Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements and accompanying Notes. In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to our Consolidated Financial Statements and Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 Form 10-K. Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in this MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

OVERVIEW

We are the Trusted Disruptor for the global aerospace and defense industry. With customers’ mission-critical needs in mind, we deliver end-to-end technology solutions connecting the space, air, land, sea, missiles and munitions and cyber domains. We support government and commercial customers in more than 100 countries, with our largest customers being various departments and agencies of the U.S. Government and their prime contractors. Our products and services have defense and civil government applications, as well as commercial applications. We generally sell directly to our customers, and we utilize agents and intermediaries to sell and market some products and services, especially in international markets.

U.S. and International Budget Environment

Our largest customers are various departments and agencies of the U.S. Government — the percentage of our revenue that was derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors, was 75% for the three quarters ended September 29, 2023.

On December 29, 2022, the President signed the National Defense Authorization Act, providing $858 billion of national defense funding for the 2023 U.S. Government fiscal year (“GFY”), of which $816 billion was allotted to the DoD. On March 13, 2023, the DoD released details around the President’s GFY 2024 $886 billion national defense budget request (“2024 PBR”). The PBR includes $842 billion for the DoD, a proposed increase of approximately 3% over the enacted GFY 2023 DoD budget. Many of our offerings funded in the enacted GFY 2023 DoD budget are also supported by the 2024 PBR, including responsive satellites, ISR aircraft, tactical communications and maritime solutions.

On June 3, 2023, the President signed the Fiscal Responsibility Act of 2023 (“FRA”), which suspended the federal debt limit through January 1, 2025 and established new discretionary funding limits for defense and non-defense accounts. The FRA capped GFY 2024 national defense funding at $886 billion, including $842 billion for the DoD specifically, and non-defense funding at $704 billion.

On September 30, 2023, the President signed a short-term Continuing Resolution (“CR”), funding the government for 48 days through November 17, 2023. Congress has until November 17th to enact a full-year GFY 2024 appropriations bill or another CR to fund the government. While operating under a CR, government agencies are allocated a portion of GFY 2023 enacted funds, and DoD is prohibited from starting new programs.

The overall defense spending environment, both in the U.S. and internationally, reflects the continued impacts of the conflicts in Ukraine and geopolitical tensions across Asia and the Middle East, and changes to U.S. Government or international spending priorities have and could in the future impact our business.

See our U.S. Government funding risks and the discussion of our international business risks within Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K.

Economic Environment

The macroeconomic environment continues to present challenges, which have impacted our actual results and may continue to impact our future results. Rising inflation in the U.S. has led to higher input costs. The ongoing uncertainty related to the impacts of inflation, as well as increased interest rates, raise the cost of borrowing for the Federal government.

_____________________________________________________________________

To the extent feasible, we continue to proactively deploy operational improvement strategies and have consistently followed the practice of adjusting our prices to reflect the impact of inflation on salaries and fringe benefits for employees and the cost of purchased materials and services. Our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in or a sustained period of increased inflation.

KEY DEVELOPMENTS

Business Realignment. Effective for fiscal 2023, we adjusted our reporting to better align our businesses and transferred our ADG business (representing $76 million and $233 million of revenue for the quarter and three quarters ended September 29, 2023, respectively, and $93 million and $240 million of revenue for the quarter and three quarters ended September 30, 2022, respectively) from our IMS segment to our SAS segment. See Note A: Basis of Presentation and Summary of Significant Accounting Policies in the Notes for further information.

Acquisition of TDL. On January 3, 2023, we completed the TDL acquisition, which is reported within our CS segment. See Note B: Acquisitions, Divestitures and Asset Sales in the Notes for further information regarding the TDL acquisition.

Acquisition of AJRD and New Business Segment. On July 28, 2023 we completed the acquisition of AJRD. Upon completion of the acquisition, we established a new reportable segment, AR. The operations of AJRD are reported in the newly established AR segment and in our corporate segment. The AR segment consists of missile solutions with technologies for strategic defense, missile defense, and hypersonic and tactical systems, as well as space propulsion and power systems for national security space and exploration missions.

_____________________________________________________________________

RESULTS OF OPERATIONS

Consolidated Results of Operations

			Quarter Ended												Three Quarters Ended
(Dollars in millions, except per share amounts)			September 29, 2023						September 30, 2022												September 29, 2023						September 30, 2022
Revenue from product sales and services:
SAS			$	1,686					$	1,593											$	5,056					$	4,682
IMS			1,568						1,630												5,003						4,897
CS			1,255						1,068												3,707						3,024
AR			455						**												455						**
Corporate eliminations			(49)						(45)												(142)						(119)
Revenue from product sales and services			4,915						4,246												14,079						12,484
Cost of product sales and services			(3,608)						(3,052)												(10,371)						(8,819)
% of total revenue			73		%				72		%										74		%				71		%
Gross margin			1,307						1,194												3,708						3,665
% of total revenue			27		%				28		%										26		%				29		%
Engineering, selling and administrative expenses			(828)						(742)												(2,384)						(2,239)
% of total revenue			17		%				17		%										17		%				18		%
Sale of asset group and business divestiture-related gains, net			—						—												26						8
Impairment of goodwill and other assets			—						(802)												(78)						(802)
Non-operating income, net			80						99												245						313
Interest expense, net			(159)						(70)												(372)						(205)
Income (loss) before income taxes			400						(321)												1,145						740
Income taxes			(18)						20												(73)						(96)
Effective tax rate			4.5		%				6.2		%										6.4		%				13.0		%
Net income (loss)			382						(301)												1,072						644
Noncontrolling interests, net of income taxes			1						1												(3)						2
Net income (loss) attributable to L3Harris Technologies, Inc.			$	383					$	(300)											$	1,069					$	646
% of total revenue			8		%				7		%										8		%				5		%
Diluted EPS			$	2.02					$	(1.56)											$	5.61					$	3.33

---

** AR is a new reportable segment established during the quarter ended September 29, 2023, which consists of operations of AJRD. As such, there is no comparable prior year information.

Revenue and Gross Margin

One Quarter Comparison. Revenue increased 16% for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 from the inclusion of revenue from the acquisition of AJRD, which is reported in our AR segment and higher revenue in our CS and SAS segments of $187 million and $93 million, respectively, partially offset by decrease in revenue in our IMS segment of $62 million.

Gross margin increased while gross margin as a percentage of revenue decreased for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022, largely due to the increases in revenue noted above, partially offset by net change in EAC adjustments and higher mix of lower-margin revenue.

Three Quarters Comparison. Revenue increased 13% for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 from the inclusion of revenue from the acquisition of AJRD, which is reported in our AR segment and higher revenue across our CS, SAS and IMS segments of $683 million, $374 million and $106 million, respectively.

_____________________________________________________________________

Gross margin increased while gross margin as a percentage of revenue decreased for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022, largely due to the increases in revenue noted above, partially offset by net change in EAC adjustments and higher mix of lower-margin revenue.

See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses (“ESA”) expenses were as follows:

			Quarter Ended												Three Quarters Ended
(In millions)			September 29, 2023						September 30, 2022						September 29, 2023						September 30, 2022
Amortization of acquisition-related intangibles			$	(185)					$	(133)					$	(477)					$	(400)
Company-sponsored R&D costs(1)			(125)						(151)						(356)						(452)
Merger, acquisition, and divestiture related expenses			(56)						(31)						(144)						(117)
LHX NeXt(2)			(33)						—						(68)						—
Charges for severance and other termination costs			—						(29)						—						(29)
Charge related to an additional pre-merger legal contingency			—						(31)						—						(31)
Other ESA expenses(3)			(429)						(367)						(1,339)						(1,210)
Total ESA expenses			$	(828)					$	(742)					$	(2,384)					$	(2,239)

(1)For the quarter and three quarters ended September 29, 2023, includes approximately $9 million of Company-sponsored R&D costs associated with our new AR segment.

(2)Costs associated with transforming multiple functions, systems and processes to increase agility and competitiveness, including third-party consulting, workforce optimization and incremental IT expenses for implementation of new systems.

(3)Other ESA expenses primarily includes unallocated corporate expense, and segment ESA expense. For the quarter and three quarters ended September 29, 2023, Other ESA includes approximately $25 million of expenses in our new AR segment and Other ESA expenses in our SAS, IMS and CS segments either decreased or remained consistent as a percentage of the respective segment’s revenue compared to the quarter and three quarters ended September 30, 2022.

Sale of Asset Group and Business Divestiture-Related Gains, net

One Quarter Comparison**.** There were no sales of asset groups or business divestiture-related gains or losses for the quarter ended September 29, 2023 or the quarter ended September 30, 2022.

Three Quarters Comparison**.** For the three quarters ended September 29, 2023, the pre-tax gain associated with the divestiture of VIS was $26 million. For the three quarters ended September 30, 2022, we completed one business divestiture and one asset sale from our IMS segment for a pre-tax gain of $8 million.

See Note B: Acquisitions, Divestitures and Asset Sales in the Notes for further information.

Impairment of Goodwill and Other Assets

One Quarter Comparison. There were no impairments of goodwill and other assets for the quarter ended September 29, 2023. For the quarter ended September 30, 2022 goodwill and other assets includes non-cash impairment charges for goodwill of $355 million, $313 million and $134 million associated with our Broadband, ADG and Electro Optical reporting units, respectively.

In conjunction with our 2023 business realignment, certain businesses within our ADG reporting unit were aligned with our Electro Optical and SAS reporting units. As such, fiscal 2022 impairment charges related to ADG and Electro Optical of $367 million and $80 million, are included in our Electro Optical and SAS reporting units, respectively, in our comparative financial results for the quarter and three quarters ended September 30, 2022.

_____________________________________________________________________

Three Quarters Comparison. For the three quarters ended September 29, 2023 impairment of goodwill and other assets consisted of the following non-cash charges for impairment of other assets:

			Three Quarters Ended
(In millions)			September 29, 2023
Other Assets
Impairment of customer contracts:
SAS			$	27
IMS			3
Unallocated corporate expense			18
			48
Facility closures:
IMS			9
Unallocated corporate expense			21
Impairment of other assets			$	78

For the three quarters ended September 30, 2022 goodwill and other assets includes non-cash impairment charges for goodwill of $355 million, $313 million and $134 million associated with our Broadband, ADG and Electro Optical reporting units, respectively. As noted above in one quarter comparison discussion, in conjunction with our 2023 business realignment, certain businesses within our ADG reporting unit were aligned with our Electro Optical and SAS reporting units and associated impairment charges have been adjusted accordingly within our comparative financial results for the quarter and three quarters ended September 30, 2022.

Non-Operating Income, Net

Non-operating income, net was as follows:

			Quarter Ended												Three Quarters Ended
(In millions)			September 29, 2023						September 30, 2022						September 29, 2023						September 30, 2022
Non-service FAS pension income(1)			$	78					$	111					$	232					$	332
Other, net(2)			2						(12)						13						(19)
Non-operating income, net			$	80					$	99					$	245					$	313

---

(1)Includes interest cost, expected return on plan assets, amortization of net actuarial gains under our pension and postretirement benefit plans. See Note I: Pension and Other Postretirement Benefit Plans in the Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

(2)Other, net primarily includes changes in the market value of our rabbi trust assets, gains and losses on our equity investments in nonconsolidated affiliates and royalty income.

Interest Expense, Net

One Quarter Comparison. Interest expense, net increased for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 primarily due to interest expense of approximately $35 million on the $2.25 billion outstanding under our variable rate Term Loan 2025 , a $28 million increase in interest expense on outstanding notes under the CP Program and interest expense on the AJRD Notes during the quarter ended September 29, 2023.

Three Quarters Comparison. Interest expense, net increased for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 primarily due interest expense of approximately $100 million on the $2.25 billion outstanding under our variable rate Term Loan 2025 and a $38 million increase in interest expense on outstanding notes under the CP Program during the three quarters ended September 29, 2023.

See Note H: Debt and Credit Arrangements in the Notes for further information.

_____________________________________________________________________

Income Taxes

One Quarter Comparison. Our effective tax rate was 4.5% for the quarter ended September 29, 2023 compared with 6.2% for the quarter ended September 30, 2022. For the quarter ended September 29, 2023, our effective tax rate benefited from the favorable impacts of R&D credits, FDII deductions and the resolution of specific audit uncertainties. For the quarter ended September 30, 2022, our effective tax rate benefited from the favorable impact of R&D credits, incremental FDII and the release of a valuation allowance in a foreign jurisdiction resulting from an internal restructuring, partially offset by the unfavorable impact of non-deductible goodwill impairments.

Three Quarters Comparison. Our effective tax rate was 6.4% for the three quarters ended September 29, 2023 compared with 13.0% for the three quarters ended September 30, 2022. For the three quarters ended September 29, 2023, our effective tax rate benefited from the favorable impacts of R&D credits, FDII deductions and the resolution of specific audit uncertainties. For the three quarters ended September 30, 2022, our effective tax rate was favorably impacted by a reduction in the deferred tax liabilities on the outside basis of certain foreign subsidiaries due to an internal restructuring, the favorable impact of excess tax benefits related to equity-based compensation and the items described above in the one quarter comparison for income taxes.

Net Income

One Quarter Comparison and Three Quarters Comparison. The increase in net income for the quarter and three quarters ended September 29, 2023 compared with the quarter and three quarters ended September 30, 2022 was due to the combined effects of reasons noted in the sections above.

Diluted EPS

Diluted EPS for the quarter and three quarters ended September 29, 2023 increased compared with the quarter and three quarters ended September 30, 2022 due to higher net income and fewer diluted weighted average common shares outstanding, primarily reflecting the repurchases of our common stock under our share repurchase program during the three quarters ended September 29, 2023 and fiscal 2022 share repurchases subsequent to September 30, 2022.

See the “Common Stock Repurchases” discussion below in this MD&A for further information.

Discussion of Business Segment Results of Operations

SAS Segment

			Quarter Ended																		Three Quarters Ended
			September 29, 2023						September 30, 2022						% Inc/(Dec)						September 29, 2023						September 30, 2022						% Inc/(Dec)
Revenue			$	1,686					$	1,593					6		%				$	5,056					$	4,682					8		%
Operating income			210						92						128		%				565						472						20		%
Operating income as a percentage of revenue (“operating margin”)			12		%				6		%										11		%				10		%

---

*Not meaningful

One Quarter Comparison**.** The increase in SAS segment revenue for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 was primarily due to higher revenue of $105 million from program growth in Mission Networks and our Space and Intelligence businesses, inclusive of an $18 million non-recurring license sale in Space Systems, partially offset by a decline in legacy airborne platform volume.

The increase in SAS segment operating income for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 was primarily due to an $80 million non-cash charge for impairment of goodwill recorded in our legacy ADG reporting unit during the quarter ended September 30, 2022, in addition to lower R&D and ESA expenses, and favorable mix in Space Systems primarily due to a non-recurring license sale during the quarter ended September 29, 2023.

_____________________________________________________________________

Three Quarters Comparison. The increase in SAS segment revenue for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to higher revenue of $367 million from program growth in Mission Networks and our Space and Intelligence businesses, inclusive of an $18 million non-recurring license sale in Space Systems and $68 million in Mission Avionics from an increase in production revenues. Such increases were partially offset by a decline in legacy airborne platform volume.

The increase in SAS segment operating income for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to an $80 million non-cash charge for impairment of goodwill recorded in our legacy ADG reporting unit during the three quarters ended September 30, 2022, in addition to lower R&D and ESA expenses and favorable mix in Space Systems due to a non-recurring license sale, partially offset by a $27 million non-cash impairment of other assets related to restructuring of a customer contract during the three quarters ended September 29, 2023 and program execution.

IMS Segment

			Quarter Ended																		Three Quarters Ended
(Dollars in millions)			September 29, 2023						September 30, 2022						% Inc/(Dec)						September 29, 2023						September 30, 2022						% Inc/(Dec)
Revenue			$	1,568					$	1,630					(4)		%				$	5,003					$	4,897					2		%
Operating income (loss)			187						(143)						*						534						315						70		%
Operating margin			12		%				(9)		%										11		%				6		%

---

*Not meaningful

One Quarter Comparison. The decrease in IMS segment revenue for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 was primarily due to lower revenues of $102 million in ISR from timing of aircraft missionization revenue, partially offset by higher revenues of $24 million in Electro Optical from product volumes and $22 million in Maritime from classified program revenue.

The increase in IMS segment operating income for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 was primarily due to a $367 million non-cash charge for impairment of goodwill recorded in Electro Optical and the sale of end-of-life inventory in Commercial Aviation Systems during the quarter ended September 30, 2022, partially offset by a net change in EAC adjustments, principally in ISR and Maritime.

Three Quarters Comparison. The increase in IMS segment revenue for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to revenues of $86 million in Electro Optical from higher volume in space and sensors, $44 million in Commercial Aviation Solutions from volume and $38 million in Maritime largely from volume in power and energy solutions and classified programs. Such increases were partially offset by lower revenue of $25 million in ISR from unfavorable program execution partially offset by growth in domestic aircraft missionization.

The increase in IMS segment operating income for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to a $367 million non-cash charge for impairment of goodwill recorded in Electro Optical and the sale of end-of-life inventory in Commercial Aviation Systems during the three quarters ended September 30, 2022, partially offset by a net change in EAC adjustments, principally in ISR and Maritime, and a $12 million non-cash impairment of other assets related to facility closures and restructuring of a customer contract during the three quarters ended September 29, 2023.

_____________________________________________________________________

CS Segment

			Quarter Ended																		Three Quarters Ended
(Dollars in millions)			September 29, 2023						September 30, 2022						% Inc/(Dec)						September 29, 2023						September 30, 2022						% Inc/(Dec)
Revenue			$	1,255					$	1,068					18		%				$	3,707					$	3,024					23		%
Operating income (loss)			282						(97)						*						873						370						*
Operating margin			22		%				(9)		%										24		%				12		%

---

*Not meaningful

One Quarter Comparison. The increase in CS segment revenue for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 was primarily due to higher revenue of $121 million in Broadband Communications driven by the acquisition of TDL and higher volume and $50 million in Tactical Communications from increased demand and improved electronic component availability.

The increase in CS segment operating income for the quarter ended September 29, 2023 compared with the quarter ended September 30, 2022 was primarily due to a $355 million non-cash charge for impairment of goodwill recorded in our Broadband reporting unit during the quarter ended September 30, 2022, in addition to higher volume, including from the TDL acquisition, during the quarter ended September 29, 2023, partially offset by unfavorable product mix.

Three Quarters Comparison. The increase in CS segment revenue for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to higher revenue of $342 million in Broadband Communications from the acquisition of TDL and higher volume on legacy platforms and $311 million in Tactical Communications and $72 million in Public Safety, both from increased demand and improved electronic component availability.

The increase in CS segment operating income for the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to a $355 million non-cash charge for impairment of goodwill recorded in our Broadband reporting unit during the three quarters ended September 30, 2022 in addition to higher volume, including from the TDL acquisition, and favorable mix in Tactical Communications during the three quarters ended September 29, 2023.

AR Segment

			Quarter Ended									Three Quarters Ended
(Dollars in millions)			September 29, 2023																		September 29, 2023
Revenue			$	455																	$	455
Operating income			56																		56
Operating margin			12		%																12		%

Results driven by the strategic acquisition of AJRD from the July 28, 2023 acquisition date through September 29, 2023.

_____________________________________________________________________

Unallocated Corporate Expenses

			Quarter Ended												Three Quarters Ended
(Dollars in millions)			September 29, 2023						September 30, 2022												September 29, 2023						September 30, 2022
Unallocated corporate department (expense) income, net(1)			$	14					$	18											$	(27)					$	33
Amortization of acquisition-related intangibles(2)			(208)						(151)												(546)						(454)
Additional cost of sales related to the fair value step-up in inventory sold			—						—												(30)						—
Merger, acquisition, and divestiture related expenses			(56)						(31)												(144)						(117)
Sale of asset group and business divestiture-related gains, net			—						—												26						8
Impairment of goodwill and other assets(3)			—						—												(39)						—
LHX NeXt(4)			(33)						—												(68)						—
Charges for severance and other termination costs			—						(29)												—						(29)
Charge related to an additional pre-merger legal contingency			—						(31)												—						(31)
FAS/CAS operating adjustment(5)			27						22												72						65
Total unallocated items			$	(256)					$	(202)											$	(756)					$	(525)

---

(1) Includes certain corporate-level expenses that are not included in management’s evaluation of any segment’s operating performance.

(2) Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3) For the three quarters ended September 29, 2023, includes a $21 million non-cash charge for impairment of intangible assets related to the closure of a facility and an $18 million charge related to an impairment of a customer contract. See Note G: Goodwill and Other Intangible Assets in these Notes for additional information regarding impairment of intangible assets.

(4) Costs associated with transforming multiple functions, systems and processes to increase agility and competitiveness, including third-party consulting, workforce optimization and incremental IT expenses for implementation of new systems.

(5) Represents the difference between the service cost component of FAS pension and OPEB cost and total CAS pension and OPEB cost and replaces the “Pension adjustment” line item previously presented, which included the non-service components of FAS pension and OPEB income. See Note O: Business Segment Information in the Notes for additional information regarding the FAS/CAS operating adjustment.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows

			Three Quarters Ended
(In millions)			September 29, 2023						September 30, 2022
Cash and cash equivalents, beginning of period			$	880					$	941
Operating Activities:
Net income			1,072						644
Non-cash adjustments			621						993
Changes in working capital			(94)						(382)
Other, net			(292)						121
Net cash provided by operating activities			1,307						1,376
Net cash used in investing activities			(6,938)						(188)
Net cash provided by (used in) financing activities			5,254						(1,566)
Effect of exchange rate changes on cash and cash equivalents			(4)						(34)
Net decrease in cash and cash equivalents			(381)						(412)
Cash and cash equivalents, end of period			$	499					$	529

Net cash provided by operating activities

The $69 million decrease in net cash provided by operating activities in the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to increases in payments of income taxes, payroll related taxes and interest for Term Loan 2025, the CP Program and AJRD Notes, partially

_____________________________________________________________________

offset by less cash used to fund net working capital (i.e., receivables, contract assets, inventories, accounts payable and contract liabilities).

Net cash used in investing activities

The $6.8 billion increase in net cash used in investing activities in the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to the $6.7 billion cash used for the acquisitions of TDL and AJRD in the first and third quarters of fiscal 2023, respectively.

Net cash provided by (used in) financing activities

The $6.8 billion increase in net cash provided by financing activities in the three quarters ended September 29, 2023 compared with the three quarters ended September 30, 2022 was primarily due to the issuance and sale of $3.25 billion aggregate principal amount of new AJRD Notes, $2.25 billion in proceeds from borrowings on our Term Loan 2025, for which $2.0 billion was utilized for the TDL acquisition, $2.0 billion in net proceeds from issuances of commercial paper and the $382 million decrease in cash used to repurchase our common stock under our share repurchase program. Such amounts were partially offset by an increase in repayments of borrowings, including the $800 million aggregate principal amount of our 3.85% 2023 Notes and the $250 million aggregate principal amount of our Floating 2023 Notes.

See Note H: Debt and Credit Arrangements in the Notes for further information.

Cash and cash equivalents

At September 29, 2023, we had cash and cash equivalents of $499 million, which includes $294 million held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.

Capital Structure and Resources

Described below are significant changes to our credit arrangements and debt during the three quarters ended September 29, 2023.

Credit Arrangements

Credit Agreements. On July 28, 2023 we borrowed $2.1 billion under the 2023 Credit Agreement and used the proceeds together with proceeds from the AJRD Notes issued during the quarter ended September 29, 2023 to fund the acquisition of AJRD and to pay related fees and expenses. All borrowings under the 2023 Credit Agreement were repaid with proceeds of commercial paper issued during the quarter ended September 29, 2023. At September 29, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2023 Credit Agreement.

Additionally, at September 29, 2023, we had no outstanding borrowings and were in compliance with all covenants under the $2.0 billion 2022 Credit Agreement.

Commercial Paper Programs. On March 14, 2023, we established the CP Program, which is supported by amounts unused and available under the 2022 Credit Agreement and the 2023 Credit Agreement. From time to time, we use borrowings under the CP Program for general corporate purposes, including the funding of acquisitions, debt refinancing, dividend payments and repurchases of our common stock.

During the quarter ended September 29, 2023, we had a maximum outstanding balance of $3.0 billion under our CP program, which we primarily used to repay $2.1 billion outstanding under the 2023 Credit Agreement, a portion of which was repaid with cash on hand during the quarter ended September 29, 2023.

Amounts outstanding under the CP Program at September 29, 2023 and the daily average balance and weighted average yield during the quarter ended September 29, 2023 were as follows:

			September 29, 2023
(In millions, except weighted average yield)			Outstanding						Daily Average
CP Program			$	2,030					$	2,101
Weighted Average Yield			5.50		%				5.60		%

We terminated our prior existing $1.0 billion commercial paper program during the three quarters ended September 29, 2023.

_____________________________________________________________________

We expect balances under the CP Program to remain elevated as compared to historical norms through fiscal 2025.

For further information about our Credit Agreements and CP Program, see Note H: Debt and Credit Arrangements in the Notes.

Debt

At September 29, 2023, we had $11.5 billion of outstanding long-term debt, net, including the current portion of long-term debt, net and financing lease obligations, the majority of which we incurred in connection with merger and acquisition activity.

Long-Term Debt Issued. During the three quarters ended September 29, 2023 we drew $2.25 billion in long-term debt on Term Loan 2025 and issued the AJRD Notes in an aggregate principal amount of $3.25 billion. For further information about the new debt issued, See Note H: Debt and Credit Arrangements in the Notes.

Long-Term Debt Repayments. On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of our Floating 2023 Notes through a $250 million draw on Term Loan 2025. On June 15, 2023, we repaid the entire outstanding $800 million aggregate principal amount of our 3.85% 2023 Notes through cash on hand and the issuance of commercial paper. The commercial paper issued to fund repayment of the 3.85% 2023 Notes was repaid during the quarter ended September 29, 2023.

For a description of our long-term debt, see Note H: Debt and Credit Arrangements in the Notes and Note 13: Debt in our Fiscal 2022 Form 10-K.

Liquidity Assessment

Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facilities, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity for the next 12 months and in the longer term, although, we can give no assurances concerning our future liquidity, particularly in light of our overall level of debt, U.S. Government budget uncertainties and the state of global commerce and general political and global financial uncertainty. Additionally, provisions in the Tax Cuts and Jobs Act of 2017 required that, beginning in 2022, R&D expenditures be capitalized and amortized over five years. In the future, Congress may consider legislation that would defer the amortization requirement to later years, possibly with retroactive effect. The impact of this tax law on our cash from operations depends on the amount of R&D expenditures incurred and whether the Internal Revenue Service issues guidance on the provision which differs from our current interpretation, among other things. See Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and Part II. Item 1A. Risk Factors of this Report.

Based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, availability under our senior unsecured credit facilities and our CP Program and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, dividend payments, repurchases under our share repurchase program and repayments of our debt securities at maturity for the next twelve months and the reasonably foreseeable future thereafter. Our total additions of property, plant and equipment net of proceeds from the sale of property, plant and equipment for fiscal 2023 are expected to be approximately $330 million. Other than operating expenses, cash requirements for fiscal 2023 are expected to consist primarily of additions of property, plant and equipment, and dividend payments. See “Capital Structure and Resources” and “Commercial Commitments” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 Form 10-K for further information regarding our cash requirements.

_____________________________________________________________________

Funding of Pension Plans

Funding requirements under applicable laws and regulations are a major consideration in making contributions to our U.S. pension plans. Although we have significant discretion in making voluntary contributions, the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006 and further amended by the Worker, Retiree, and Employer Recovery Act of 2008, the Moving Ahead for Progress in the 21st Century Act (“MAP-21”) and applicable Internal Revenue Code regulations, mandate minimum funding thresholds. The Highway and Transportation Funding Act of 2014, the Bipartisan Budget Act of 2015, the American Rescue Plan Act of 2021 and the Infrastructure Investment and Jobs Act further extended the interest rate stabilization provision of MAP-21. Failure to satisfy the minimum funding thresholds could result in restrictions on our ability to amend the plans or make benefit payments. With respect to our U.S. qualified defined benefit pension plans, we intend to contribute annually no less than the required minimum funding thresholds. As a result of prior voluntary contributions and plan performance, except as it relates to pension plans acquired with AJRD, we are not required to make any contributions to our U.S. qualified defined benefit pension plans in fiscal 2023 or for several years thereafter. As of September 29, 2023, we are still evaluating the impact of the acquisition of AJRD and their pension plans on future contributions.

Future required contributions primarily will depend on the actual annual return on assets and the discount rate used to measure the benefit obligation at the end of each year and our evaluation of the impact of the acquisition of AJRD. Depending on these factors, and the resulting funded status of our pension plans, the level of future statutory required minimum contributions could be material. We had net unfunded defined benefit plan obligations of $109 million as of September 29, 2023. See Note 14: Pension and Other Postretirement Benefits in our Fiscal 2022 Form 10-K and Note I: Pension and Other Postretirement Benefit Plans in the Notes for further information regarding our pension plans.

Common Stock Repurchases

During the three quarters ended September 29, 2023, we used $518 million to repurchase 2.5 million shares of our common stock under our share repurchase program at an average price per share of $204.40, including commissions of $0.02 per share. During the three quarters ended September 29, 2023, $28 million in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares repurchased by us are cancelled and retired.

Our repurchase program does not have a stated expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. At September 29, 2023, we had a remaining unused authorization under our repurchase program of $3.9 billion. We have announced that share repurchases will be moderated in the near-term, but the level and timing of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors or management may deem relevant. The timing, volume and nature of repurchases are also subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Additional information regarding our repurchase program is in Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Report*.*

Dividends

On February 24, 2023, we announced that our Board of Directors increased the quarterly per share cash dividend rate on our common stock from $1.12 to $1.14, commencing with the dividend declared by our Board of Directors for the first quarter of fiscal 2023, for an annualized per share cash dividend rate of $4.56, which was our twenty-second consecutive annual increase in our quarterly cash dividend rate. Quarterly cash dividends are typically paid in March, June, September and December. We paid $652 million in cash dividends during the three quarters ended September 29, 2023. We currently expect to continue paying and increasing the rates of cash dividends in the near future, but we can give no assurances concerning payment of future dividends or future dividend increases. The annual declaration of dividends by our Board of Directors and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant.

_____________________________________________________________________

Material Cash Requirements and Commercial Commitments

The amounts disclosed in our Fiscal 2022 Form 10-K include our material cash requirements and commercial commitments. Except for the $3.25 billion aggregate principal amount of new long-term fixed-rate debt under the AJRD Notes, $2.25 billion in borrowings under Term Loan 2025, the level of indebtedness under our CP Program, the establishment of our 2023 Credit Facility and certain arrangements with off-balance sheet risk, such as guarantees to U.S. government agencies for environmental remediation activities, acquired with the acquisition of AJRD, compared to amounts disclosed in our Fiscal 2022 Form 10-K, there were no material changes to our material cash requirements from contractual cash obligations to repay debt, to purchase goods and services or to make payments under operating leases or our commercial commitments; or in our contingent liabilities on outstanding surety bonds, standby letters of credit agreements or other arrangements with financial institutions and customers primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers or to obtain insurance policies with our insurance carriers as disclosed in our Fiscal 2022 Form 10-K. Further information about our Credit Agreements and CP Program can be found in “Capital Structure and Resources” in this MD&A and Note H: Debt and Credit Arrangements in the Notes.

There can be no assurance that our business will continue to generate cash flows at current or expected levels or that the cost or availability of future borrowings, if any, under our CP Program, credit facilities, term loan or in the debt markets will not be impacted by any potential future credit or capital markets disruptions. If we are unable to maintain cash balances, generate cash flow from operations or borrow under our CP Program, our credit facilities or term loan sufficient to service our obligations, we may be required to reduce capital expenditures, reduce or eliminate strategic acquisitions, reduce or terminate our share repurchases, reduce or eliminate dividends, refinance all or a portion of our existing debt, obtain additional financing or sell assets. Our ability to make principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions affecting the defense, government and other markets we serve and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates disclosed in “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 Form 10-K, except, as set forth below.

Goodwill

We test our goodwill for impairment annually as of the first day of our fourth fiscal quarter, or under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment or when we reorganize our reporting structure such that the composition of one or more of our reporting units is affected.

Fiscal 2023 Impairment Tests. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business (a reporting unit) from our IMS segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the realignment, we performed a qualitative impairment assessment over our SAS reporting unit and a quantitative impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a quantitative impairment assessment over the SAS reporting unit. We prepared estimates of the fair value of our pre-realignment ADG reporting unit and post-realignment SAS reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and an income-based valuation technique using projected discounted cash flows. These assessments indicated no impairment existed either before or after the realignment.

TDL Acquisition Goodwill. In connection with the January 3, 2023 acquisition of TDL, we recorded $1,117 million of goodwill in our Broadband reporting unit within our CS segment.

AJRD Acquisition Goodwill. In connection with the July 28, 2023 acquisition of AJRD, we recorded $2,348 million of goodwill in our AR segment, which is also the AR reporting unit.

See Note B: Acquisitions, Divestitures and Asset Sales and Note G: Goodwill and Other Intangible Assets in the Notes for additional information.

_____________________________________________________________________

Business Combinations

We follow the acquisition method of accounting to record identifiable assets acquired, liabilities assumed and noncontrolling interests recognized in connection with acquired businesses at their estimated fair value as of the date of acquisition.

Identifiable intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and consist of customer relationships, developed technology and trade names. Determination of the estimated fair value of identifiable intangible assets requires judgment. The fair value of intangible assets is estimated using the relief from royalty method for the acquired developed technology and trade names and the multi-period excess earnings method for the acquired customer relationships. Both of these fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology and trade name intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. Finite-lived identifiable intangible assets are amortized to expense over their useful lives, generally ranging from two to twenty seven years. The fair value of identifiable intangible assets acquired in connection with the TDL and AJRD acquisitions was $755 million and $2.860 billion, respectively.

See Note B: Acquisitions, Divestitures and Asset Sales and Note G: Goodwill and Other Intangible Assets in the Notes for additional information.

Impact of Recently Issued Accounting Pronouncements

See Note A: Basis of Presentation and Summary of Significant Accounting Policies in the Notes for new accounting pronouncements that became effective during fiscal 2023.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that may not materialize or prove correct, which could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, systems, technologies, services or developments; future economic conditions, performance or outlook; future political conditions; the outcome of contingencies or litigation; environmental remediation cost estimates; the potential level of share repurchases, dividends or pension contributions; potential acquisitions or divestitures; the integration of our acquisitions; the value of contract awards and programs; expected revenue; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of filing of this Report and are not guarantees of future performance or actual results. Factors that might cause our results to differ materially from those expressed in or implied by these forward-looking statements, from our current expectations or projections or from our historical results include, but are not limited to, those discussed in Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and in Part II. Item 1A. Risk Factors of this Report. All forward-looking statements are qualified by, and should be read in conjunction with, those risk factors. Forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and are made as of the date of filing of this Report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise, after the date of filing of this Report or, in the case of any document incorporated by reference, the date of that document.

The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections. Other factors besides those listed here also could adversely affect us. See Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and Part II. Item 1A. Risk Factors of this Report for more information regarding factors that might cause our results to differ materially from those expressed in or implied by the forward-looking statements contained in this Report.

• We depend on U.S. Government customers for a significant portion of our revenue, and a reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

_____________________________________________________________________

• Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. In particular, our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in or sustained period of increased inflation.

• We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

• The U.S. Government’s budget deficit and the national debt, as well as a breach of the debt ceiling, could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

• We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to estimate growth in our markets and, as a result, future income and expenditures.

• We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in which we operate, our ability to insure against risks, our operations or our profitability.

• We are subject to government investigations, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and equity.

• We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally.

• Disputes with our subcontractors or key suppliers, or their inability to perform or timely deliver our components, parts or services, could cause our products and/or services to be produced or delivered in an untimely or unsatisfactory manner.

• We must attract and retain key employees, and any failure to do so could seriously harm us.

• We could be negatively impacted by a security breach, through cyber-attack, cyber intrusion, insider threats or otherwise, or other significant disruption of our information technology networks and related systems or of those we operate for certain of our customers.

• Our future success will depend on our ability to develop new products and services and technologies that achieve market acceptance in our current and future markets.

• We have significant operations in locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.

• Changes in estimates we use in accounting for many of our programs could adversely affect our future financial condition and results of operations.

• Our level of indebtedness and our ability to make payments on or service our indebtedness and our unfunded defined benefit plans liability may materially adversely affect our financial and operating activities or our ability to incur additional debt.

• A downgrade in our credit ratings could materially adversely affect our business.

• Market conditions or volatility could impact our business, financial condition, results of operations and cash flows.

• The level of returns on defined benefit plan assets, changes in interest rates and other factors could materially adversely affect our financial condition, results of operations, cash flows and equity in future periods.

• Changes in our effective tax rate or additional tax exposures may have an adverse effect on our results of operations and cash flows.

• We may not be successful in obtaining the necessary export licenses to conduct certain operations abroad, and Congress may prevent proposed sales to certain foreign governments.

• Unforeseen environmental issues, including regulations related to GHG emissions or change in customer sentiment related to environmental sustainability, could have a material adverse effect on our business, financial condition, results of operations, cash flows and equity.

• Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.

• The outcome of litigation or arbitration in which we are involved from time to time is unpredictable, and an adverse decision in any such matter could have a material adverse effect on our financial condition, results of operations, cash flows and equity.

• Third parties have claimed in the past and may claim in the future that we are infringing directly or indirectly upon their intellectual property rights, and third parties may infringe upon our intellectual property rights.

• We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.

• Challenges arising from the expanded operations from the acquisition of TDL and AJRD may affect our future results.

_____________________________________________________________________

• With our acquisition of AJRD, there is increased risk of the release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business, which could disrupt our operations and adversely affect our financial results.

• The real estate assets acquired as part of our acquisition of AJRD are subject to various risks due to environmental liabilities, regulatory exposure and vulnerability to changes to the real estate market, any of which could adversely affect the value of such assets or our financial results.

• Strategic transactions, including mergers, acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows and equity.

• Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other long-term assets to become impaired, resulting in substantial losses and write-downs that would materially adversely affect our results of operations and financial condition.