Raytheon 2011 Annual Report Download - page 129

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management has conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Rules 13a–15(e) and 15d–15(e) of the Securities Exchange Act of 1934) as of December 31, 2011.
Conclusion of Evaluation—Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures as of December 31, 2011 were effective.
Inherent Limitations on Effectiveness of Controls—In designing and evaluating our disclosure controls and procedures,
management recognizes that any control, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance of achieving the desired control objectives. Due to the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and
instances of fraud, if any, within the Company have been detected.
Evaluation of Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting—Management’s Report on Internal Control Over
Financial Reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K.
Attestation Report of the Independent Registered Public Accounting Firm—The effectiveness of our internal control
over financial reporting as of December 31, 2011 has been audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, as stated in their report which is set forth in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting—There were no changes in our internal control over financial
reporting during the fourth quarter of 2011 that have materially affected or are reasonably likely to materially affect our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding members of our Board of Directors is contained in our definitive proxy statement for the 2012 Annual
Meeting of Stockholders under the caption “Election of Directors” and is incorporated herein by reference. Information
regarding our executive officers is contained after Part I of this Form 10-K. Information regarding Section 16(a) compliance
is contained in our definitive proxy statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”
and is incorporated herein by reference. Information regarding our Audit Committee and our Audit Committee Financial
Expert is contained in our definitive proxy statement under the caption “The Board of Directors and Board Committees” and
is incorporated herein by reference.
We have adopted a code of ethics that applies to all of our directors, officers, employees and representatives. Information
regarding our code of ethics is contained in our definitive proxy statement for the 2012 Annual Meeting of Stockholders under
the caption “Corporate Governance—Code of Ethics and Conflicts of Interest” and is incorporated herein by reference.
No material changes have been made to the procedures by which our stockholders may recommend nominees to our Board
of Directors since we described the procedures in our definitive proxy statement for the 2007 Annual Meeting of Stockholders.
Information regarding the procedures is contained in our definitive proxy statement for the 2012 Annual Meeting of
Stockholders under the caption “Corporate Governance—Director Nomination Process.”