Item 1A. RISK FACTORS.
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Item 1A. RISK FACTORS.
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows and equity as set forth in Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K. Except as set forth below, there have been no material changes to the risk factors disclosed in our Fiscal 2024 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.
Changes in trade policies, including tariffs, could cause adverse impacts to our business. In first quarter 2025, we observed significant shift in U.S. trade policy, with increased tariffs and the imposition of new tariffs that could impact our supply chain and our business. While certain of such tariffs have been paused, ultimately trade policy decisions are outside of our control and may have consequences for our business. Changes in trade policies, such as new tariffs or increases in tariffs, or reactionary measures including retaliatory tariffs, legal challenges, or currency manipulation, could adversely impact us.
Even though we primarily sell our products and services to U.S. Government customers and our suppliers are primarily domestic, we still rely on imported materials, components, or finished goods, and if tariffs increase, our supply chain costs may rise, adversely affecting our business, results of operations and cash flows. We also operate a business in Canada that supports both domestic and international programs. If we are not granted exemptions from tariffs due to the nature of our business and customers, we could see greater impacts than we currently expect, especially as it relates to tariffs between the U.S. and Canada. Additionally, retaliatory measures, or prolonged uncertainty in trade relationships could result in supply chain disruptions, delayed shipments, or increased operational complexity, which could also adversely affect our business, results of operations and cash flows. While we intend to take steps to mitigate any impacts of tariffs or other impacts resulting from changes in trade policy, our ability to do so may be limited by operational and supply chain constraints, especially in the short term.
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| Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. |
Issuer Purchases of Equity Securities
The following table sets forth information with respect to repurchases by us of our common stock during first quarter 2025:
| Period* | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs**(1)** | Maximum approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** ($ in millions) | |||||||||||||||||||
| Month No. 1 | |||||||||||||||||||||||
| (January 4, 2025 - January 31, 2025) | |||||||||||||||||||||||
| Repurchase program(1) | 1,265,192 | $ | 212.75 | 1,265,192 | $ | 3,112 | |||||||||||||||||
| Employee transactions(2) | 2,149 | $ | 213.47 | — | — | ||||||||||||||||||
| Month No. 2 | |||||||||||||||||||||||
| (February 1, 2025 - February 28, 2025) | |||||||||||||||||||||||
| Repurchase program(1) | 1,083,230 | $ | 205.57 | 1,083,230 | $ | 2,889 | |||||||||||||||||
| Employee transactions(2) | 25,191 | $ | 206.34 | — | — | ||||||||||||||||||
| Month No. 3 | |||||||||||||||||||||||
| (March 1, 2025 - March 28, 2025) | |||||||||||||||||||||||
| Repurchase program(1) | 367,883 | $ | 210.81 | 367,883 | $ | 2,811 | |||||||||||||||||
| Employee transactions(2) | 52,036 | $ | 207.94 | — | — | ||||||||||||||||||
| Total | 2,795,681 | 2,716,305 | $ | 2,811 |
- Periods represent our fiscal months.
(1) On January 28, 2021 and October 21, 2022, we announced that our Board approved share repurchase authorizations under our repurchase program of $6.0 billion and $3.0 billion, respectively. The $6.0 billion program was exhausted during first quarter 2025. Our repurchase program does not have an 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.
(2) Represents shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of PSUs or RSUs that vested during the quarter. Our stock incentive plans provide that the value of shares delivered to us to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.
Sales of Unregistered Equity Securities
During first quarter 2025, we did not issue or sell any unregistered equity securities.
| Item 3. DEFAULTS UPON SENIOR SECURITIES. | |||||
None.
| Item 4. MINE SAFETY DISCLOSURES. |
Not applicable.
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