or
responded to questions concerning [].
Id.at 14.
The FBI then questioned the Defendant about Klaidman. Id. at 14. He was shown an
article written by Klaidman. Id. The Defendant told the FBI he was not familiar with the article.
Id. He further told the FBI that he had not discussed the topic of the article with Klaidman. Id.
In fact, the article included text that the Defendant had seen in an email from Klaidman that
contained classified information and the Defendant had confirmed this information to Klaidman
via email. Id.
The FBI then showed the Defendant the email exchange he had with Klaidman
concerning the article that contained classified information. Id. at 14-15. The FBI also showed
the Defendant his email to Klaidman in which the Defendant confirmed the classified
information Klaidman had emailed to him. The report of the interview describes the following:
After reading the email exchange, Cartwright stated the email contradicted his
previous statements concerning not engaging with Klaidman on matters
pertaining to []. Cartwright explained that he did not recall Klaidman asking
about the matter, but then stated, “I think I divulged classified information.”
He additionally took off his glasses, started rubbing his eyes, and told
interviewing agents, “you got me” when confronted with his contradicting
statements.
Id. at 15 (emphasis added).
The FBI then returned to the topic of David Sanger and showed the Defendant an email
in which Sanger had reached out directly to the Defendant to set up their first meeting, which
contradicted the Defendant’s previous statement that Sanger had reached out to the Defendant’s

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assistant Scott Goossens, and described the topic that Sanger wanted to discuss, which was not
CYBERCOM, as the Defendant had previously told the FBI. Id. At this point in the interview:
Cartwright read through the email and scanned the document with his
finger. Cartwright was shaking, losing color in his face, and clearing his throat.
Cartwright attempted to explain the email; however, his speech became slurred
and he subsequently slumped over in this chair and lost consciousness.
Interviewing agents immediately attended to Cartwright and contacted FBI
Police and FBI medics for assistance.
Id. at 15-16. The Defendant was then transported from the FBI office to an area hospital.
After being discharged from the hospital over the weekend, the Defendant voluntarily
returned to the FBI office on Monday, November 5, 2012. He was again shown the email
exchange he had with Klaidman. That email exchange is Attachment 4 to the Classified
Addendum submitted with this sentencing memorandum. The Defendant admitted that he was
the military source quoted in Klaidman’s article. Attachment 2 to Classified Addendum,
November 5, 2012 Interview of James Cartwright at 2. The article did not identify the Defendant
by name. The Defendant admitted to the FBI that, “he did wrong by validating something he had
no intent of validating to a reporter.” Id.
The FBI returned to the Defendant’s communications with Sanger. The Defendant then
admitted to the FBI that he provided and confirmed a variety of classified information to Sanger
and detailed that information to the FBI. Id. at 3-10. The FBI reviewed the list of 37 passages
that they had shown the Defendant on Friday, November 2, 2012, and the Defendant, on his own
initiative, began marking the passages with a series of color highlighters provided to him by the
FBI—in yellow, for information that the Defendant provided to Sanger; in green, “for text on
paper that Sanger showed to Cartwright which Cartwright subsequently confirmed”; and in blue,
for “information Sanger verbally discussed with Cartwright and Cartwright may have confirmed,

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but Sanger did not show him in writing.” The Defendant initialed each page of the highlighted
list of passages and signed and dated the last page. See Attachment 3 to Classified Addendum.
3. The Defendant’s Statements to the Press After His Guilty Plea and His
Statement to the United States Probation Officer
The Defendant has submitted a statement to the United States Probation Office in this
case asserting that in making unauthorized disclosures of TOP SECRET//SCI information he was
motivated by a desire, to “talk them [referring to Sanger and Klaidman] out of using classified
information that, if published, would do damage to U.S. national security.” Presentence Report ¶
30. The Defendant may attempt to offer this explanation as a mitigating factor for the Court to
consider at sentencing. This story is at odds with the facts in this case and should be disregarded.
In the course of its investigation, the United States found no evidence that any other United
States government official disclosed classified information to Sanger or Klaidman, other than the
Defendant, and no evidence that the Defendant was engaged in a “save the secrets” exercise as he
now claims. While the Defendant asserts that Sanger and Klaidman were in possession of some
classified information when they approached him, there is no evidence to support that claim, other
than the Defendant’s word.
At the time he entered a plea of guilty on October 17, 2016, the Defendant and his
lawyers released two statements to the press. The statement released by his counsel said the
following:
General Cartwright has spent his whole life putting the national interest first.
That’s why he talked to the reporters in the first place – to protect American
interests and lives in a story they had already written. In his conversations with
these two reporters, General Cartwright was engaged in a well-known and
understood practice of attempting to save national secrets, not disclosing
classified information. His effort to prevent publication of information that might
harm American lives or national security does not constitute a violation of any
law.
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General Cartwright’s offense was in statements he made to FBI agents
investigating a leak – and that is the entire basis for his plea.
Attachment 1 (Statement from Gregory Craig 10/17/2016). Counsel’s press statement is
inaccurate in three respects. First, Counsel’s statement that the Defendant “talked to the
reporters,” about “a story they had already written,” is contradicted by the facts the Defendant
admitted to in the Statement of Offense. In the Statement of Offense, the Defendant admitted
that, “David Sanger included the classified information Cartwright communicated to him in an
article that was published in the national newspaper for which he worked and in a book he
authored.” Statement of Offense ¶ 10. Sanger, therefore, could not have written the article,
which included information Cartwright provided to him, before his meeting with Cartwright.
Second, Counsel’s statement that when the Defendant made unauthorized disclosures to Sanger
and Klaidman he, “. . . was engaged in a well-known and understood practice of attempting to
save national secrets, not disclosing classified information,” (emphasis added) is also
contradicted by the Statement of Offense, to which his client agreed. The Statement of Offense
provides that, “[b]etween January and June 2012, Cartwright provided and confirmed classified
information, including TOP SECRET//SCI, to David Sanger.” Id. Third, Counsel’s statement
that “General Cartwright’s offense was in statements he made to FBI agents investigating a leak
– and that is the entire basis for his plea,” is also contradicted by the Statement of Offense. In
the Statement of Offense, the Defendant admitted to, first, “providing and confirming” TOP
SECRET//SCI information to Sanger and “confirming” TOP SECRET//SCI information for
Klaidman, and, second, to lying to the FBI about his conduct. Id. ¶¶ 10 and 12. All of that
conduct forms the basis for his plea and all of that conduct should be considered by the Court in

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arriving at a sentence that is sufficient, but not greater than necessary, as articulated in 18 U.S.C.
§ 3553.
The Defendant also released a statement to the press on the day he pled guilty. In it he
said, “I knew I was not the source of the story and I didn’t want to be blamed for the leak. My
only goal in talking to the reporters was to protect American interests and lives”. Attachment 2
(Statement of James E. Cartwright 10/17/2016).
This recent explanation for lying to the FBI, that he “did not want to be blamed for the
leak,” is inconsistent with his behavior during his interviews with the FBI. If he had engaged in
a freelance, unauthorized “save the secrets” exercise with these two reporters, then explaining
that to the FBI at the time of his interviews would have been his best argument for why he
should not be “blamed for the leak.” An innocent person would have offered the explanation he
now offers when the FBI first approached him; indeed, it would have been the first thing an
innocent person likely would have said. If the Defendant had, in fact, tried to “save the secrets,”
he would have had no reason to lie to the FBI.
In two days of interviews with the FBI on November 2 and 5, 2012, the Defendant never
once offered this explanation for making the unauthorized disclosures. He never told the FBI
either on November 2, 2012, when he lied about his contacts with Sanger and Klaidman and then
admitted to the disclosures, nor on November 5, 2012, when he described in greater detail the
information he disclosed to them, that he did so to, “talk them out of using classified information
that, if published, would do damage to U.S. national security.”
Indeed, the topic of “saving the secrets” specifically came up during his first FBI
interview. On November 2, 2012, the FBI’s report of the interview states:
Cartwright acknowledged that the typical way to handle a matter where a
compromise is acknowledged or observed is to report back to the originating
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/victim agency the nature of the compromise so that it can be assessed and
investigated through the proper channels.
Cartwright did not contact anybody at the Department of Defense or
White House following his discussions with Sanger, because he was “unsure of
what the Administrations’ thoughts were” on the matter.
Attachment 1 to Classified Addendum November 2, 2012 Interview of James Cartwright
at 5. Rather than telling the FBI that he “was engaged in a well-known and understood
practice of attempting to save national secrets,” as he has recently claimed, he
specifically told the FBI he had not engaged in such an exercise.
Additionally, while the Defendant asserts he sought to “protect American interests and
lives,” he admitted to the FBI in his interview that he did not contact anyone in the United States
Government after speaking with David Sanger. If he had learned that Sanger had information
that could cost American lives, or otherwise compromise American interests, how could he have
not reached out to responsible Government officials? The fact that he did not reveals the truth –
this was not a “save the secrets” exercise.
To the extent there is, “a well-known and understood practice of attempting to
save national secrets,” as the Defendant’s counsel asserted in his statement to the media,
it bears no resemblance to what the Defendant now claims he did. Attempts to “save the
secrets” are conducted by government officials acting with authorization to do so. They
are not conducted by retired government officials who do so without any authorization
and without even consulting responsible persons in government. In the trial of United
States v. Sterling, former Secretary of State and National Security Advisor Condoleezza
Rice testified about such an effort. According to the sentencing memorandum filed by
the United States in that case:

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[Dr. Rice] testified that on April 30, 2003, she met with representatives of The
New York Times at the White House, “for the express purpose of requesting that
the newspaper stand down from running an article James Risen had written
concerning Classified Program No. 1 . . . .” And so, at the April 30, 2013 White
House meeting, Dr. Rice conveyed her deep concerns to representatives from the
Times, including Mr. Risen, that any article about Classified Program No. 1
would endanger lives and national security by compromising one of the most
important, closely held, and sensitive intelligence operations of her entire tenure
as National Security Advisor.
Attachment 3 (United States Memorandum in Aid of Sentencing, United States v. Jeffrey
Alexander Sterling, No. 1:10c4485 (docket number 464, filed 04/2015)). That episode
reflects the “well-known and understood practice of attempting to save national secrets.”
Dr. Rice was then serving as National Security Advisor to President George W. Bush.
The meeting she convened was held at the White House and was authorized at the highest
levels of the United States government. The Defendant, by his own admission, had no
authorization to speak to Sanger and Klaidman about classified information. He did so
on his own accord, in his office at the Center for Strategic and International Studies, and,
worst of all, without ever notifying anyone in the United States Government concerning
the information he claims both reporters already had when they came to him.
As a former government official, the Defendant’s duty when approached by
Sanger was to remain silent and report the unauthorized disclosure to the Department of
Defense, which then held the Defendant’s security clearance. On the day he retired, the
Defendant signed an agreement, discussed in more detail below, in which he expressly
promised to do those two things. The relevant portion of that agreement contains the
following language:
3. I understand that it is my responsibility to consult with
appropriate management authorities in the department or agency
that last authorized my access to SAPI, whether or not I am still
employed or associated with that Department of Agency. . . I
17

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 18 of 26

further understand that I am obligated by law and regulation
not to disclose any classified information or material in an
unauthorized fashion.
Statement of Offense at ¶ 8 (emphasis added).
For the reasons discussed above, the Defendant’s assertion that he was “saving
the secrets” is not credible. The closest the Defendant came to admitting his true
motivation when he was interviewed by the FBI was when he told them he got “hooked”
on talking to reporters. Attachment 2 to Classified Addendum, November 5, 2012,
Interview of James Cartwright, at 10.
The United States submits that a more likely motivation than “saving the secrets”
was to give information to reporters that provided favorable portrayals of the Defendant
in the books and articles they wrote. Government officials funneling information to
reporters that portray them in favorable ways is not uncommon. As described in the
Classified Addendum, the Defendant was featured prominently and positively in Sanger’s
book and article and in Klaidman’s article.
4. Characteristics of the Defendant
As the Vice Chairman of the Joint Chiefs of Staff, and prior to that as the Commander of
the United States Strategic Command (STRATCOM) from 2004 to 2007, Cartwright signed
more than 36 non-disclosure agreements in which he promised to never disclose classified
information to persons unauthorized to receive it under any circumstances. Statement of Offense
¶ 6. Cartwright also received annual training on the proper handling and the safeguarding of
classified information as Vice Chairman. Id.
As the Defendant knew, and as described in the Statement of Offense:
Those persons with security clearances granting them access to classified
information are prohibited by Title 18, United States Code, Section 793, and
18

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 19 of 26

applicable rules, regulations, and orders, from disclosing classified information to
persons not authorized to receive such information. Classified information may
only be shared with persons determined by an appropriate United States
government official to be eligible for access to classified information, who had
signed an approved non-disclosure agreement, and who possessed a need to
know.
Statement of Offense ¶ 5.
In fact, prior to his first meeting with Sanger and his communications with Klaidman, on
September 1, 2011, Cartwright executed a Debriefing Acknowledgment on a Special Access
Program Indoctrination (SAPI) Agreement. SAPI Agreements are legally binding agreements
between an individual being granted, or already in possession, of a security clearance, and the
United States Government where the individual agrees to never disclose classified information
without first receiving appropriate authorization. Among other things, the SAPI Agreement
states:
6. I have been advised that any breach of this agreement may
constitute violations of United States criminal laws, including
the provisions of Sections 793, 794, 798, and 592, Title 18 United
States Code, and of Section 783, Title 50, United States Code.
Nothing in this agreement constitutes a waiver by the United States
of the right to prosecute me for any statutory violation.
Id. at ¶ 8 (emphasis added). The Defendant signed this agreement less than six months before he
began making unauthorized disclosures to Sanger and Klaidman.
Similarly, on March 2, 2012, after his first meeting with Sanger but before his second,
Cartwright signed another “Classified Information Non-Disclosure Agreement.” That
Agreement included the following warnings, among others:
1. Intending to be legally bound, I hereby accept the obligations
contained in this Agreement in consideration of my being
granted access to classified information . . . . I understand and
accept that by being granted access to classified information,
special confidence and trust shall be placed in me by the
United States government.
19

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 20 of 26

3. I have been advised that unauthorized disclosure . . . by me
could cause damage or irreparable injury to the United
States or could be used to advantage by a foreign nation.
4. . . . . I have been advised that any unauthorized disclosure of
classified information by me may constitute a violation or
violations of United States criminal laws including, provisions
of Sections 641, 793 . . .
Id. at ¶ 11 (emphasis added).
When Cartwright retired from the United States Marine Corps he maintained a TOP
SECRET security clearance. This TOP SECRET security clearance enabled CARTWRIGHT to
engage in consulting and private employment for financial gain. See id. at ¶ 9. The Defendant
joined the Board of Directors of Raytheon, and, as a result of the fact that he then possessed a
TOP SECRET//SCI security clearance, sat on the Special Activities Committee of the Board,
which oversees Raytheon’s classified contracts. He served on Raytheon’s Board from 2012 until
2016. As of April 2016, Raytheon valued the total compensation the Defendant had received
from his service on the company’s board at $363,950. See Attachment 4 (excerpts of Raytheon
Company’s Proxy Statements for 2012-2016). He resigned from the Raytheon Board only five
days before he pled guilty. See Attachment 5 (Raytheon Form 8-K). Thus, the Defendant
benefited financially from the trust placed in him by the United States while at the same time
violating that trust by making unauthorized disclosure of TOP SECRET information.
5. The Need for Deterrence
The Defendant’s felony guilty conviction should prevent him from holding a security
clearance in the future but the need for general deterrence remains. According to the Office of
the Director of National Intelligence, as of October 12, 2012, some 791,200 United States
government employees held TOP SECRET security clearances. See Attachment 6 (ODNI

20

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 21 of 26

Report on Security Clearance Determinations January 2013). Every day the holders of these
TOP SECRET security clearances are trusted with highly classified information, the
unauthorized disclosure of which can put American interests and lives at risk. Monitoring those
individuals for unauthorized disclosures is a costly and administratively burdensome process.
The Department of Defense alone has spent millions of dollars developing a program over ten
years to monitor individual security clearance holders for unauthorized disclosures. See
Attachment 7 (“Feds to Scrutinize Security Clearances After Leaks,” TIME Mar. 10, 2014). One
indication of the seriousness of unauthorized disclosure as a workforce issue in the U.S.
Intelligence Community was an announcement by the Director of National Intelligence in
response to the leaks that gave rise to this and another FBI investigation:
Director Clapper Announces Steps to Deter and Detect Unauthorized
Disclosures
Director of National Intelligence James R. Clapper announced today two
immediate steps to help protect critical national security information from
unauthorized disclosures.
To better protect sensitive information, and help deter and detect potential leakers
within the Intelligence Community, Clapper is:
(1) mandating that a question related to unauthorized disclosure of classified
information be added to the counterintelligence polygraph used by all intelligence
agencies that administer the examination CIA, DIA, DOE, FBI, NGA, NRO, and
NSA).
(2) requesting the Intelligence Community Inspector General lead independent
investigations of selected unauthorized disclosure cases when prosecution is
declined by the Department of Justice. The IC IG will establish and lead a task
force of IC inspectors general to conduct independent investigations, pursuant to
his statutory authority and in coordination with the Office of the National
[C]ounterintelligence Executive. This will ensure that selected unauthorized
disclosure cases suitable for administrative investigations are not closed
prematurely.
“These efforts will reinforce our professional values by sending a strong message
that intelligence personnel always have, and always will, hold ourselves to the
21

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 22 of 26

highest standard of professionalism,” said Clapper. “It is my sincere hope that
others across the government will follow our lead. It is the right thing to do on
behalf of the American people and in the interest of our national security.”
“All IC leaders are reinforcing this same message and fully cooperating as we
take steps to address this critically important issue, which has profound
implications for current and future intelligence capabilities and our nation’s
security,” said Clapper.
Attachment 8 (ODNI News Release No. 9-12).
When an individual is found to have made unauthorized disclosures, particularly one
serving in a senior position in government, it is critically important to hold that individual
accountable in order to deter others throughout the federal workforce from engaging in such
conduct.
The Government and the Defendant chose to resolve this case through a guilty plea,
rather than a public trial. Each national security case is unique. Each comes with its own
intelligence equities and the potential for harm if those equities are exposed in a public trial. As
the district court noted at sentencing in the United States v. Kiriakou:
I recognize the difficulty the government has in prosecuting these types of cases.
They have to balance the potential danger of disclosure of very sensitive
information when deciding how to proceed, and in balancing those concerns, they
came up with this plea.
Kiriakou, Sentencing Transcript at 20-21 (January 25, 2003). Both sides have benefited from
this plea. The Defendant avoided indictment and potential conviction on charges of violating 18
U.S.C. § 793(d). The Government avoided the potential damage that further disclosure of
classified information at trial might cause. However, individuals who expose our nation’s most
highly classified information, like the Defendant, should not receive the most lenient sentences,
merely because their cases are the subject of negotiated pleas rather than public trials.

22

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 23 of 26

6. Avoiding Unwarranted Sentencing Disparities
Cases involving the unauthorized disclosure of classified information are rare. See
United States v. Kim, 808 F. Supp. 2d 44, 55 (D.D.C. 2011) (observing that the “most likely”
reasons for a “dearth of prosecutions” under Section 793(d) are the “difficulty in establishing
such a violation, combined with the sensitive nature of classified information and the procedures
that must be followed in using such information in a trial”). There are only five recent
prosecutions of individuals involving the unauthorized disclosure of classified information to
which to compare this case. These cases can be arrayed along a spectrum. At one end of the
spectrum, in United States v. Petraeus, Cr. No. 3:15, prosecuted in the Western District of North
Carolina, the court sentenced the Defendant, on a joint recommendation from the parties, to two
years of probation and a $100,000 fine, which exceeded the parties’ recommendation, following
a plea to a misdemeanor charge of unauthorized retention and removal of classified information
in violation of 18 U.S.C. § 1924. At the other end of the spectrum, in United States v.
Sachtleben, Cr. No. 13-0200, prosecuted in the Southern District of Indiana, the court sentenced
the Defendant to 43 months’ incarceration for unauthorized transmission of national defense
information in violation of 18 U.S.C. § 793(d). Both of these cases were the result of guilty
pleas by the defendants. A sentence similar to the sentence imposed in Sachtleben was imposed
in United States v. Sterling, Cr. No. 10-485, prosecuted in the Eastern District of Virginia. In
that case, the court sentenced the defendant to 42 months’ incarceration following a trial and
conviction on nine counts including the unauthorized transmission and retention of national
defense information, in violation of 18 U.S.C. § 793(d) and (e), unlawful conveyance of
government property, in violation of 18 U.S.C. § 641, and obstruction of justice, in violation of
18 U.S.C. § 1512(c)(1). In United States v. Kiriakou, Cr. No. 12-127, prosecuted in the Eastern

23

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 24 of 26

District of Virginia, the court imposed a sentence of 30 months’ incarceration following a guilty
plea to one count of intentionally disclosing information identifying a covert agent, in violation
of 50 U.S.C. § 421(a). In United States v. Kim, prosecuted in this district, the court, pursuant to
a Federal Rule of Criminal Procedure Rule 11(c)(1)(C) plea agreement, sentenced the defendant
to 13 months’ incarceration following a guilty plea to one count of unauthorized transmission of
national defense information, in violation of 18 U.S.C. § 793(d).
The sentence recommended by the United States in this case, 24 months’ incarceration,
lies in the middle of this spectrum of sentences in cases involving the unauthorized disclosure of
classified information and making false statements. Two facts distinguish the Defendant’s case
from Petraeus’s case, which lies at one extreme. First, the Petraeus case did not involve the
disclosure of any classified information to the public. Without authorization, Petraeus had given
his biographer – who possessed a security clearance – access to classified information, and he
improperly stored classified information at his residence. None of this classified information
was included in his biography or made public in any other way. By contrast, the Defendant has
admitted to “provid[ing] and confirm[ing] TOP SECRET//SCI information to David Sanger and
has acknowledged that Sanger, “included the classified information Cartwright communicated to
him in an article that was published in the national newspaper for which he worked and in a book
he authored.” Statement of Offense ¶ 10. The Defendant has also admitted to “confirm[ing]
TOP SECERET information to Daniel Klaidman and has acknowledged that “Daniel Klaidman
included the classified information Cartwright confirmed to him in an article that was published
in the news magazine for which he worked.” Statement of Offense ¶ 12. Second, the
information that Petraeus disclosed was historical information from his tenure as Commander of
the International Security Assistance Force in Afghanistan from 2010 to 2011. By contrast, the

24

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 25 of 26

information that the Defendant disclosed concerned ongoing classified matters, a fact he
acknowledges by arguing that he made disclosures to, “prevent publication of information that
might harm American lives or national security.”
V.

CONCLUSION
The Defendant served in the uniformed military for 38 years and became the second

highest ranking officer in the United States. He is also the most senior government official to
ever plead guilty to a felony in connection with the unauthorized disclosure of classified
information. In imposing a sentence, the Court is presented with the task of reconciling both
facts. The Defendant’s years of service to the United States should not be disregarded because
he engaged in criminal conduct. At the same time, that criminal conduct should not be excused
because of his prior service. The United States submits that a sentence of 24 months’
incarceration strikes the appropriate balance between the Defendant’s prior military service and
his offense conduct, is and what he did and is sufficient but not greater than necessary to comply
with the purposes of sentencing.

Respectfully submitted,
ROD J. ROSENSTEIN
United States Attorney for the District of Maryland
Special Attorney to the Attorney General
By:
Leo J. Wise
Assistant United States Attorney
Special Attorney to the Attorney General
Elizabeth Cannon
Trial Attorney
National Security Division

25

 Case 1:16-cr-00188-RJL Document 15 Filed 01/10/17 Page 26 of 26

CERTIFICATE OF SERVICE
On this 10th day of January, 2017, a copy of the foregoing was served on counsel of
record for the defendant via the Court’s Electronic Filings System.

By:
Leo J. Wise
Assistant United States Attorney
Special Attorney to the Attorney General

26

 Case Document 15-1 Filed 01/10/17 Page 1 of 2

Attachment 1

Case Document 15-1 Filed 01/10/17 Page 2 of 2

I.

SKADDEN, ARPS, SLATE, MEAGHER FLOM LLP

1440 NEW YORK AVENUE. N.W.
WASHINGTON, o.c. 20005-2111 

BOSTON
TEL: (202) 371-7000 CHICAGO
. HOUSTON
FAX. (202) 393 5760 Los ANGELES
NEW YORK
DIRECT DIAL PALO ALTO
202-371-7400 WILMINGTON
DIRECT FAX 
202-661-9100 3:53:35
EMAIL ADDRESS - FRANKFURT
HONG KONG
LONDON
. MOSCOW
- MUNICH
PARIS
PAULO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
TORONTO
VIENNA

Statement from Gregom Craig, attorney for General James CartwrightI USCM net.)

General Cartwright has spent his whole life putting the national interest ?rst.

That?s why he talked to the reporters in the ?rst place - to protect American interests and lives in
a story they had already written. In his conversations with these two reporters, General
Cartwright was engaged in a well-known and understood practice of attempting to save national
secrets, not disclosing classi?ed information. His effort to prevent publication of information that
might harm American lives or national security does not constitute a violation of any law.

General Cartwright?s offense was in statements he made to FBI agents investigating a leak - and
that is the entire basis for his plea.

Contact: Ricki Seidman, rseidman@tsd.biz or Eric London, elondon@tsd.biz - 202-986-0033

Case Document 15-2 Filed 01/10/17 Page 1 of 2

Attachment 2

Case Document 15-2 Filed 01/10/17 Page 2 of 2

 

1

Statement of General James Cartwright, USMC (Rat)

It was wrong for me to mislead the FBI on November 2, 2012, and I accept full responsibility for

this. knew I was not the source of the story and I didn't want to be blamed for the leak. My only
goal in talking to the reporters was to protect American interests and lives; 1 love my country and
continue to this day to do everything I can to defend it.

Contact: Ricki Seidman. rseidman@tsd.biz or Eric London. elondon@tsd.biz 202-986-0033

Case Document 15-3 Filed 01/10/17 Page 1 of 5

Attachment 3



Case Document 15-3 Filed 01/10/17 Page 2 of 5
Case Document 464 Filed 04/20/15 Page 1 of 24 PagelD# 4373

IN THE UNITED STATES DISTRICT COURT FOR THE
EASTERN DISTRICT OF VIRGINIA
Alexandria Division
UNITED STATES OF AMERICA 
v. No. I:lOcr485 (LMB)
JEFFREY ALEXANDER STERLING 
UNITED MEMORANDUM IN AID OF SENTENCING

I was deeply concerned because this was not just a sensitive program, but it was

one of the only levers that we believed we had, that the President had, to try to

disrupt the Iranian nuclear program.

ormer National Security Advisor ondoleezza Rice,
Testimony Regarding a Meeting at the White House on April 30, 2003

These are matters of war and peace, and they should be evaluated based on the

facts and what is ultimately best for the American people am! for our national
security.

President Barack Obama, April 2, 2015

On April 2, 20l 5, President Obama took the podium in the Rose Garden of the White

House to announce that the United States had arrived at a tentative agreement with Iran over its

nuclear program. In his remarks, the President emphasized that he has "no greater responsibility
than the security of the American people," and he insisted that he will do whatever is ?necessary to
prevent Iran from acquiring a nuclear weapon." Statement by the President on the Framework to
Prevent lran??om Obtaining a Nuclear Weapon. Apr. 2. 2015, available at 
the-press-o flice/20 
on (last accessed Apr. l5, 20l5).

Iran, he said. has been advancing its nuclear program for

decades and our country?s options for preventing Iran from developing nuclear weapons are few.

Case Document 15-3 Filed 01/10/17 Page 3 of 5
Case Document 464 Filed 04/20/15 Page 2 of 24 PagelD# 4374

But, the President stated, we must do everything we can to prevent Iran from doing so, to ?make
our country, our allies, and our world safer.? Id. The issues at stake, he said ?are bigger than
politics.? Id.

The President?s recent statements about the Iranian nuclear weapons program echo the trial
testimony of Dr. Condoleezza Rice, who, as the National Security Advisor to President George W.
Bush, met with representatives of The New York Times at the White House on April 30, 2003, for
the express purpose of requesting that the newspaper stand down from running an article James
Risen had written concerning Classi?ed Program No. 1., a CIA operation targeting the Iranian
nuclear weapons program. Dr. Rice explained at trial that

disruption of or even preferably destruction of the Iranian nuclear program was one

of the highest priorities of the Bush administration. It had been a high priority

before in the Clinton administration. It remains a high priority today for the

Obama administration.

DE 418 at 50. During the meeting, she told the newspaper?s representatives that ?preventing
working nuclear weapons from falling into the hands of rogue states is one of the most important
missions that this or any other administration can have.? Id. at 60. Dr. Rice knew to be true in
2003 what President Obama would reiterate twelve years later the United States had and has very
few Options for disrupting and undermining the Iranian nuclear weapons program. And so, at the
April 30, 2003 White House meeting, Dr. Rice conveyed her deep concerns to representatives
from the Times, including Mr. Risen, that any article about Classi?ed Program No. 1 would
endanger lives and national security by compromising one of the most important, closely held, and
sensitive intelligence operations of her entire tenure as National Security Advisor.

The trial in this case proved beyond a reasonableddoubt that the defendant, Jeffrey Sterling,

motivated by pure vindictiveness, is the reason Mr. Risen wrote an article about Classi?ed

2

b.

Case Document 15-3 Filed 01/10/17 Page 4 of 5
Case Document 464 Filed 04/20/15 Page 3 of 24 PageID# 4375

Program No. and, in turn. the reason why Dr. Rice took the then-unprecedented step of
convening a meeting at the White House to request that a national newspaper not run a story. Of
course. the trial also established that the defendant and Mr. Risen were not deterred by the Times?
decision in 2003 to heed Dr. Rice?s warnings concerning the compromise ofClassified Program
No. l; the two men continued to communicate for the better part of two-and-a-half years until the
publication oer. Risen?s book State of War in December 2005, which contained the same
account ofthe program he sought to publish in 2003.

After a two-week trial. the defendant now stands convicted of all ofthe charges submitted
to thejury. including seven counts of unlawful disclosure and retention of national defense
infonnation under l8 U.S.C. 793(d) and (Counts One Seven), one count of unauthorized
conveyance of government property under l8 U.S.C. 641 (Count Nine), and one count of
obstruction ofjustice under l8 U.S.C. 15 (Count Ten). The evidence at trial established
conclusively that Classi?ed Program No. 1 was no ordinary intelligence program. Nor was it a
?rogue? operation, as characterized by the defendant and Mr. Risen. On the contrary, the
program was meticulously conceived and developed over a period of many years by the CIA, in
consultation with this country?s foremost nuclear experts, including a team led by Walt C. at a
national laboratory. it was reviewed, vetted, and approved by high?level officials in the United
States government, and used not only against Iran but other countries as well.

Evidence at trial established that at all times, the program, which depended on the
assistance of not one, but two, sensitive Russian assets, was one of the government?s most closely

held operations. Moreover, during his time as a case of?cer assigned to the program, the

Case Document 15-3 Filed 01/10/17 Page 5 of 5
Case Document 464 Filed 04/20/15 Page 4 of 24 Page|D# 4376

defendant was tasked with the most important responsibility of any intelligence of?cer: the
handling of a human asset, Merlin.

The defendant has now had his day in court, the truth about Classi?ed Program No. and
Merlin has been laid bare in a public forum, and ajury of the defendant?s peers has rendered a
resounding and considered verdict, ?nding beyond a reasonable doubt that the defendant made a
calculated, deliberate, and willful decision to sabotage a critical counterproliferation program out
of sheer spite, in violation of his sworn duty as a former CIA case of?cer and in violation of this
country?s criminal law. The defendant?s actions resulted in substantial damage to national
security and placed in harm?s way two human assets, their families, and those who worked with
them. When he disclosed facts about Classi?ed Program No. and distorted them to maximize
the damage to the CIA, an entity he had grown to despise - he did so out of sel?shness, not love of
his country. Those facts could not be clearer from the evidence presented at trial. As such, the
defendant deserves to be sentenced to a signi?cant and term of imprisonment.

I. The Applicable Guidelines Range Is Correctly Calculated at 235 to 293 Months.

As this Court is aware, after United States v. Booker, 543 US. 220 (2005), the district court
must engage in a multi-step process in sentencing a defendant. First, the district court must
correctly determine, after making appropriate ?ndings of fact, the applicable guideline range.
United States v. Moreland, 437 F.3d 424, 432 (4th Cir. 2006); United States v. Hughes, 40] F.3d
540, 546 (4th Cir. 2005). In doing so, the Court must make factual ?ndings, supported by a
preponderance of the evidence, to substantiate any pertinent guidelines enhancements. See
United States v. Harvey, 532 F.3d 326, 337 (4th Cir. 2008); United States v. Quinn, 359 .3d 666,

680 (4th Cir. 2004). ?Next, the court must ?determine whether a sentence within that range serves

Case Document 15-4 Filed 01/10/17 Page 1 of 19

Attachment 4

Case Document 15-4 Filed 01/10/17 Page 2 of 19

naylheon

April 26, 2013
Dear Raytheon Shareholder,

I am pleased to invite you to attend Raytheon's 2013 Annual Meeting of Shareholders on Thursday, May 30, 2013. The meeting
will be held at 11:00 am. Eastern Time at The Ritz-Carlton, Pentagon City, 1250 South Hayes Street, Arlington, Virginia 22202. For
your convenience, we are pleased to offer a live webcast (audio only) of the meeting at 

This booklet includes a formal notice of the meeting and the proxy statement. It also provides information on, among other things,
Raytheon's corporate governance, the Company's executive compensation program, and the matters to be voted on at the meeting. The
proxy statement re?ects Raytheon's commitment to strong governance processes, including independent and active Board oversight,
shareholder accountability and access, transparent disclosure, and compliance with complex and changing regulatory responsibilities.

The Raytheon Board of Directors has set a clear ?tone at the top? with their steadfast focus on sound and progressive governance.
This is illustrated in the array of governance measures we have adopted such as majority and annual election of directors, a robust Lead
Director role, contemporary stock ownership guidelines, a clawback policy, website disclosure on political activities and a statement on
human rights. Additionally, our compensation program aims to promote a strong alignment between pay and performance and the
interests of our executives with our shareholders, while enabling the Company to attract and retain the highly quali?ed talent needed to
compete in an increasingly challenging market environment. The Board recently amended the Management and Development
Compensation Committee's charter and policy with respect to compensation adviser independence in anticipation of upcoming New
York Stock Exchange requirements, building on a formal compensation consultant independence policy ?rst established in 2009, well in
advance of applicable regulatory requirements.

In the last several years, the Company has built upon its strong governance platform in signi?cant respects. We have promoted
shareholder access and communication through adoption of a measure permitting shareholders holding 25% or more of our stock to call
a special meeting and a concerted outreach effort outside of the proxy season resulting in dialogue on governance and compensation
matters in 2012 with shareholders representing over 35% of the Company's outstanding shares. We have also brought greater focus to
our risk management and oversight processes through which top risks and associated mitigation plans are actively managed by senior
management and closely monitored by the Board. We encourage you to learn more about these initiatives and all of our governance
practices by reading the proxy statement and visiting our website at 

I look forward to sharing information with you about Raytheon at the Annual Meeting. Whether or not you plan to attend,
I encourage you to vote your proxy as soon as possible so that your shares will be represented at the meeting.

Thank you.

Sincerely,

WILLIAM H. SWANSON
Chairman and Chief Executive Of?cer

Case Document 15-4 Filed 01/10/17 Page 3 of 19

DIRECTOR COMPENSATION

Set forth below is information regarding the compensation of our non-employee directors for 2012.

 

 

 

Change in
Pension Value
and
Fees Nonquali?ed
Earned Non-Equity Deferred
or Stock 2 Option Incentive Plan Compensation All Other
Paid'in Awards? Awards Compensation Earnings Compensation Total
Diem Cash? (S) (S) (S) (3) (3)
James E. Cartwright 124,000 180,013 304,013
Vernon E. Clark 137,000 120,013 5,000 262,013
John M. Deutch 116,500 120,013 236,513
Stephen J. Hadley 128,500 120,013 248,513
Frederic M. Poses 129,500 120,013 5,000 254,513
Michael c. Ruettgers 127,000 170,937 - 297,987
Ronald L. Skates 148,500 120,013 5,000 273,513
William R. Spivey 129,500 120,013 249,513
Linda 0. Stuntz 131,000 120,013 5,000 256,013
(1) Cash amounts consist of the following:
Annual
Committee
Annual Chair or
Board Lead Director 
Cash Cash Meeting
Retainer Retainer Fees
Director Roles (3) (S)
Mr. Cartwright. Director 85,000 39,000 
Mr. Clark Chair, Special Activities Committee 85,000 10,000 42,000
Mr. Deutch. Director 85,000 31,500 
Mr. Hadley Director 85,000 43,500
Mr. Poses Chair, MDCC 85,000 10,000 34,500 
Mr. Lead Director 85,000 24,000 18,000
Mr. Skates Chair, Audit Committee 85,000 20,000 43,500
Mr. Spivey Chair, Public Affairs Committee 85,000 10,000 34,500
Ms. Stuntz Chair, Governance and Nominating Committee 85,000 10,000 36,000

Includes a $1,500 meeting fee for a November 2011 Special Activities Committee meeting paid in 2012.

(2) These amounts represent the aggregate grant date fair value of awards of restricted stock paid as the annual stock retainer in accordance with
the accounting standard for share-based payments. The grant date fair value of the restricted stock awards is based on the stock price on the
date of grant and the number of shares (or the intrinsic value method). For more information on the assumptions used by us in calculating the
grant date fair values for restricted stock awards, see Note 13: Stock-based Compensation Plans to our ?nancial statements in our Annual
Report on Form for the year ended December 31, 2012 (2012 Form 

Case Document 15-4 Filed 01/10/17 Page 4 of 19

The aggregate number of shares of unvested restricted stock held by each director as of December 31, 2012 were as follows:

Restricted Stock

 

Director
Mr. Cartwright 2,385
Mr. Clark 2,385
Mr. Deutch 2,385
Mr. Hadley 2,385
Mr. Poses 2,385
Mr. Ruettgers 3,398
Mr. Skates 2,385
Mr. Spivey 2,385
Ms. Stuntz 2,385
The following table shows the shares of restricted stock awarded to each director during 2012 and the aggregate grant date fair value for
each award.
All Stock
Awards: Number
Grant of Shares of Stock Full Grant Date
Director Date or Units(#) Value of Award($)
Mr. Cartwright 1/25/2012 1,207 60,000
5/3 1/2012 2,3 85 120,013
Mr. Clark 5/3 1/2012 2,385 120,013
Mr. Deutch 5/3 l/2012 2,3 85 120,013
Mr. Hadley 5/31/2012 2,385 120,013
Mr. Poses 5/31/2012 2,385 120,013
Mr. Ruettgers 5131/2012 3,398 170,987
Mr. Skates 5/31/2012 2,3 85 120,013
Mr. Spivey 5/31/2012 2,385 120,013
Ms. Stuntz 5/31/2012 2,385 120,013

(3) Upon election to the Board in January 25, 2012, Mr. Cartwright was granted 1,207 shares of restricted stock which represented his pro-rated
portion of the 2011 - 2012 annual stock retainer. Such restricted shares vested on May 31, 2012, the date of the 2012 Annual Meeting.

(4) This amount represents Mr. Ruettger's annual stock retainer in his capacity as the Lead Director. For a further discussion, please see "Director
Compensation - Elements of Director Compensation - Equity Awards" below.

(5) Represents Raytheon contributions under our matching gift and charitable awards program, which is available to all employees and directors.

Elements of Director Compensation

The principal features of the compensation received by our Annual Cash Retainers 2012
non-employee directors for 2012 are described below. Board of Directors $85,000
Lead Director $24,000
Annual Retainers. Of our non-employee directors are Governance and Nominating Committee Chair $10,000
paid an annual cash retainer and an annual stock retainer (as Audit Committee Chair $20,000
further discussed below) for service on the Board. The Lead Management Development and Compensation
Director and each of the committee chairs are also paid an Committee Chair $10,000
additional annual cash retainer for their service in such roles. Public Affairs Committee Chair $10,000
Directors may elect to receive their annual retainers in shares of Special Activities Committee Chair $10,000
our common stock in lieu of cash. We pay the cash retainers
quarterly and the stock retainer, including stock in lieu of cash, Meeting Fees. Our non-employee directors receive a
annually. The Governance and Nominating Committee and the $1,500 meeting fee for each Board or committee meeting
Board review non-employee director compensation annually. attended in person or held by teleconference. Non-employee

directors who are not members of the Audit Committee are
invited each year to attend the February Audit Committee
meeting, for review of the draft Annual Report on Form 10-K,
and receive a meeting fee for such attendance.

16

Case Document 15-4 Filed 01/10/17 Page 5 of 19

Equity Awards. Each non-employee director receives an
annual stock retainer in the form of a grant of restricted stock
under the Raytheon 2010 Stock Plan (2010 Stock Plan) which is
entitled to full dividend and voting rights. Unless otherwise
provided by the Board, the restricted stock vests (becomes non-
forfeitable) on the date of the annual meeting of shareholders in
the calendar year following the year of grant, or upon the earlier
occurrence of the director's termination as a director after a
change-in-control of Raytheon or the director's death. Upon a
director's termination of service on the Board for any other
reason, his or her unvested restricted stock award will be
forfeited to Raytheon. Regardless of the vesting date, the shares
will remain subject to transfer restriction for at least six months
a?er the grant date. In 2012, each non-employee director was
awarded $120,000 of restricted stock, except for Mr. Ruettgers
and Mr. Cartwright. Mr. Ruettgers was awarded $171,000 of
restricted stock in his capacity as the Lead Director. In addition
to the $120,000 of restricted stock awarded to each non-
employee director on May 31, 2012, Mr. Cartwright was
awarded $60,000 of restricted stock, his pro-rata portion of the
2011 - 2012 annual stock retainer, upon his election to the Board
on January 25, 2012.

An assessment by of 201 1 data showed that total
direct compensation (the sum of the annual retainer, committee
fees, meeting fees and the annual equity award) for our non-
employee directors was approximately 5% below the 50'h
percentile relative to the Company's core and broader peer
groups. For more information on the Company's core and
broader peer groups, see the section entitled ?Compensation
Discussion and Analysis - How We Determine and Assess
Executive Compensation - Market Data? beginning on page 31.

Bene?ts. We reimburse our non-employee directors for
actual expenses incurred in the performance of their service as
directors, including attendance at director education programs
sponsored by educational and other institutions. We also
maintain a business travel accident insurance policy which
provides non-employee directors with up to $1,000,000 of
coverage per incident when traveling on Raytheon business. In
addition, all directors are eligible to participate in our matching
gift and charitable awards program available to all employees.
We match eligible gifts up to $5,000 per donor per calendar year.

Pursuant to our Deferred Compensation Plan, directors may
defer receipt of their cash retainers and/or meeting fees until
retirement from the Board. Directors also may elect to receive
their cash retainers in shares of our common stock, which can be
received currently but cannot be deferred.

Director Stock Ownership and Retention Guidelines

As stated in our Governance Principles, the Board believes
that directors should be shareholders and have a ?nancial stake
in the Company. Accordingly, independent directors are paid a
substantial portion of their compensation in equity awards.
Further, each director is expected to own shares of our common

17

stock with a market value of at least four times the cash
component of a non-employee director?s annual retainer for
service on the Board, with ?ve years to achieve the target
ownership threshold. In 2011, the Governance Principles were
amended to change this threshold ?'om a previous requirement to
own two times the aggregate stock and cash retainer amounts.
The Governance Principles also provide that a director may not
dispose of Company stock until attaining the requisite ownership
threshold and thereafter must maintain such equity ownership
level.

Policy Against Hedging with Respect to Company Stock

To assure alignment with the long-term interests of our other
shareholders, under the Company's Insider Trading Policy,
directors, officers and employees cannot engage in short sales of
Company stock or transactions in any derivative of a Company
security, including, but not limited to, puts, calls and options
(other than the receipt and exercise of options that might be
granted by the Company pursuant to a Company compensation
plan).

Case Document 15-4 Filed 01/10/17 Page 6 of 19

Raytheon

April 25, 2014

Dear Raytheon Shareholder,

I am pleased to invite you to attend Raytheon's 2014 Annual Meeting of Shareholders on Thursday, May 29, 2014. The meeting
will be held at 11:00 am. Eastern Time at The Ritz?Carlton, Pentagon City, 1250 South Hayes Street, Arlington, Virginia 22202. For
your convenience, we are pleased to offer a live webcast (audio only) of the meeting at 

This booklet includes a formal notice of the meeting and the proxy statement. It also provides information on, among other things,
Raytheon's corporate governance, the Company's executive compensation program, and the matters to be voted on at the meeting. As
re?ected in the proxy statement, Raytheon?s approach to corporate governance is guided by fundamental principles of integrity,
accountability, transparency and engagement and driven by a culture of continuous improvement.

Raytheon?s Board of Directors has demonstrated a sustained commitment to progressive and responsible governance practices.
Evidence of this commitment is found in a number of measures implemented by the Board over time, including majority voting and
annual election of directors, a robust Lead Director role, contemporary stock ownership guidelines, a compensation clawback policy, a
formal compensation consultant independence policy instituted long before current regulatory requirements, website disclosure on
political activities and the inclusion of a statement on human rights in our Code of Conduct. Our executive compensation program is
based on the Company?s long-standing pay-for-performance philosophy and is designed to meaningfully incentivize our executives to
achieve our overall business objectives and align their interests with those of our shareholders.

The Company has continued to build upon its strong governance platform in several signi?cant respects. As detailed in the proxy
statement, in order to promote shareholder access, the Board has voted to submit a proposal to shareholders at the upcoming 2014
Annual Meeting to amend the Company's Certi?cate of Incorporation to allow shareholders to take action by written consent, subject to
reasonable procedural safeguards. We have previously promoted shareholder access and communication through adoption of a measure
permitting shareholders holding 25% or more of our stock to call a special meeting. We also have continued our concerted efforts to
engage with our shareholders, which in 2013 resulted in dialogue on governance and compensation matters outside of the proxy season
with shareholders representing over 47% of the Company's outstanding shares. We encourage you to learn more about these efforts and
our governance practices by reading the proxy statement and visiting our website at 

I look forward to sharing information with you about Raytheon at the Annual Meeting. Whether or not you plan to attend,
I encourage you to vote your proxy as soon as possible so that your shares will be represented at the meeting.

Thank you.

Sincerely,

WILLIAM H. SWANSON
Chairman

Case Document 15-4 Filed 01/10/17 Page 7 of 19

DIRECTOR COMPENSATION

Set forth below is information regarding the compensation of our non-employee directors for 2013.

 

Change in
Pension Value
Fees and
Earned Nonquali?ed
or Non-Equity Deferred
Paid ip Stock Option Incentive Plan Compensation All Other
Cash? Awards?) Awards Compensation Earnings Compensation Total
(S) (S) (S) (S) (S) (S) (8)
James E. Cartwright $125,500 119,982 8 245,482
Vernon 13. Clark 140,000 171,018 10,000 321,018
John M. Deutch? 54,500 54,500
Stephen 1. Hadley 133,500 1 19,982 253,482
George R. Oliver" 3,000 60,021 10,000 73,021
Frederic M. Poses" 64,000 5,000 69,000
Michael c. 124,000 119,982 10,000 253,982
Ronald L. Skates 145,500 119,982 10,000 275,482
William R. Spivey 125,000 119,982 244,982
Linda 0. Stuntz 131,000 119,982 5,000 255,982

John M. Deutch and Frederic M. Poses retired from the Board effective May 30, 2013.

George R. Oliver was elected to the Board in November 2013. Upon such election he was granted 702 shares of restricted stock and began to
receive meeting and retainer fees applicable to all directors.

(1) Detailed information on cash amounts is set forth below under the heading, "Cash Amounts".

(2) Detailed information on stock award amounts is set forth below under the heading, "Stock Awards".

(3) This amount represents Mr. Clark's annual stock retainer in his capacity as the Lead Director.

(4) Represents Raytheon contributions under our matching gift and charitable awards program, which is available to all employees and directors.

(5) Upon election to the Board on November 20, 2013, Mr. Oliver was granted 702 shares of restricted stock which represented his pro-rated
portion of the 2013 - 2014 annual stock retainer. Such restricted shares will vest on May 29, 2014, the date of the 2014 Annual Meeting.

Cash Amounts

Cash amounts consist of the following:

 

Annual
Committee
Annual Chair or
Board Lead Director .
Cash Cash Meetmg
Retainer Retainer Fees
Director Roles (S) (S)
Mr. Cartwright. Director 85,000 40,500
Mr. Clark Chair, Special Activities Committee and Lead Director?) 85,000 22,000 33,000
Mr. Deutch Director 42,500 12,000
Mr. Hadley Chair, Public Affairs Committee 85,000 5,000 43,500
Mr. Oliver Director 3,000
Mr. Poses Chair, MDCC 42,500 5,000 16,500
Mr. Director 85,000 12,000 27,000
Mr. Skates Chair, Audit Committee 85,000 20,000 40,500
Mr. Spivey Chair, MDCC 85,000 10,000 30,000
Ms. Stuntz Chair, Governance and Nominating Committee 85,000 10,000 36,000

Mr. Clark was appointed Lead Director effective May 30, 2013.

Messrs. Deutch and Poses retired from the Board effective May 30, 2013.

Mr. Hadley was appointed Chair, Public Affairs Committee effective May 30, 2013.

Mr. Ruettgers served as Lead Director until May 30, 2013.

Mr. Spivey served as Chair, Public Affairs Committee until May 30, 2013. He was appointed Chair, MDCC effective May 30, 2013.

16

Case Document 15-4 Filed 01/10/17 Page 8 of 19

Stock Awards

Stock Award amounts represent the aggregate grant date fair value of awards of restricted stock paid as the annual stock retainer in accordance with
the accounting standard for shareobased payments. The grant date fair value of the restricted stock awards is based on the stock price on the date of
grant and the number of shares (or the intrinsic value method). For more information on the assumptions used by us in calculating the grant date fair
values for restricted stock awards, see Note 12: Stock-based Compensation Plans to our ?nancial statements in our Annual Report on Form 10-K for

the year ended December 31, 2013.

The aggregate number of shares of unvested restricted stock held by each director as of December 31, 2013 were as follows:

Director

 

Mr. Cartwright 

Mr. Clark 
Mr. Deutch. 

 

 



Mr. Hadley 

Mr. Oliver 



Restricted Stock









 

Mr. Ruettgers 



.
Mr. Skates 

Mr. Spivey .. 





Mr. Poses 







 

Ms. Stuntz 



1,782
2,540
1,782

702
1,782
1,782
1,782
1,782

The following table shows the shares of restricted stock awarded to each director during 2013 and the aggregate grant date fair value for

 

 

 

 

each award.
All Stock
Awards: Number
Grant of Shares of Stock Full Grant Date
Date or Units(#) Value of Award($)
Mr. Cartwright 5/30/2013 1,782 1 19,982
Mr. Clark 5/30/2013 2,540 171,018
Mr. Deutch 
Mr. Hadley 5/30/2013 1,782 1 19,982
Mr. Oliver 1 1/20/2013 702 60,021
Mr. Poses 
Mr. Ruettgers 5/30/2013 1,782 1 19,982
Mr. Skates 5/30/2013 1,782 119,982
Mr. Spivey .. 5/30/2013 1,782 1 19,982
Ms. Stuntz 5/30/2013 1,782 1 19,982
Elements of Director Compensation
The principal features of the compensation received by our WM 2013
non-employee directors for 2013 are described below. Board of Directors $85,000
Lead Director $24,000
Annual Retainers. Of our non-employee directors are Governance and Nominating Committee Chair $10,000
paid an annual cash retainer and an annual stock retainer (as Audit Committee Chair $20,000
further discussed belOW) for on the Board. 1116 Lead Management Development and Compensation
Director and each of the committee chairs are also paid an Committee Chair $10,000
additional annual cash retainer for their service in such roles. Public Affairs Committee Chair $10,000
Directors may elect to receive their annual retainers in shares of Special Activities Committee Chair $10,000

our common stock in lieu of cash. We pay the cash retainers

quarterly and the stock retainer, including stock in lieu of cash, Meeting Fees. Our non?employee directors receive a
annually. The Governance and Nominating Committee and the $1,500 meeting fee for each Board or committee meeting
Board review non-employee director compensation annually. attended in person or held by teleconference. Non-employee

directors who are not members of the Audit Committee are
invited each year to attend the February Audit Committee
meeting, for review of the draft Annual Report on Form 10-K,
and receive a meeting fee for such attendance.

Case Document 15-4 Filed 01/10/17 Page 9 of 19

Equity Awards. Each non-employee director receives an
annual stock retainer in the form of a grant of restricted stock
under the Raytheon 2010 Stock Plan (2010 Stock Plan) which is
entitled to full dividend and voting rights. Unless otherwise
provided by the Board, the restricted stock vests (becomes non-
forfeitable) on the date of the annual meeting of shareholders in
the calendar year following the year of grant, or upon the earlier
occurrence of the director's termination as a director a?er a
change-in-control of Raytheon or the director's death. Upon a
director's termination of service on the Board for any other
reason, his or her unvested restricted stock award will be
forfeited to Raytheon. Regardless of the vesting date, the shares
will remain subject to transfer restriction for at least six months
after the grant date. In 2013, each non-employee director was
awarded $120,000 of restricted stock, except for Mr. Clark and
Mr. Oliver. Mr. Clark was awarded $171,000 of restricted stock
in his capacity as the Lead Director. Mr. Oliver was awarded
$60,000 of restricted stock, his pro-rata portion of the 2013 -
2014 annual stock retainer, upon his election to the Board on
November 20, 2013.

An assessment by of 2012 data showed that total
direct compensation (the sum of the annual retainer, committee
fees, meeting fees and the annual equity award) for our non-
employee directors is close to the 50th percentile relative to the
Company's core and broader peer groups. For more information
on the Company's core and broader peer groups, see the section
entitled ?Compensation Discussion and Analysis - How We
Determine and Assess Executive Compensation Market Data?
beginning on page 33.

Bene?ts. We reimburse our non-employee directors for
actual expenses incurred in the performance of their service as
directors, including attendance at director education programs
sponsored by educational and other institutions. We also
maintain a business travel accident insurance policy which
provides non-employee directors with up to $1,000,000 of
coverage per incident when traveling on Raytheon business. In
addition, all directors are eligible to participate in our matching
gift and charitable awards program available to all employees.
We match eligible gi?s up to $10,000 per donor per calendar
year.

Pursuant to our Deferred Compensation Plan, directors may
defer receipt of their cash retainers and/or meeting fees until
retirement from the Board. Directors also may elect to receive
their cash retainers in shares of our common stock, which can be
received currently but cannot be deferred.

Director Stock Ownership and Retention Guidelines

As stated in our Governance Principles, the Board believes
that directors should be shareholders and have a ?nancial stake
in the Company. Accordingly, independent directors are paid a
substantial portion of their compensation in equity awards.
Further, each director is expected to own shares of our common

18

stock with a market value of at least four times the cash
component of a non-employee director's annual retainer for
service on the Board, with ?ve years to achieve the target
ownership threshold. In 2011, the Governance Principles were
amended to change this threshold from a previous requirement to
own two times the aggregate stock and cash retainer amounts.
The Governance Principles also provide that a director may not
dispose of Company stock until attaining the requisite ownership
threshold and thereafter must maintain such equity ownership
level.

Policy Against Hedging with Respect to Company Stock

To assure alignment with the long-term interests of our other
shareholders, under the Company?s Insider Trading Policy,
directors, of?cers and employees may not engage in short sales
of Company stock or transactions in any derivative of a
Company security, including, but not limited to, puts, calls and
options (other than the receipt and exercise of options that might
be granted by the Company pursuant to a Company
compensation plan), nor in any type of hedging or similar
monetization transaction that would permit the holder to own
Company securities without the full risks and rewards of
ownership.

Case Document 15-4 Filed 01/10/17 Page 10 of 19

Raytheon

April 24, 2015

Dear Raytheon Shareholder,

I am pleased to invite you to attend Raytheon?s 2015 Annual Meeting of Shareholders on Thursday, May 28, 2015. The
meeting will be held at 11:00 am. Eastern Time at The Ritz-Carlton, Pentagon City, 1250 South Hayes Street, Arlington,
Virginia 22202. For your convenience, we are pleased to offer a live webcast (audio only) of the meeting at


This booklet includes a formal notice of the meeting and the proxy statement. It also provides information on, among
other things, Raytheon?s corporate governance, the Company?s executive compensation program, and the matters to be voted
on at the meeting. As re?ected in the proxy statement, Raytheon?s approach to corporate governance is guided by
fundamental principles of integrity, accountability, transparency and engagement, and driven by a culture of continuous
improvement.

Raytheon is committed to maintaining sound governance practices. Our Board, comprised entirely of independent
directors other than the Chairman and CEO, actively reviews and considers governance issues facilitated by our Governance
and Nominating Committee. For a number of years, we have had annual elections with majority voting for directors, a clearly
de?ned and empowered Lead Director role, regularly scheduled executive sessions of our outside directors, no poison pill, a
clawback policy, limits on the number of public company boards on which a director may serve, and robust stock ownership
requirements applicable to directors and executives. The Board?s Management Development and Compensation Committee
(MDCC) has established a rigorous, transparent, performance-based compensation program aimed at promoting a strong
alignment between the interests of our executives and shareholders. In pursuing its pay-for-performance approach, the
MDCC implemented a formal compensation consultant independence policy in 2009, years in advance of the New York
Stock Exchange?s adviser independence rules.

We have actively engaged with shareholders on governance and executive compensation matters for a number of years.
Shareholder input garnered from these efforts has been considered periodically by the Governance and Nominating
Committee, the MDCC and the full Board, and been instrumental in their ongoing consideration of the Company?s
governance profile and executive compensation program. In recent years, we have implemented a special meeting measure,
added new website disclosure on political contributions and lobbying activities, adopted a statement on human rights and
adjusted the metrics used for our incentive compensation program to improve pay-for-performance alignment. In 2014, based
on shareholder input, the Board proposed, and shareholders approved, an amendment to the Company?s charter to provide
shareholders with the right to act by written consent subject to certain procedural safeguards.

During 2014, we continued to engage in a dialogue with many of our shareholders to solicit their input on a range of
topics related to governance and executive compensation, with outcomes reported to our directors. Our outreach efforts in
2014 resulted in discussions outside of proxy season with representatives of institutional shareholders that in the aggregate
owned more than 40% of the Company?s outstanding shares.

I look forward to sharing information with you about Raytheon at the Annual Meeting. Whether or not you plan to
attend, I encourage you to vote your proxy as soon as possible so that your shares will be represented at the meeting.

Thank you.
Sincerely,

Drive/aw

THOMAS A. KENNEDY
Chairman and Chief Executive Of?cer

Case Document 15-4 Filed 01/10/17 Page 11 of 19

DIRECTOR COMPENSATION

Set forth below is information regarding the compensation of our non-employee directors for 2014.

 

Change in
Pension Value
and
Fees Nonqualified
Earned or Non-Equity Deferred

Paid in Stock Option Incentive Plan Compensation All Other

Cash?) Awards?) Awards Compensation Earnings Compensation Total
?lm: (3) (3) (3)
Tracy A. Atkinson* 57,000 $140,003?) $197,003
James E. Cartwright 138,500 140,025 278,525
Vernon E. Clark 151,500 191,031?) 10,0005) 352,531
Stephen J. Hadley 150,000 140,025 290,025
George R. Oliver 131,000 140,025 271,025
Michael C. Ruettgers 125,000 140,025 10,0005) 275 ,025
Ronald L. Skates 160,000 140,025 10,0005) 310,025
William R. Spivey 135,000 140,025 275,025
Linda G. Stuntz 139,500 140,025 10,0005) 289,525

Tracy A. Atkinson was elected to the Board in July 2014. Upon such election, she was granted 1,468 shares of restricted
stock and began to receive meeting and retainer fees applicable to all directors.

(1) Detailed information on cash amounts is set forth below under the heading, ?Cash Amounts.?

(2) Detailed information on stock award amounts is set forth below under the heading, ?Stock Awards.?

(3) Upon election to the Board on July 23, 2014, Ms. Atkinson was granted 1,468 shares of restricted stock which
represented her 2014 2015 annual stock retainer. Such restricted shares will vest on May 28, 2015, the date of the
2015 Annual Meeting.

(4) This amount includes Mr. Clark?s annual stock retainer of $51,000 for serving in the capacity of Lead Director.

(5) Represents Raytheon contributions under our matching gift and charitable awards program, which is available to all
employees and directors.

Cash Amounts

Cash amounts consist of the following:

 

Annual
Committee
Annual Chair or
Board Lead Director
Cash Cash Meeting
Retainer Retainer Fees
Roles (S) (3) (S)
Ms. Atkinson Director $45,000 $12,000
Mr. Cartwright Director 87,500 51,000
Mr. Clark Chair, Special Activities Committee and Lead Director 87,500 34,000 30,000
Mr. Hadley Chair, Public Affairs Committee 87,500 10,000 52,500
Mr. Oliver Director 87,500 43,500
Mr. Ruettgers Director 87,500 37,500
Mr. Skates Chair, Audit Committee 87,500 20,000 52,500
Mr. Spivey Chair, MDCC 87,500 10,000 37,500
Ms. Stuntz Chair, Governance and Nominating Committee 87,500 10,000 42,000

16

Case Document 15-4 Filed 01/10/17 Page 12 of 19

tack Awards

Stock Award amounts represent the aggregate grant date fair value of awards of restricted stock paid as the annual stock
retainer in accordance with the accounting standard for share-based payments. The grant date fair value of the restricted stock
awards is based on the stock price on the date of grant and the number of shares (or the intrinsic value method). For more
information on the assumptions used by us in calculating the grant date fair values for restricted stock awards, see Note 12:
Stock-based Compensation Plans to our ?nancial statements in our Annual Report on Form 10-K for the year ended
December 31, 2014.

The aggregate number of shares of unvested restricted stock held by each director as of December 31, 2014 was as
follows:

Restricted

Ms. Atkinson 1,468
Mr. Cartwright 1,444
Mr. Clark 1,970
Mr. Hadley 1,444
Mr. Oliver 1,444
Mr. Ruettgers 1,444
Mr. Skates 1,444
Mr. pivey 1,444
Ms. Stuntz 1,444

The following table shows the shares of restricted stock awarded to each director during 2014 and the aggregate grant
date fair value for each award.

 

All Stock
Awards: Number
Grant of Shares of Stock Full Grant Date
Director Date or Units(#) Value of Award($)
Ms. Atkinson 7/23/2014 1,468 $140,003
Mr. Cartwright 5/29/2014 1,444 140,025
Mr. Clark 5/29/2014 1,970 191,031
Mr. Hadley 5/29/2014 1,444 140,025
Mr. Oliver 5/29/2014 1,444 140,025
Mr. Ruettgers 5/29/2014 1 ,444 140,025
Mr. Skates 5/29/2014 1,444 140,025
Mr. Spivey 5/29/2014 1,444 140,025
Ms. Stuntz 5/29/2014 1,444 140,025

17

Case Document 15-4 Filed 01/10/17 Page 13 of 19

Determination and Assessment of Director
Compensation

The Governance and Nominating Committee annually
reviews non-employee director compensation with the aid
of an assessment provided by and makes cash and
equity compensation determinations subject to the
concurrence of the Board. The assessment takes
into account the director compensation practices of the
same peer group used as a frame of reference in assessing
executive compensation, as well as the broader market.

Elements of Director Compensation

The principal features of the compensation received
by our non-employee directors for 2014 are described
below.

Annual Retainers. All of our non-employee directors
are paid an annual cash retainer and an annual stock
retainer (as further discussed below) for service on the
Board. The Lead Director and each of the committee chairs
are also paid an additional annual cash retainer for their
service in such roles. Directors may elect to receive their
annual retainers in shares of our common stock in lieu of
cash. We pay the cash retainers quarterly and the stock
retainer, including stock in lieu of cash, annually.

 

20?
Board of Directors* $90,000
Lead Director $24,000
Governance and Nominating Committee

Chair $10,000
Audit Committee Chair $20,000
Management Development and Compensation

Committee Chair $10,000
Public Affairs Committee Chair $10,000
Special Activities Committee Chair $10,000

Effective July 1, 2014, the Board increased the Annual
Cash Retainer for each non-employee director to
$90,000 from $85,000.

Meeting Fees. Our non-employee directors receive a
$1,500 meeting fee for each Board or committee meeting
attended in person or held by teleconference. Non-
employee directors who are not members of the Audit
Committee are invited each year to attend the February
Audit Committee meeting, for review of the draft Annual
Report on Form and receive a meeting fee for such
attendance.

Equity Awards. Each non-employee director
receives an annual stock retainer in the form of a grant of
restricted stock under the Raytheon 2010 Stock Plan (2010
Stock Plan) which is entitled to full dividend and voting
rights. Unless otherwise provided by the Board, the

18

restricted stock vests (becomes non-forfeitable) on the date
of the annual meeting of shareholders in the calendar year
following the year of grant, or upon the earlier occurrence
of the director?s termination as a director after a change-in-
control of Raytheon or the director?s death. Upon a
director?s termination of service on the Board for any other
reason, his or her unvested restricted stock award will be
forfeited to Raytheon. Regardless of the vesting date, the
shares will remain subject to transfer restriction for at least
six months after the grant date. In 2014, each non-
employee director, other than the Lead Director, was
awarded $140,000 of restricted stock, an increase of
$20,000 from the prior year. Mr. Clark was awarded
$191,000 of restricted stock in his capacity as the Lead
Director, which also represented an increase of $20,000
from the prior year.

An assessment by showed that total direct
compensation (the sum of the annual retainer, committee
fees, meeting fees and the annual equity award) for our
non-employee directors in 2013. before the 2014 increases
in the annual cash retainer and annual stock retainer noted
above, approximated the 25?h percentile relative to the
Company?s core and broader peer groups. For more
information on the Company?s core and broader peer
groups, see the section entitled ?Compensation Discussion
and Analysis How We Determine and Assess Executive
Compensation - Market Data? beginning on page 32.

Bene?ts. We reimburse our non-employee directors
for actual expenses incurred in the performance of their
service as directors, including attendance at director
education programs sponsored by educational and other
institutions. We also maintain a business travel accident
insurance policy which provides non-employee directors
with up to $1,000,000 of coverage per incident when
traveling on Raytheon business. In addition, all directors
are eligible to participate in our matching gift and
charitable awards program available to all employees. We
match eligible gifts up to $10,000 per donor per calendar
year.

Pursuant to our Deferred Compensation Plan,
directors may defer receipt of their cash retainers and/or
meeting fees until retirement from the Board. Directors
also may elect to receive their cash retainers in shares of
our common stock, which can be received currently but
cannot be deferred.

Director Stock Ownership and Retention Guidelines

As stated in our Governance Principles, the Board
believes that directors should be shareholders and have a
?nancial stake in the Company. Accordingly, independent
directors are paid a substantial portion of their
compensation in equity awards. Further, each director is

Case Document 15-4 Filed 01/10/17

expected to own shares of our common stock with a market
value of at least four times the cash component of a non-
employee director?s annual retainer for service on the
Board, with ?ve years to achieve the target ownership
threshold. In 2011, the Governance Principles were
amended to change this threshold from a previous
requirement to own two times the aggregate stock and cash
retainer amounts. The Governance Principles also provide
that a director may not dispose of Company stock until
attaining the requisite ownership threshold and thereafter
must maintain such equity ownership level.

Policy Against Hedging with Respect to Company Stock

To assure alignment with the long-term interests of
our other shareholders, under the Company?s Insider
Trading Policy, our non-employee directors, as well as
of?cers and other employees, may not engage in:

0 Short sales of Company stock or transactions in
any derivative of a Company security, including,
but not limited to, puts, calls and options (other
than the receipt and exercise of options that might
be granted by the Company pursuant to a
Company compensation plan), nor

0 In any type of hedging or similar monetization
transaction involving company securities,
including, but not limited to, ?nancial instruments
such as prepaid variable forwards, equity swaps,
collars and exchange funds, nor

- Other transactions that would permit the holder to
own Company securities without the full risks and
rewards of ownership.

19

Page 14 of 19

Case Document 15-4 Filed 01/10/17 Page 15 of 19

?ay?leon

April 27, 2016

Dear Raytheon Shareholder,

I am pleased to invite you to attend Raytheon?s 2016 Annual Meeting of Shareholders on Thursday, May 26, 2016. The
meeting will be held at 1 1:00 am. Eastern Time at Westfields Marriott Washington Dulles, 14750 Conference Center Drive,
Chantilly, Virginia 20151. For your convenience, we are pleased to offer a live webcast (audio only) of the meeting at


As re?ected in this proxy statement, Raytheon continues to demonstrate its commitment to sound governance practices.
Under the Board?s oversight, the Company continues to take meaningful measures to engage with our shareholders and
promote Board accountability and transparency. As discussed in more detail in this proxy statement, these measures include
the recent adoption of a proxy access by-law, expansion of our website disclosure regarding political expenditures and
lobbying activities, and enhancement of executive compensation and other disclosures, as well as signi?cant Board
refreshment over the past several years, with two new directors added in 2015.

I look forward to sharing information with you about Raytheon at the Annual Meeting. Whether or not you plan to
attend, I encourage you to vote your proxy as soon as possible so that your shares will be represented at the meeting.

Thank you.
Sincerely,

THOMAS A. KENNEDY
Chairman and Chief Executive Of?cer

Case Document 15-4 Filed 01/10/17 Page 16 of 19

DIRECTOR COMPENSATION
Set forth below is information regarding the compensation of our non-employee directors for 2015.

Determination and Assessment of Director Compensation

The Governance and Nominating Committee annually reviews non-employee director compensation with the aid of an
assessment provided by Pearl Meyer Partners (PM), an independent compensation consulting firm, and makes cash and
equity compensation determinations subject to the concurrence of the Board. The PM assessment takes into account the
director compensation practices of the same peer group used as a frame of reference in assessing executive compensation, as
well as the broader market.

Elements of Director Compensation
The principal features of the compensation received by our non-employee directors for 2015 are described below.

Annual Retainers. All of our non-employee directors are paid an annual cash retainer and an annual stock retainer (as
further discussed below) for service on the Board. The Lead Director is also paid an additional annual cash retainer and
receives a larger annual stock retainer for his service as Lead Director, and each of the committee chairs are also paid an
additional annual cash retainer for their service in such roles. A director who is first elected to the Board between Annual
Meetings receives a prorated annual cash retainer. Directors may elect to receive their annual retainers in shares of our
common stock in lieu of cash. We pay the cash retainers quarterly and the stock retainer, including stock in lieu of cash,

 

annually.
Annual Cash Retainers 2015
Board of Directors 90,000
Lead Director 24,000
Governance and Nominating Committee Chair 10,000
Audit Committee Chair 20,000
Management Development and Compensation Committee Chair 10,000
Public Affairs Committee Chair 10,000
Special Activities Committee Chair 10,000

Meeting Fees. Our non-employee directors receive a $1,500 meeting fee for each Board or committee meeting attended
in person or held by teleconference. Non-employee directors who are not members of the Audit Committee are invited each
year to attend the February Audit Committee meeting, for review of the draft Annual Report on Form 10-K, and receive a
meeting fee for such attendance.

Equity Awards. In May of each year (concurrent with the Company?s Annual Meeting), each non-employee director
receives an annual stock retainer in the form of a grant of $140,000 ($191,000 for the Lead Director) in restricted stock under
the Raytheon 2010 Stock Plan (2010 Stock Plan) which is entitled to full dividend and voting rights. A director who is ?rst
elected to the Board between Annual Meetings receives a prorated annual stock retainer upon election. Unless otherwise
provided by the Board, the restricted stock vests (becomes non-forfeitable) on the date of the Annual Meeting of shareholders
in the calendar year following the year of grant, or upon the earlier occurrence of the director?s termination as a director after
a change-in-control of Raytheon or the director?s death. Upon a director?s termination of service on the Board for any other
reason, his or her unvested restricted stock award will be forfeited to Raytheon. Regardless of the vesting date, the shares will
remain subject to transfer restriction for at least six months after the grant date.

An assessment by PM showed that total direct compensation (the sum of the annual retainer, Board meeting fees, average
committee fees and the annual equity award) for our non-employee directors in 2014 was positioned between the 50?h and the 75?h
percentile relative to the Company?s core and broader peer groups. For more information on the Company?s core and broader peer
groups, see the section entitled ?Market Data? beginning on page 28.

Forcepoint Board Compensation. In May 2015, following Raytheon?s acquisition of Websense, Inc., the Company
created Forcepoint, a new cybersecurity joint venture company (with a minority owner, Vista Equity Partners). At the request
of the Raytheon Board, three non-employee directors were asked to participate on the Forcepoint board of directors, Messrs.
Cartwright and Ruettgers as members, and after he joined the Board in July 2015, Mr. Beauchamp as an observer. In
connection with this special assignment, the Board approved a separate annual cash retainer of $75,000 and a meeting fee of
$1,500 for each meeting attended.

12

Case Document 15-4 Filed 01/10/17 Page 17 of 19

Bene?ts. We reimburse our non-employee directors for actual expenses incurred in the performance of their service as
directors, including attendance at director education programs sponsored by educational and other institutions. We also
maintain a business travel accident insurance policy which provides non-employee directors with up to $1,000,000 of
coverage per incident when traveling on Raytheon business. In addition, all directors are eligible to participate in our

matching gift and charitable awards program available to all employees. We match eligible gifts up to $10,000 per donor per
calendar year.

Pursuant to our Deferred Compensation Plan, directors may defer receipt of their cash retainers and/or meeting fees
until retirement from the Board. Directors also may elect to receive their cash retainers in shares of our common stock, which
must be received currently and cannot be deferred.

Non-Employee Director Total Compensation

 

Change in
Pension Value
and
Nonqualified
Fees Non-Equity Deferred
Earned or Stock Option Incentive Plan Compensation All Other
Paid in Awardsm Awards Compensation Earnings Compensation Total
Name Cash") (3) (3) (3) 
Tracy A. Atkinson 115,500 139,950 1374?? 257,324
Robert E. Beauchamp* 84,136 1 16,970?) 10,000?) 211,106
James E. Cartwright 224,000 139,950 363,950
Vernon E. Clark 148,000 191,021?) 10,000?) 349,021
Stephen J. Hadley 140,500 139,950 280,450
Letitia A. Long" 94,500 164,961(5) 259,461
George R. Oliver 136,500 139,950 10,000?) 286,450
Michael C. Ruettgers 2 14,500 139,950 10,000?) 364,450
Ronald L. Skates 153,500 139,950 10,000?) 303,450
William R. Spivey 131,500 139,950 271,450
Linda G. 66,500 66.500

Robert E. Beauchamp was elected to the Board in July 2015.
Letitia A. Long was elected to the Board in March 2015.
Linda G. Stuntz retired from the Board effective as of the 2015 Annual Meeting in May 2015.

(1) Detailed information on cash amounts is set forth below.

(2) Detailed information on stock award amounts is set forth below.

(3) Represents Mr. Beauchamp?s prorated award of 1,206 shares of restricted stock made upon his election to the Board in
July 2015.

(4) Mr. Clark?s annual stock retainer of $191,000 for serving in the capacity of Lead Director.

(5) Includes Ms. Long?s prorated award of 226 shares of restricted stock made upon her election to the Board in March
2015, which shares vested on the date of the 2015 Annual Meeting in May 2015.

(6) Represents Raytheon contributions under our matching gift and charitable awards program, which is available to all
employees and directors.

13

Case Document 15-4 Filed 01/10/17 Page 18 of 19

 

Cash Amounts
Annual
Committee
Annual Chair or
Board Lead Director
Cash Cash Meeting
Retainer Retainer Fees t"

Director Roles (3) 
Ms. Atkinson Director 90,000 25,500
Mr. Beauchamp Director 32,886 6,000
Mr. Cartwright Chair, Governance and Nominating Committee 90,000 5,000 46,500
Mr. Clark Chair, Special Activities Committee and Lead

Director 90,000 34,000 24,000
Mr. Hadley Chair, Public Affairs Committee 90,000 10,000 40,500
Ms. Long Director 67,500 27,000
Mr. Oliver Director 90,000 46,500
Mr. Ruettgers Director 90,000 42,000
Mr. Skates Chair, Audit Committee 90,000 20,000 43,500
Mr. Spivcy Chair, MDCC 90,000 10,000 31,500
Ms. Stuntz Chair, Governance and Nominating Committee 45,000 5,000 16,500

(1) Includes a per meeting fee of $1,500 for ?ve meetings of a temporary acquisition review group of directors composed of

Messrs. Cartwright, Oliver and Ruettgers who were appointed by the Board in connection with the Company?s review
of potential commercial cybersecurity acquisition candidates and transaction structures, including the acquisition of
Websense, Inc. and the formation of Forcepoint.

Cash Amounts - orcepoint Board

(1)

 

Annual Board Cash Retainer Meeting Fees
Director (9
Mr. Beauchamp 43,7500) 3 1,500
Mr. Cartwright 75,000 7,500
Mr. Ruettgers 75,000 7,500

Represents Mr. Beauchamp?s prorated annual cash retainer based on when his Forcepoint Board service began.

Stock Awards

Stock Award amounts represent the aggregate grant date fair value of awards of restricted stock paid as the annual stock

retainer in accordance with the accounting standard for share-based payments. The grant date fair value of the restricted stock
awards is based on the stock price on the date of grant and the number of shares (or the intrinsic value method). For more
information on the assumptions used by us in calculating the grant date fair values for restricted stock awards, see Note 13:
Stock-based Compensation Plans to our ?nancial statements in our Annual Report on Form 10-K for the year ended
December 31, 2015.

14

Case Document 15-4 Filed 01/10/17 Page 19 of 19

The aggregate number of shares of unvested restricted stock held by each director as of December 31, 2015 was as
follows:

 

Restricted

Director Stock(#)

Ms. Atkinson 1,340
Mr. Beauchamp 1,206
Mr. Cartwright 1,340
Mr. Clark 1,829
Mr. Hadley 1,340
Ms. Long 1,340
Mr. Oliver 1,340
Mr. Ruettgers 1,340
Mr. Skates 1,340
Mr. Spivey 1,340

Ms. Stuntz 

The following table shows the shares of restricted stock awarded to each director during 2015 and the aggregate grant
date fair value for each award.

 

All Stock
Awards: Number
Grant of Shares of Stock Full Grant Date

Director Date or Units(#) Value of Award($)
Ms. Atkinson 5/28/2015 1,340 139,950
Mr. Beauchamp 7/22/2015 1,206 1 16,970
Mr. Cartwright 5/28/2015 1,340 139,950
Mr. Clark 5/28/2015 1,829 191,021
Mr. Hadley 5/28/2015 1,340 139,950
Ms. Long 3/18/2015 226 25,01 1

5/28/2015 1,340 139,950
Mr. Oliver 5/28/2015 1,340 139,950
Mr. Ruettgers 5/28/2015 1,340 139,950
Mr. Skates 5/28/2015 1,340 139,950
Mr. Spivey 5/28/2015 1,340 139,950

Ms. Stuntz 

Director Stock Ownership and Retention Guidelines

As stated in our Governance Principles, the Board believes that directors should be shareholders and have a ?nancial
stake in the Company. Accordingly, independent directors are paid a substantial portion of their compensation in equity
awards. Further, each director is expected to own shares of our common stock with a market value of at least four times the
cash component of a non-employee director?s annual retainer for service on the Board, with ?ve years to achieve the target
ownership threshold. The Governance Principles also provide that a director may not dispose of Company stock until
attaining the requisite ownership threshold and thereafter must maintain such equity ownership level. As of December 31,
2015. each of our non-employee directors with ?ve or more years of service had met or exceeded his stock ownership
requirement.

Case Document 15-5 Filed 01/10/17 Page 1 of 4

Attachment 5

Form 8-K Case Document 15-5 Filed 01/10/17 Page 2 of 4 page 1 of 3

8-K 1 d265747d8k.htm FORM 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): October 12, 2016

 

RAYTHEON COMPANY

(Exact name of registrant as speci?ed in its charter)

 

Delaware 1-13699 95-1778500
(State of (Commission (IRS Employer
Incorporation) File Number) Identification Number)

870 Winter Street, Waltham, Massachusetts 02451
(Address of Principal Executive Of?ces) (Zip Code)

(781) 522-3000

(Registrant?s telephone number. including area code)

 

Check the appropriate box below if the Form 8-K ?ling is intended to simultaneously satisfy the ?ling obligation of the
registrant under any of the following provisions (see General instruction A2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

CI Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

El Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 
El

Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 

 

 

19312516740215/d265747d8k.htm 12/14/2016

Form 8-K Case Document 15-5 Filed 01/10/17 Page 3 of 4 page 2 of3

Item 5.02. Departure of Directors or Certain Of?cers; Election of Directors; Appointment of Certain Of?cers;
Compensatory Arrangements of Certain Of?cers

Resignation of Director

On October l2, 2016, James E. Cartwright noti?ed Raytheon Company (the ??Company?) that he was resigning, effective
immediately, from his position on the Company?s Board of Directors due to personal reasons.

2

19312516740215/d265747d8k.htm 12/14/2016

Form 8-K Case Document 15-5 Filed 01/10/17 Page 4 of 4 Page 3 of3

 

SIGNATURES 
1

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: October 18, 2016 By: Frank R. Jimenez

Frank R. Jimenez
Vice President, General Counsel and Secretary

 

047122/0001 193 12516740215/d265747d8k.htm 12/14/2016