RTX Corp 10-Q

Item 1. Financial Statements RTX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) Quarter Ended September 30, Nine Months Ended September 30, (dollars in millions, except per share amounts) 2024 2023 2024 2023 Net Sales: Products sales $ 14,708 $ 8,615 $ 43,573 $ 34,813 Services sales 5,381 4,849 15,542 14,180 Total net sales 20,089 13,464 59,115 48,993 Costs and Expenses: Cost of sales - products 12,336 9,289 37,177 31,078 Cost of sales - services 3,719 3,461 10,763 9,835 Research and development 751 712 2,126 2,048 Selling, general, and administrative 1,389 1,401 4,232 4,364 Total costs and expenses 18,195 14,863 54,298 47,325 Other income (expense), net 134 3 ( 390 ) 116 Operating profit (loss) 2,028 ( 1,396 ) 4,427 1,784 Non-operating expense (income), net: Non-service pension income ( 374 ) ( 443 ) ( 1,134 ) ( 1,334 ) Interest expense, net 496 369 1,376 1,017 Total non-operating expense (income), net 122 ( 74 ) 242 ( 317 ) Income (loss) before income taxes 1,906 ( 1,322 ) 4,185 2,101 Income tax expense (benefit) 371 ( 389 ) 732 194 Net income (loss) 1,535 ( 933 ) 3,453 1,907 Less: Noncontrolling interest in subsidiaries’ earnings 63 51 161 138 Net income (loss) attributable to common shareowners $ 1,472 $ ( 984 ) $ 3,292 $ 1,769 Earnings (Loss) Per Share attributable to common shareowners: Basic $ 1.10 $ ( 0.68 ) $ 2.47 $ 1.22 Diluted 1.09 ( 0.68 ) 2.45 1.21 See accompanying Notes to Condensed Consolidated Financial Statements 4 Table of Contents RTX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) Quarter Ended September 30, Nine Months Ended September 30, (dollars in millions) 2024 2023 2024 2023 Net income (loss) $ 1,535 $ ( 933 ) $ 3,453 $ 1,907 Other comprehensive income (loss), before tax: Foreign currency translation adjustments 749 ( 441 ) 560 85 Pension and postretirement benefit plans adjustments ( 116 ) ( 104 ) ( 213 ) ( 433 ) Change in unrealized cash flow hedging 139 ( 123 ) 87 174 Other comprehensive income (loss), before tax 772 ( 668 ) 434 ( 174 ) Income tax benefit (expense) related to items of other comprehensive income (loss) ( 23 ) 54 16 76 Other comprehensive income (loss), net of tax 749 ( 614 ) 450 ( 98 ) Comprehensive income (loss) 2,284 ( 1,547 ) 3,903 1,809 Less: Comprehensive income attributable to noncontrolling interest 63 51 161 138 Comprehensive income (loss) attributable to common shareowners $ 2,221 $ ( 1,598 ) $ 3,742 $ 1,671 See accompanying Notes to Condensed Consolidated Financial Statements 5 Table of Contents RTX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (dollars in millions) September 30, 2024 December 31, 2023 Assets Current Assets Cash and cash equivalents $ 6,682 $ 6,587 Accounts receivable, net 10,097 10,838 Contract assets 14,684 12,139 Inventory, net 13,465 11,777 Other assets, current 6,836 7,076 Total current assets 51,764 48,417 Customer financing assets 2,306 2,392 Fixed assets 32,711 31,392 Accumulated depreciation ( 16,825 ) ( 15,644 ) Fixed assets, net 15,886 15,748 Operating lease right-of-use assets 1,846 1,638 Goodwill 53,759 53,699 Intangible assets, net 34,159 35,399 Other assets 5,102 4,576 Total assets $ 164,822 $ 161,869 Liabilities, Redeemable Noncontrolling Interest, and Equity Current Liabilities Short-term borrowings $ 220 $ 189 Accounts payable 11,834 10,698 Accrued employee compensation 2,673 2,491 Other accrued liabilities 15,971 14,917 Contract liabilities 18,436 17,183 Long-term debt currently due 3,113 1,283 Total current liabilities 52,247 46,761 Long-term debt 38,823 42,355 Operating lease liabilities, non-current 1,592 1,412 Future pension and postretirement benefit obligations 2,230 2,385 Other long-term liabilities 7,071 7,511 Total liabilities 101,963 100,424 Commitments and contingencies (Note 16) Redeemable noncontrolling interest 33 35 Shareowners’ Equity: Common stock 37,276 37,055 Treasury stock ( 27,141 ) ( 26,977 ) Retained earnings 52,948 52,154 Unearned ESOP shares — ( 15 ) Accumulated other comprehensive loss ( 1,969 ) ( 2,419 ) Total shareowners’ equity 61,114 59,798 Noncontrolling interest 1,712 1,612 Total equity 62,826 61,410 Total liabilities, redeemable noncontrolling interest, and equity $ 164,822 $ 161,869 See accompanying Notes to Condensed Consolidated Financial Statements 6 Table of Contents RTX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended September 30, (dollars in millions) 2024 2023 Operating Activities: Net income $ 3,453 $ 1,907 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization 3,225 3,152 Deferred income tax benefit ( 119 ) ( 728 ) Stock compensation cost 328 319 Net periodic pension and other postretirement income ( 992 ) ( 1,164 ) Gain on sale of business, net of transaction costs (Note 2) ( 415 ) — Change in: Accounts receivable 936 ( 913 ) Contract assets ( 2,453 ) ( 1,163 ) Inventory ( 1,705 ) ( 1,430 ) Other current assets ( 242 ) ( 878 ) Accounts payable and accrued liabilities 2,327 3,422 Contract liabilities 1,196 429 Other operating activities, net 59 219 Net cash flows provided by operating activities 5,598 3,172 Investing Activities: Capital expenditures ( 1,556 ) ( 1,610 ) Dispositions of businesses, net of cash transferred 1,283 6 Increase in other intangible assets ( 447 ) ( 536 ) Receipts (payments) from settlements of derivative contracts, net 3 ( 18 ) Other investing activities, net ( 38 ) 97 Net cash flows used in investing activities ( 755 ) ( 2,061 ) Financing Activities: Proceeds from long-term debt — 2,974 Repayment of long-term debt ( 1,700 ) ( 175 ) Change in commercial paper, net (Note 9) — 473 Change in other short-term borrowings, net 31 68 Dividends paid on common stock ( 2,415 ) ( 2,472 ) Repurchase of common stock ( 394 ) ( 2,587 ) Other financing activities, net ( 271 ) ( 190 ) Net cash flows used in financing activities ( 4,749 ) ( 1,909 ) Effect of foreign exchange rate changes on cash and cash equivalents 11 4 Net increase (decrease) in cash, cash equivalents, and restricted cash 105 ( 794 ) Cash, cash equivalents, and restricted cash, beginning of period 6,626 6,291 Cash, cash equivalents, and restricted cash, end of period 6,731 5,497 Less: Restricted cash, included in Other assets, current and Other assets 49 41 Cash and cash equivalents, end of period $ 6,682 $ 5,456 See accompanying Notes to Condensed Consolidated Financial Statements 7 Table of Contents RTX CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) Quarter Ended September 30, Nine Months Ended September 30, (dollars in millions, except per share amounts; shares in thousands) 2024 2023 2024 2023 Equity beginning balance $ 60,650 $ 74,056 $ 61,410 $ 74,178 Common Stock Beginning balance 37,302 38,228 37,055 37,939 Common stock plans activity ( 26 ) 160 221 450 Purchase of subsidiary shares from noncontrolling interest, net — — — ( 1 ) Ending balance 37,276 38,388 37,276 38,388 Treasury Stock Beginning balance ( 27,080 ) ( 16,713 ) ( 26,977 ) ( 15,530 ) Share-based matching contributions under defined contribution plans 10 — 10 — Common stock repurchased ( 71 ) ( 1,457 ) ( 174 ) ( 2,640 ) Ending balance ( 27,141 ) ( 18,170 ) ( 27,141 ) ( 18,170 ) Retained Earnings Beginning balance 51,488 52,489 52,154 52,269 Net income (loss) attributable to common shareholders 1,472 ( 984 ) 3,292 1,769 Dividends on common stock — 5 ( 2,415 ) ( 2,472 ) Dividends on ESOP common stock — — ( 44 ) ( 42 ) Other ( 12 ) 3 ( 39 ) ( 11 ) Ending balance 52,948 51,513 52,948 51,513 Unearned ESOP Shares Beginning balance ( 7 ) ( 22 ) ( 15 ) ( 28 ) Common stock plans activity 7 3 15 9 Ending balance — ( 19 ) — ( 19 ) Accumulated Other Comprehensive Loss Beginning balance ( 2,718 ) ( 1,502 ) ( 2,419 ) ( 2,018 ) Other comprehensive income (loss), net of tax 749 ( 614 ) 450 ( 98 ) Ending balance ( 1,969 ) ( 2,116 ) ( 1,969 ) ( 2,116 ) Noncontrolling Interest Beginning balance 1,665 1,576 1,612 1,546 Net income 63 51 161 138 Less: Redeemable noncontrolling interest net income ( 2 ) ( 3 ) ( 6 ) ( 6 ) Dividends attributable to noncontrolling interest ( 28 ) ( 7 ) ( 69 ) ( 58 ) Disposition of noncontrolling interest, net — — — ( 3 ) Capital contributions 14 — 14 — Ending balance 1,712 1,617 1,712 1,617 Equity at September 30 $ 62,826 $ 71,213 $ 62,826 $ 71,213 Supplemental share information Shares of common stock issued under employee plans, net 1,282 202 5,660 1,432 Shares of common stock repurchased 653 17,816 1,699 29,770 Dividends declared per share of common stock $ — $ — $ 1.850 $ 1.730 See accompanying Notes to Condensed Consolidated Financial Statements 8 Table of Contents RTX CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1: Basis of Presentation The Condensed Consolidated Financial Statements at September 30, 2024 and for the quarters and nine months ended September 30, 2024 and 2023 are unaudited, and in the opinion of management include adjustments of a normal recurring nature necessary for a fair statement of the results for the interim periods. The results reported in these Condensed Consolidated Financial Statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the financial statements and notes in our 2023 Annual Report on Form 10-K. Unless the context otherwise requires, the terms “we,” “our,” “us,” “the Company,” and “RTX” mean RTX Corporation and its subsidiaries. We reclassified certain immaterial prior period amounts within the Condensed Consolidated Statement of Cash Flows to conform to our current period presentation. Raytheon follows a 4-4-5 fiscal calendar while Collins Aerospace (Collins) and Pratt & Whitney use a quarter calendar end. Throughout this Form 10-Q, when we refer to the quarters and nine months ended September 30, 2024 and 2023 with respect to Raytheon, we are referring to their September 29, 2024 and October 1, 2023 fiscal quarter ends, respectively. Legal Matters. The Company has resolved several outstanding legal matters, herein referred to as “Resolution of Certain Legal Matters.” The Company entered into a deferred prosecution agreement (DPA) with the Department of Justice (DOJ) and the Company settled an administrative proceeding with the Securities and Exchange Commission (SEC) to resolve the previously disclosed criminal and civil government investigations into payments made by Raytheon Company and its joint venture, Thales-Raytheon Systems (TRS), in connection with certain Middle East contracts since 2012 (Thales-Raytheon Systems and Related Matters). The Company also entered into a DPA and a False Claims Act (FCA) settlement agreement with the DOJ to resolve previously disclosed criminal and civil government investigations into defective pricing claims for certain legacy Raytheon Company contracts entered into between 2011 and 2013 and in 2017 (DOJ Investigation and Contract Pricing Disputes). In addition, the Company resolved certain voluntarily disclosed export controls violations primarily identified in connection with the integration of Rockwell Collins and, to a lesser extent, Raytheon Company, including certain violations that were resolved pursuant to a consent agreement with the Department of State (DOS) (Trade Compliance Matters). As a result, we recorded a combined pre-tax charge of $ 918 million during the second quarter of 2024, which included an accrual of $ 269 million related to the DOJ Investigation and Contract Pricing Disputes (in addition to amounts previously accrued), an accrual of $ 364 million related to Thales-Raytheon Systems and Related Matters (in addition to amounts previously accrued), and an accrual of $ 285 million related to Trade Compliance Matters. See “Note 16: Commitments and Contingencies” for additional information. Pratt & Whitney Powder Metal Matter. In 2023, Pratt & Whitney determined that a rare condition in powder metal used to manufacture certain engine parts requires accelerated inspection of the PW1100G-JM (PW1100) Geared Turbofan (GTF) fleet, which powers the A320neo family of aircraft (A320neo) (herein referred to as the “Powder Metal Matter”). See “Note 16: Commitments and Contingencies” for additional information. Russia Sanctions. In response to Russia’s invasion of Ukraine, the U.S. government and the governments of various jurisdictions in which we operate, have imposed broad economic sanctions and export controls targeting specific industries, entities, and individuals in Russia. As a result of the Canadian government’s imposition of sanctions in February 2024, including those imposed on U.S.- and German-based Russian-owned entities from which we source titanium for use in our Canadian operations, we recorded charges of $ 175 million in the first quarter of 2024 within our Collins segment. These charges are primarily related to the recognition of unfavorable purchase commitments and an impairment of contract fulfillment costs that are no longer recoverable as a result of initiating alternative titanium sources. We continue to monitor developments, including additional sanctions and other measures, that could adversely affect the Company and/or our supply chain, business partners, or customers. 9 Table of Contents Note 2: Acquisitions and Dispositions Dispositions. On March 29, 2024, we completed the sale of our Cybersecurity, Intelligence and Services (CIS) business within our Raytheon segment for proceeds of approximately $ 1.3 billion in cash, resulting in an aggregate pre-tax gain, net of transaction and other related costs, of $ 0.4 billion ($ 0.2 billion after tax), primarily recognized in Other income (expense), net within the Condensed Consolidated Statement of Operations. On July 1, 2024, we entered into a definitive agreement to sell our Goodrich Hoist & Winch business within our Collins segment for approximately $ 0.5 billion in cash. The closing of the transaction is subject to regulatory approvals and other customary closing conditions. On July 20, 2023, we entered into a definitive agreement to sell the actuation and flight control business within our Collins segment to Safran S.A. for gross proceeds of approximately $ 1.8 billion. On November 16, 2023, the Italian government notified RTX that it had denied Safran’s proposed acquisition of the portion of the Collins business conducted by Microtecnica S.r.l. On June 4, 2024, the Italian government issued a further decree indicating its approval of the proposed transaction in response to additional commitments Safran has agreed to make in respect of the proposed transaction. The closing of the transaction is subject to other regulatory approvals and other customary closing conditions. Note 3: Goodwill and Intangible Assets Goodwill. Changes in our goodwill balances for the nine months ended September 30, 2024 were as follows: (dollars in millions) Balance as of December 31, 2023 Acquisitions and Divestitures Foreign Currency Translation and Other Balance as of September 30, 2024 Collins Aerospace (1) $ 33,135 $ ( 264 ) $ 321 $ 33,192 Pratt & Whitney 1,563 — — 1,563 Raytheon 18,984 — 3 18,987 Total Segments 53,682 ( 264 ) 324 53,742 Eliminations and other 17 — — 17 Total $ 53,699 $ ( 264 ) $ 324 $ 53,759 (1) The reduction in Acquisitions and Divestitures includes the reclassification of goodwill to held for sale assets. Intangible Assets. Identifiable intangible assets are comprised of the following: September 30, 2024 December 31, 2023 (dollars in millions) Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Amortized: Collaboration assets $ 6,004 $ ( 1,910 ) $ 5,810 $ ( 1,688 ) Exclusivity assets 3,665 ( 378 ) 3,460 ( 352 ) Developed technology and other 1,213 ( 699 ) 1,219 ( 635 ) Customer relationships 29,606 ( 12,024 ) 29,605 ( 10,683 ) 40,488 ( 15,011 ) 40,094 ( 13,358 ) Indefinite-lived: Trademarks and other 8,682 — 8,663 — Total $ 49,170 $ ( 15,011 ) $ 48,757 $ ( 13,358 ) Amortization of intangible assets for the quarters and nine months ended September 30, 2024 and 2023 was $ 560 million and $ 1,620 million and $ 545 million and $ 1,564 million, respectively. The following is the expected amortization of intangible assets for the remainder of 2024 through 2029: (dollars in millions) Remaining 2024 2025 2026 2027 2028 2029 Amortization expense $ 550 $ 2,107 $ 2,024 $ 1,908 $ 1,824 $ 1,642 10 Table of Contents Note 4: Earnings Per Share Quarter Ended September 30, Nine Months Ended September 30, (dollars and shares in millions, except per share amounts) 2024 2023 2024 2023 Net income (loss) attributable to common shareowners $ 1,472 $ ( 984 ) $ 3,292 $ 1,769 Basic weighted average number of shares outstanding 1,333.2 1,448.1 1,331.4 1,455.7 Stock awards and equity units (share equivalent) 13.0 — 10.4 10.2 Diluted weighted average number of shares outstanding 1,346.2 1,448.1 1,341.8 1,465.9 Earnings (Loss) Per Share attributable to common shareowners: Basic $ 1.10 $ ( 0.68 ) $ 2.47 $ 1.22 Diluted 1.09 ( 0.68 ) 2.45 1.21 The computation of diluted earnings per share (EPS) excludes the effect of the potential exercise of stock awards, including stock appreciation rights and stock options, when the average market price of the common stock is lower than the exercise price of the related stock awards during the period because the effect would be anti-dilutive. In addition, the computation of diluted EPS excludes the effect of the potential release or exercise of stock awards when the awards’ assumed proceeds exceed the average market price of the common shares during the period. There were no stock awards excluded from the computation for the quarter ended September 30, 2024, and the number of stock awards excluded from the nine months ended September 30, 2024 was 6.4 million. For the quarter and nine months ended September 30, 2023, the number of stock awards excluded from the computation was 20.5 million and 7.0 million, respectively. All outstanding stock awards are excluded in the computation of diluted EPS in the quarter ended September 30, 2023 because their effect was antidilutive due to the loss from continuing operations. Note 5: Changes in Contract Estimates at Completion We review our Estimates at Completion (EACs) at least annually or when a change in circumstances warrants a modification to a previous estimate. For significant contracts, we review our EACs more frequently. Due to the nature of the work required to be performed on many of the Company’s performance obligations, the estimation of total revenue and cost at completion is complex, subject to many inputs, and requires significant judgment by management on a contract by contract basis. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities, and the related changes in estimates of revenues and costs. The risks and opportunities relate to management’s judgment about the ability and cost to achieve the schedule, consideration of customer-directed delays or reductions in scheduled deliveries, technical requirements, customer activity levels, such as flight hours or aircraft landings, and related variable consideration. Management must make assumptions and estimates regarding contract revenues and costs, including estimates of labor productivity and availability, the complexity and scope of the work to be performed, the availability and cost of materials including any impact from changing costs or inflation, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from our customer, overhead cost rates, and current and past maintenance cost and frequency driven by estimated aircraft and engine utilization and estimated useful lives of components, among others. In particular, fixed-price development programs involve significant management judgment, as development contracts by nature have elements that have not been done before and thus, are highly subject to future unexpected cost changes. Cost estimates may also include the estimated cost of satisfying our industrial cooperation agreements, sometimes in the form of either offset obligations or in-country industrial participation (ICIP) agreements, required under certain contracts. These obligations may or may not be distinct depending on their nature. If cash is paid to a customer to satisfy our offset obligations it is recorded as a reduction in the transaction price. Changes in estimates of net sales, cost of sales, and the related impact to operating profit on contracts recognized over time are recognized on a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods based on a performance obligation’s percentage-of-completion in the current period. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. Our EAC adjustments also include the establishment of, and changes to, loss provisions for our contracts accounted for on a percentage-of-completion basis. 11 Table of Contents Net EAC adjustments had the following impact on our operating results: Quarter Ended September 30, Nine Months Ended September 30, (dollars in millions, except per share amounts) 2024 2023 2024 2023 Total net sales $ ( 63 ) $ ( 235 ) $ ( 78 ) $ ( 304 ) Operating profit (loss) ( 91 ) ( 279 ) ( 315 ) ( 433 ) Income (loss) attributable to common shareowners (1) ( 72 ) ( 220 ) ( 249 ) ( 342 ) Diluted earnings (loss) per share attributable to common shareowners (1) $ ( 0.05 ) $ ( 0.15 ) $ ( 0.19 ) $ ( 0.23 ) (1) Amounts reflect a U.S. statutory tax rate of 21%, which approximates our tax rate on our EAC adjustments. In addition to the amounts included in the table above, during the second quarter of 2024, Raytheon initiated the termination of a fixed price development contract with a foreign customer, herein referred to as “Raytheon Contract Termination.” As a result of this action, Raytheon recognized a $ 575 million charge related to the estimated impact of this termination. This charge included the write-off of remaining contract assets and our best estimate of the expected settlement in conjunction with this termination. Subsequent to September 30, 2024, the contract termination agreement was executed. Note 6: Accounts Receivable, Net Accounts receivable, net consisted of the following: (dollars in millions) September 30, 2024 December 31, 2023 Accounts receivable $ 10,414 $ 11,154 Allowance for expected credit losses ( 317 ) ( 316 ) Total accounts receivable, net $ 10,097 $ 10,838 Note 7: Contract Assets and Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billings. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. We receive payments from customers based on the terms established in our contracts. Total contract assets and contract liabilities were as follows: (dollars in millions) September 30, 2024 December 31, 2023 Contract assets $ 14,684 $ 12,139 Contract liabilities ( 18,436 ) ( 17,183 ) Net contract liabilities $ ( 3,752 ) $ ( 5,044 ) Contract assets increased $ 2.5 billion during the nine months ended September 30, 2024 primarily due to sales in excess of billings on certain contracts at Pratt & Whitney and Raytheon. Contract liabilities increased $ 1.3 billion during the nine months ended September 30, 2024 primarily due to billings in excess of sales on certain contracts at Raytheon. We recognized revenue of $ 1.3 billion and $ 5.7 billion during the quarter and nine months ended September 30, 2024, respectively, related to contract liabilities outstanding as of January 1, 2024 and recognized revenue of $ 0.9 billion and $ 4.4 billion during the quarter and nine months ended September 30, 2023, respectively, related to contract liabilities outstanding as of January 1, 2023. During the third quarter of 2024, we received a critical license required to restart work under certain contracts with a Middle East customer. In order to perform under these contracts, significant actions are required, including obtaining additional regulatory approvals, and therefore we have not recognized revenue on these contracts to date. As of September 30, 2024, our Contract liabilities include approximately $ 430 million of advance payments received in connection with these contracts, which may become refundable to the customer if the contracts are ultimately terminated. Contract assets are net of an allowance for expected credit losses of $ 177 million and $ 197 million as of September 30, 2024 and December 31, 2023, respectively. 12 Table of Contents Note 8: Inventory, net Inventory, net consisted of the following: (dollars in millions) September 30, 2024 December 31, 2023 Raw materials $ 4,467 $ 3,911 Work-in-process 4,773 4,162 Finished goods 4,225 3,704 Total inventory, net $ 13,465 $ 11,777 Note 9: Borrowings and Lines of Credit As of September 30, 2024, we had a revolving credit agreement with various banks permitting aggregate borrowings of up to $ 5.0 billion, which expires in August 2028. As of September 30, 2024, there were no borrowings outstanding under this agreement. From time to time, we use commercial paper borrowings for general corporate purposes, including the funding of potential acquisitions, pension contributions, debt refinancing, dividend payments, and repurchases of our common stock. The commercial paper notes have original maturities of not more than 364 days from the date of issuance. As of September 30, 2024, our maximum commercial paper borrowing limit was $ 5.0 billion as the commercial paper is backed by our $ 5.0 billion revolving credit agreement. At September 30, 2024 and December 31, 2023, we had no commercial paper borrowings outstanding. During the nine months ended September 30, 2024, we had no new borrowings or repayments of commercial paper with maturities greater than 90 days. During the nine months ended September 30, 2023, we had no new borrowings and had $ 200 million in repayments of commercial paper with maturities greater than 90 days. There were no issuances of long-term debt during the nine months ended September 30, 2024. We had the following issuances of long-term debt during the nine months ended September 30, 2023: Date Description of Notes Aggregate Principal Balance (in millions) February 27, 2023 5.000 % notes due 2026 $ 500 5.150 % notes due 2033 1,250 5.375 % notes due 2053 1,250 We made the following repayments of long-term debt during the nine months ended September 30, 2024 and 2023: Date Description of Notes Aggregate Principal Balance (in millions) May 7, 2024 3 Month SOFR plus 1.225 % Term Loan due 2025 $ 250 April 17, 2024 3 Month SOFR plus 1.225 % Term Loan due 2025 250 April 4, 2024 3 Month SOFR plus 1.225 % Term Loan due 2025 250 March 15, 2024 3.200 % notes due 2024 950 August 16, 2023 3.650 % notes due 2023 171 Long-term debt consisted of the following: (dollars in millions) September 30, 2024 December 31, 2023 3.200 % notes due 2024 (1) $ — $ 950 3.150 % notes due 2024 (1) 300 300 3 Month SOFR plus 1.225 % term loan due 2025 1,250 2,000 3.950 % notes due 2025 (1) 1,500 1,500 5.000 % notes due 2026 (1) 500 500 2.650 % notes due 2026 (1) 719 719 3 Month SOFR plus 1.225 % term loan due 2026 2,000 2,000 5.750 % notes due 2026 (1) 1,250 1,250 3.125 % notes due 2027 (1) 1,100 1,100 3.500 % notes due 2027 (1) 1,300 1,300 7.200 % notes due 2027 (1) 382 382 13 Table of Contents 7.100 % notes due 2027 135 135 6.700 % notes due 2028 285 285 7.000 % notes due 2028 (1) 185 185 4.125 % notes due 2028 (1) 3,000 3,000 5.750 % notes due 2029 (1) 500 500 7.500 % notes due 2029 (1) 414 414 2.150 % notes due 2030 (€ 500 million principal value) (1) 560 548 2.250 % notes due 2030 (1) 1,000 1,000 6.000 % notes due 2031 (1) 1,000 1,000 1.900 % notes due 2031 (1) 1,000 1,000 2.375 % notes due 2032 (1) 1,000 1,000 5.150 % notes due 2033 (1) 1,250 1,250 6.100 % notes due 2034 (1) 1,500 1,500 5.400 % notes due 2035 (1) 446 446 6.050 % notes due 2036 (1) 410 410 6.800 % notes due 2036 (1) 117 117 7.000 % notes due 2038 148 148 6.125 % notes due 2038 (1) 575 575 4.450 % notes due 2038 (1) 750 750 5.700 % notes due 2040 (1) 553 553 4.875 % notes due 2040 (1) 600 600 4.700 % notes due 2041 (1) 425 425 4.500 % notes due 2042 (1) 3,500 3,500 4.800 % notes due 2043 (1) 400 400 4.200 % notes due 2044 (1) 300 300 4.150 % notes due 2045 (1) 850 850 3.750 % notes due 2046 (1) 1,100 1,100 4.050 % notes due 2047 (1) 600 600 4.350 % notes due 2047 (1) 1,000 1,000 4.625 % notes due 2048 (1) 1,750 1,750 3.125 % notes due 2050 (1) 1,000 1,000 2.820 % notes due 2051 (1) 1,000 1,000 3.030 % notes due 2052 (1) 1,100 1,100 5.375 % notes due 2053 (1) 1,250 1,250 6.400 % notes due 2054 (1) 1,750 1,750 Other (including finance leases) 248 255 Total principal long-term debt 42,002 43,697 Other (fair market value adjustments, (discounts)/premiums, and debt issuance costs) ( 66 ) ( 59 ) Total long-term debt 41,936 43,638 Less: current portion 3,113 1,283 Long-term debt, net of current portion $ 38,823 $ 42,355 (1) We may redeem these notes, in whole or in part, at our option pursuant to their terms prior to the applicable maturity date. The average maturity of our long-term debt as of September 30, 2024 is approximately 12 years. 14 Table of Contents Note 10: Employee Benefit Plans Pension and Postretirement Plans. We sponsor both funded and unfunded domestic and foreign defined benefit pension and postretirement benefit (PRB) plans and defined contribution plans. Contributions to our plans were as follows: Quarter Ended September 30, Nine Months Ended September 30, (dollars in millions) 2024 2023 2024 2023 U.S. qualified defined benefit plans $ — $ 9 $ — $ 9 International defined benefit plans 6 13 18 42 PRB plans 6 8 19 20 Defined contribution plans (1) 308 296 1,042 985 (1) Our domestic defined contribution plan uses an Employee Stock Ownership Plan (ESOP) for certain employer matching contributions, which historically held stock that was purchased using external borrowings. During the third quarter of 2024, the remaining unallocated common shares of the ESOP trust were depleted, and we began funding the ESOP on a non-leveraged basis utilizing treasury shares. The amounts recognized in the Condensed Consolidated Balance Sheet consist of: (dollars in millions) September 30, 2024 December 31, 2023 Noncurrent pension assets (included in Other assets) $ 2,217 $ 1,296 Current pension and PRB liabilities (included in Accrued employee compensation) 270 270 Future pension and postretirement benefit obligations 2,230 2,385 The amounts recognized in Future pension and postretirement benefit obligations consist of: (dollars in millions) September 30, 2024 December 31, 2023 Noncurrent pension liabilities $ 1,613 $ 1,737 Noncurrent PRB liabilities 553 582 Other pension and PRB related items 64 66 Future pension and postretirement benefit obligations $ 2,230 $ 2,385 The components of net periodic (income) expense for our defined pension and PRB plans were as follows: Pension Benefits Quarter Ended September 30, PRB Quarter Ended September 30, (dollars in millions) 2024 2023 2024 2023 Operating expense Service cost $ 47 $ 56 $ 1 $ 1 Non-operating expense Interest cost 597 627 11 12 Expected return on plan assets ( 937 ) ( 940 ) ( 5 ) ( 5 ) Amortization of prior service credit ( 42 ) ( 39 ) ( 1 ) — Recognized actuarial net (gain) loss 5 ( 94 ) ( 6 ) ( 8 ) Net settlement, curtailment, and special termination benefit (gain) loss 4 4 — — Non-service pension income ( 373 ) ( 442 ) ( 1 ) ( 1 ) Total net periodic (income) expense $ ( 326 ) $ ( 386 ) $ — $ — 15 Table of Contents Pension Benefits Nine Months Ended September 30, PRB Nine Months Ended September 30, (dollars in millions) 2024 2023 2024 2023 Operating expense Service cost $ 141 $ 167 $ 3 $ 3 Non-operating expense Interest cost 1,789 1,880 33 36 Expected return on plan assets ( 2,810 ) ( 2,815 ) ( 15 ) ( 15 ) Amortization of prior service credit ( 127 ) ( 118 ) ( 1 ) — Recognized actuarial net (gain) loss 15 ( 284 ) ( 18 ) ( 24 ) Net settlement, curtailment and special termination benefit (gain) loss — 6 — — Non-service pension income ( 1,133 ) ( 1,331 ) ( 1 ) ( 3 ) Total net periodic (income) expense $ ( 992 ) $ ( 1,164 ) $ 2 $ — We have set aside assets in separate trusts, which we expect to be used to pay for certain nonqualified defined benefit and defined contribution plan obligations in excess of qualified plan limits. These assets are included in Other assets in our Condensed Consolidated Balance Sheet. The fair value of marketable securities held in trusts was as follows: (dollars in millions) September 30, 2024 December 31, 2023 Marketable securities held in trusts $ 746 $ 745 Note 11: Income Taxes Our effective tax rates for the quarter and nine months ended September 30, 2024 were 19.5 % and 17.5 %, respectively, as compared to 29.4 % and 9.2 % for the quarter and nine months ended September 30, 2023, respectively. The change in the effective tax rate for the quarter ended September 30, 2024, as compared to the quarter ended September 30, 2023, is driven in part by the $ 2.9 billion Powder Metal Matter charge and the associated deferred tax benefit of $ 663 million recorded in the quarter ended September 30, 2023. Additionally, in the quarter ended September 30, 2024, the Company recorded a $ 138 million deferred tax benefit associated with legal entity reorganizations and a $ 56 million tax benefit in response to favorable U.S. Tax Court rulings issued to unrelated taxpayers, but with facts similar to ours. The nature of the tax item in the rulings is subject to a tax matters agreement entered into with Carrier and Otis in connection with the separation of those businesses in 2020, and therefore we recorded a pre-tax charge of $ 32 million for their respective indemnified amounts. The quarter ended September 30, 2024 also includes a $ 212 million tax charge related to U.S. federal income taxes now owed by the Company resulting from a favorable non-U.S. tax ruling Otis received in the quarter impacting pre-separation tax years. This tax ruling results in a reduction of U.S. foreign tax credits previously claimed by the Company in pre-separation tax years for which Otis must indemnify us. The Company recorded a pre-tax benefit of $ 212 million representing a portion of the indemnity owed by Otis pursuant to the tax matters agreement and will record the remaining amount owed upon receipt. Additionally, the Company is indemnified for associated interest of $ 31 million as of September 30, 2024. In addition to items described above, the effective tax rate for the nine months ended September 30, 2024 also includes a $ 275 million tax benefit recognized in the first quarter of 2024 resulting from the conclusion of the examination phases of the U.S. federal income tax audits for RTX 2017 and 2018 tax years and Rockwell Collins 2016, 2017, and 2018 tax years, a $ 143 million tax cost associated with the sale of the CIS business, and the effective tax rate impact of the $ 918 million charge associated with the Resolution of Certain Legal Matters accrued during the second quarter of 2024 where no tax benefit has been recorded. We conduct business globally and, as a result, RTX or one or more of our subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including such major jurisdictions as Canada, China, France, Germany, India, Poland, Saudi Arabia, Singapore, Switzerland, the United Kingdom, and the United States. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2014. The Company filed protests with respect to certain Internal Revenue Service (IRS) proposed adjustments for RTX (formerly United Technologies Corporation) tax years 2017 and 2018, pre-acquisition Rockwell Collins tax years 2016, 2017, and 2018, and pre-merger Raytheon Company tax years 2017, 2018, and 2019 as well as certain refund claims of Raytheon Company for 16 Table of Contents tax years 2014, 2015, and 2016 filed prior to the Raytheon merger. The Company will dispute these adjustments at the Appeals Division of the IRS. The timing of any resolution at the Appeals Division is uncertain. Separately, the Company expects the IRS’ examination of RTX’s tax year 2020 to commence in the fourth quarter of 2024. In the ordinary course of business, there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. It is reasonably possible that over the next 12 months the amount of unrecognized tax benefits may change within a range of a net reduction of $ 100 million to a net increase of $ 75 million as a result of the revaluation of uncertain tax positions arising from developments in examinations, in appeals, or in the courts, or the closure of tax statutes. Note 12: Financial Instruments We enter into derivative instruments primarily for risk management purposes, including derivatives designated as hedging instruments and those utilized as economic hedges. We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates, foreign exchange rates, and commodity prices. These fluctuations can increase the costs of financing, investing, and operating the business. We have used derivative instruments, including swaps, forward contracts, and options, to manage certain foreign currency, interest rate, and commodity price exposures. The present value of the aggregate notional principal of our outstanding foreign currency hedges was $ 17.0 billion and $ 15.8 billion at September 30, 2024 and December 31, 2023, respectively. At September 30, 2024, all derivative contracts accounted for as cash flow hedges will m ature by May 2036. The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheet for derivative instruments: (dollars in millions) Balance Sheet Location September 30, 2024 December 31, 2023 Derivatives designated as hedging instruments: Foreign exchange contracts Other assets, current $ 290 $ 225 Other accrued liabilities 120 143 Derivatives not designated as hedging instruments: Foreign exchange contracts Other assets, current $ 112 $ 83 Other accrued liabilities 9 37 The effect of cash flow hedging relationships on Accumulated other comprehensive loss and on the Condensed Consolidated Statement of Operations in the quarters and nine months ended September 30, 2024 and 2023 are presented in “Note 17: Equity.” The amounts of gain or loss are attributable to foreign exchange contract activity and are primarily recorded as a component of Products sales when reclassified from Accumulated other comprehensive loss. The Company utilizes the critical terms match method in assessing derivatives for hedge effectiveness. Accordingly, the hedged items and derivatives designated as hedging instruments are highly effective. As of September 30, 2024, our € 500 million principal value of euro-denominated long-term debt qualifies as a net investment hedge against our investments in European businesses, which is deemed to be effective. The effect of derivatives not designated as hedging instruments is included within Other income (expense), net, on the Condensed Consolidated Statement of Operations and is not significant. Note 13: Fair Value Measurements The following tables provide the valuation hierarchy classification of assets and liabilities that are carried at fair value and measured on a recurring basis in our Condensed Consolidated Balance Sheet: September 30, 2024 (dollars in millions) Total Level 1 Level 2 Level 3 Recurring fair value measurements: Marketable securities held in trusts $ 746 $ 682 $ 64 $ — Derivative assets 402 — 402 — Derivative liabilities 129 — 129 — 17 Table of Contents December 31, 2023 (dollars in millions) Total Level 1 Level 2 Level 3 Recurring fair value measurements: Marketable securities held in trusts $ 745 $ 682 $ 63 $ — Derivative assets 308 — 308 — Derivative liabilities 180 — 180 — Valuation Techniques. Our derivative assets and liabilities include foreign exchange contracts that are measured at fair value using internal models based on observable market inputs such as forward rates, interest rates, our own credit risk, and our counterparties’ credit risks. As of September 30, 2024, there has not been any significant impact to the fair value of our derivative liabilities due to our own credit risk. Similarly, there has not been any significant adverse impact to our derivative assets based on our evaluation of our counterparties’ credit risks. The following table provides carrying amounts and fair values of financial instruments that are not carried at fair value in our Condensed Consolidated Balance Sheet: September 30, 2024 December 31, 2023 (dollars in millions) Carrying Amount Fair Value Carrying Amount Fair Value Customer financing notes receivable $ 109 $ 104 $ 74 $ 63 Long-term debt (excluding finance leases) 41,846 40,562 43,546 41,598 The following tables provide the valuation hierarchy classification of assets and liabilities that are not carried at fair value in our Condensed Consolidated Balance Sheet: September 30, 2024 (dollars in millions) Total Level 1 Level 2 Level 3 Customer financing notes receivable $ 104 $ — $ 104 $ — Long-term debt (excluding finance leases) 40,562 — 37,274 3,288 December 31, 2023 (dollars in millions) Total Level 1 Level 2 Level 3 Customer financing notes receivable $ 63 $ — $ 63 $ — Long-term debt (excluding finance leases) 41,598 — 37,559 4,039 The fair value of our Short-term borrowings approximates the carrying value due to their short-term nature and is classified as level 3 within the fair value hierarchy. Note 14: Variable Interest Entities Pratt & Whitney holds a 61 % program share interest in the International Aero Engines AG (IAE) collaboration with MTU Aero Engines AG (MTU) and Japanese Aero Engines Corporation (JAEC), and a 49.5 % ownership interest in IAE. IAE’s business purpose is to coordinate the design, development, manufacturing, and product support of the V2500 engine program through involvement with the collaborators. Additionally, Pratt & Whitney, JAEC, and MTU are participants in the International Aero Engines, LLC (IAE LLC) collaboration, whose business purpose is to coordinate the design, development, manufacturing, and product support for the PW1100G-JM engine for the Airbus A320neo family of aircraft. Pratt & Whitney holds a 59 % program share interest and a 59 % ownership interest in IAE LLC. IAE and IAE LLC retain limited equity with the primary economics of the programs passed to the participants. As such, we have determined that IAE and IAE LLC are variable interest entities with Pratt & Whitney as the primary beneficiary. IAE and IAE LLC have, therefore, been consolidated. Other collaborators participate in Pratt & Whitney’s program share interest in IAE and IAE LLC. Pratt & Whitney’s net program share interest in 18 Table of Contents IAE and IAE LLC, after considering its sub-collaborator share, is 57 % and 51 %, respectively. The carrying amounts and classification of assets and liabilities for variable interest entities in our Condensed Consolidated Balance Sheet are as follows: (dollars in millions) September 30, 2024 December 31, 2023 Current assets $ 10,575 $ 9,309 Noncurrent assets 1,066 860 Total assets $ 11,641 $ 10,169 Current liabilities $ 13,179 $ 13,020 Noncurrent liabilities 143 31 Total liabilities $ 13,322 $ 13,051 Note 15: Guarantees We extend a variety of financial, market value, and product performance guarantees to third parties. These instruments expire on various dates through 2029. Additional guarantees of project performance for which there is no stated value also remain outstanding. A portion of our third party guarantees are subject to indemnification for our benefit for any liabilities that could arise. As of September 30, 2024 and December 31, 2023, the following financial guarantees were outstanding: September 30, 2024 December 31, 2023 (dollars in millions) Maximum Potential Payment Carrying Amount of Liability Maximum Potential Payment Carrying Amount of Liability Commercial aerospace financing arrangements $ 278 $ — $ 288 $ — Third party guarantees 103 1 386 1 We have made residual value and other guarantees related to various commercial aerospace customer financing arrangements. The estimated fair market values of the guaranteed assets equal or exceed the value of the related guarantees, net of existing reserves. Collaboration partners’ share of these financing guarantees were $ 133 million and $ 135 million at September 30, 2024 and December 31, 2023, respectively. We also have obligations arising from sales of certain businesses and assets, including those from representations and warranties and related indemnities for environmental, health and safety, tax, and employment matters. The maximum potential payment related to these obligations is not a specified amount, as a number of the obligations do not contain financial caps. The carrying amount of liabilities related to these obligations were $ 99 million and $ 97 million at September 30, 2024 and December 31, 2023, respectively. These primarily relate to environmental liabilities, which are included in our total environmental liabilities as further discussed in “Note 16: Commitments and Contingencies.” We accrue for costs associated with guarantees when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of currently available facts, and where no amount within a range of estimates is more likely, the minimum is accrued. We also provide service and warranty policies on our products and extend performance and operating cost guarantees beyond our normal service and warranty policies on some of our products, particularly commercial aircraft engines. In addition, we incur discretionary costs to service our products in connection with specific product performance issues. Liabilities for performance and operating cost guarantees are based upon future product performance and durability, and are largely estimated based upon historical experience. Adjustments are made to accruals as claims data and historical experience warrant. The changes in the carrying amount of service and product warranties and product performance guarantees for the nine months ended September 30, 2024 and 2023 were as follows: (dollars in millions) 2024 2023 Balance as of January 1 $ 1,091 $ 1,109 Warranties and performance guarantees issued 195 244 Settlements ( 216 ) ( 221 ) Other ( 28 ) ( 21 ) Balance as of September 30 $ 1,042 $ 1,111 Product and service guarantees incurred in connection with long term production contracts and certain aftermarket arrangements are generally accounted for within the contract estimates at completion. 19 Table of Contents Note 16: Commitments and Contingencies Except as otherwise noted, while we are unable to predict the final outcome, based on information currently available, we do not believe that resolution of any of the following matters will have a material adverse effect upon our competitive position, results of operations, financial condition, or liquidity. Environmental. Our operations are subject to environmental regulation by federal, state, and local authorities in the United States and regulatory authorities with jurisdiction over our foreign operations. We have accrued for the costs of environmental remediation activities, including but not limited to investigatory, remediation, operating and maintenance costs, and performance guarantees, and periodically reassess these amounts. We do not expect any additional liability to have a material adverse effect on our results of operations, financial condition, or liquidity. As of both September 30, 2024 and December 31, 2023, we had $ 0.8 billion reserved for environmental remediation. Commercial Aerospace Financing and Other Commitments. We had commercial aerospace financing commitments and other contractual commitments of approximately $ 14.1 billion and $ 14.6 billion as of September 30, 2024 and December 31, 2023, respectively, on a gross basis before reduction for our collaboration partners’ share. Aircraft financing commitments, in the form of debt or lease financing, are provided to certain commercial aerospace customers. The extent to which the financing commitments will be utilized is not currently known, since customers may be able to obtain more favorable terms from other financing sources. We may also arrange for third-party investors to assume a portion of these commitments. The majority of financing commitments are collateralized arrangements. We may also lease aircraft and subsequently sublease the aircraft to customers under long-term non-cancelable operating leases, or pay deposits on behalf of our customers to secure production slots with the airframers (pre-delivery payments). Our financing commitments with customers are contingent upon maintenance of certain levels of financial condition by our customers. Associated risks on these commitments are mitigated due to the fact that interest rates are variable during the commitment term and are set at the date of funding based on current market conditions, the fair value of the underlying collateral, and the credit worthiness of our customers. As a result, the fair value of these financing commitments is expected to equal the amounts funded. We also have other contractual commitments to make payments to secure certain contractual rights to provide product on new aircraft platforms. The estimated amount and timing of these payments are generally based on future sales or engine flight hours. Payments made on these contractual commitments are included within intangible assets as exclusivity assets and are amortized over the term of underlying economic benefit. We have entered into certain collaboration arrangements, which may include participation by our collaboration partners in these commitments. In addition, in connection with our 2012 agreement to acquire Rolls-Royce’s ownership and collaboration interests in IAE, additional payments are due to Rolls-Royce contingent upon each hour flown through June 2027 by the V2500-powered aircraft in service as of the acquisition date. These flight hour payments are capitalized as collaboration intangible assets as payments are made. Other Financing Arrangements. We have entered into standby letters of credit and surety bonds with financial institutions to meet various bid, performance, warranty, retention, and advance payment obligations for us or our affiliates. We enter into these agreements to assist certain affiliates in obtaining financing on more favorable terms, making bids on contracts and performing their contractual obligations. The stated values of these letters of credit agreements and surety bonds totaled $ 3.1 billion as of September 30, 2024. Offset / Industrial Participation Obligations. We have entered into industrial cooperation agreements, sometimes in the form of either offset agreements or ICIP agreements, as a condition to obtaining orders for our products and services from certain customers in foreign countries. At September 30, 2024, the aggregate amount of these agreements, both agreed to and anticipated to be agreed to, had an outstanding notional value of approximately $ 12.5 billion. These agreements are designed to return economic value to the foreign country by requiring us to engage in activities supporting local defense or commercial industries, promoting a balance of trade, developing in-country technology capabilities, or addressing other local development priorities. Offset agreements may be satisfied through activities that do not require a direct cash payment, including transferring technology, providing manufacturing, training, and other consulting support to in-country projects, and the purchase by third parties (e.g., our vendors) of supplies from in-country vendors. These agreements may also be satisfied through our use of cash for activities such as subcontracting with local partners, purchasing supplies from in-country vendors, providing financial support for in-country projects, and making investments in local ventures. Such activities may also vary by country depending upon requirements as dictated by their governments. We typically do not commit to offset agreements until orders for our products or services are definitive. The amounts ultimately applied against our offset agreements are based on negotiations with the customers and typically require cash outlays that represent only a fraction of the notional value in the offset agreements. Offset programs usually extend over several or more years and may provide for penalties in the event we fail to perform in accordance with offset requirements. Historically, we have not been required to pay any penalties of significance. Government Oversight. In the ordinary course of business, the Company and its subsidiaries and our properties are subject to regulatory and governmental examinations, information gathering requests, inquiries, investigations, and threatened legal 20 Table of Contents actions and proceedings. For example, we are now, and believe that, in light of the current U.S. government contracting and overall enforcement environment, we will continue to be the subject of one or more U.S. government investigations. Our contracts with the U.S. government are also subject to audits. Agencies that oversee contract performance include: the Defense Contract Audit Agency (DCAA), the Defense Contract Management Agency (DCMA), the Inspectors General of the U.S. Department of Defense (DoD) and other departments and agencies, the Government Accountability Office (GAO), the Department of Justice (DOJ), and Congressional Committees. Other areas of our business operations may also be subject to audit and investigation by these and other agencies. From time to time, agencies investigate or conduct audits to determine whether our operations are being conducted in accordance with applicable requirements. Such investigations and audits may be initiated due to a number of reasons, including as a result of a whistleblower complaint. Such investigations and audits could result in administrative, civil, or criminal liabilities, including the imposition of repayment obligations, fines, treble or other damages, forfeitures, disgorgement, restitution, or penalties, the suspension of government export licenses, and/or suspension or debarment from future U.S. government contracting. They could also result in deferred prosecution agreements, consent agreements, guilty plea agreements, and/or imposition of an independent compliance monitor. U.S. government investigations often take years to complete. As noted above, the U.S. government reserves the right to suspend or debar a contractor from receiving new government contracts for fraudulent, criminal, or other seriously improper conduct. The U.S. government could also void any contracts found to be tainted by fraud. Like many defense contractors, we have received audit reports recommending the reduction of certain contract prices because, for example, cost or pricing data or cost accounting practices used to price and negotiate those contracts may not have conformed to government regulations. Some of these audit reports recommend that certain payments be repaid, delayed, or withheld, and may involve substantial amounts. We have made voluntary refunds in those cases we believe appropriate, have settled some allegations and, in some cases, continue to negotiate and/or litigate. The Company may be, and in some cases has been, required to make payments into escrow of disputed liabilities while the related litigation is pending. If the litigation is resolved in the Company’s favor, any such payments will be returned to the Company with interest. Our final allowable incurred costs for each year are also subject to audit and have, from time to time, resulted in disputes between us and the U.S. government, with litigation resulting at the Court of Federal Claims (COFC) or the Armed Services Board of Contract Appeals (ASBCA), or their related courts of appeals. In addition, the DOJ has, from time to time, convened grand juries to investigate possible irregularities by us. We also provide products and services to customers outside of the U.S., and those sales are subject to local government laws, regulations, and procurement policies and practices. Our compliance with such local government regulations or any applicable U.S. government regulations (e.g., Arms Export Control Act (AECA), Export Administration Regulations (EAR), Foreign Corrupt Practices Act (FCPA), and International Traffic in Arms Regulations (ITAR)) may also be investigated or audited. In addition, we accrue for liabilities associated with those matters that are probable and can be reasonably estimated. The most likely liability amount to be incurred is accrued based upon a range of estimates. Where no amount within a range of estimates is more likely, then we accrue the minimum amount. Other than as specifically disclosed in this Form 10-Q, we do not expect these audits, investigations, or disputes to have a material effect on our results of operations, financial condition, or liquidity, either individually or in the aggregate. Tax Treatment of Carrier and Otis Dispositions. Management has determined that the distributions of Carrier and Otis on April 3, 2020, and certain related internal business separation transactions, qualified as tax-free under applicable law. In making these determinations, we applied the tax law in the relevant jurisdictions to our facts and circumstances and obtained tax rulings from the relevant taxing authorities, tax opinions, and/or other external tax advice related to the concluded tax treatment. If the completed distributions of Carrier or Otis or certain internal business separation transactions were to fail to qualify for tax-free treatment, the Company could be subject to significant liabilities, and there could be material adverse impacts on the Company’s business, results of operations, financial condition, or liquidity in future reporting periods. Pratt & Whitney Powder Metal Matter. In 2023, Pratt & Whitney determined that a rare condition in powder metal used to manufacture certain engine parts requires accelerated inspection of the PW1100 GTF fleet, which powers the A320neo. This determination was made pursuant to Pratt & Whitney’s safety management system. On August 4, 2023, Pratt & Whitney issued a special instruction (SI) to operators of PW1100 GTF powered A320neo aircraft, which required accelerated inspections and engine removals covering an initial subset of operational engines, no later than September 15, 2023. During the third quarter of 2023, through its safety management system, Pratt & Whitney continued its engineering and industrial assessment, which resulted in an updated fleet management plan for the remaining PW1100 fleet. This updated plan requires a combination of part inspections and retirements for some high pressure turbine and high pressure compressor parts made from affected raw material. Guidance to affected operators was released via service bulletins (SB) and SI in November 2023, and this guidance has been reflected in airworthiness directives issued by the Federal Aviation Administration (FAA). Consistent with previous information, the actions are currently resulting in, and are expected to continue to result in, significant incremental shop visits through the end of 2026. As a result, Pratt & Whitney expects aircraft on ground 21 Table of Contents levels for the PW1100 powered A320neo fleet to remain elevated through 2026. As a result of anticipated increased aircraft on ground levels and expected compensation to customers for this disruption, as well as incremental maintenance costs resulting from increased inspections and shop visits, Pratt & Whitney recorded a pre-tax operating profit charge in the third quarter of 2023 of $ 2.9 billion, reflecting Pratt & Whitney’s net 51 % program share of the PW1100 program. This amount reflected our best estimate of expected customer compensation for the estimated duration of the disruption as well as the EAC adjustment impact of this matter to Pratt & Whitney’s long-term maintenance contracts. The incremental costs to the business’s long-term maintenance contracts include the estimated cost of additional inspections, replacement of parts, and other related impacts. The charge recorded in the third quarter of 2023 resulted in a net increase in Other accrued liabilities of $ 2.8 billion, which principally related to our 51 % share of an accrual for expected customer compensation. At September 30, 2024 and December 31, 2023, we had Other accrued liabilities of $ 2.2 billion and $ 2.8 billion, respectively, primarily related to expected compensation to customers. The decrease in the accrual during the nine months ended September 30, 2024 was due to customer compensation. Other engine models within Pratt & Whitney’s fleet contain parts manufactured with affected powder metal, but we do not currently believe there will be any resultant significant financial impact with respect to these other engine models at this time. The financial impact of the powder metal issue is based on historical experience and is subject to various assumptions and judgments, most notably, the number and expected timing of shop visits, inspection results and scope of work to be performed, turnaround time, availability of parts, available capacity at overhaul facilities and outcomes of negotiations with impacted customers. While these assumptions reflect our best estimates at this time, they are subject to variability. Potential changes to these assumptions and actual incurred costs could significantly affect the estimates inherent in our financial statements and could have a material effect on the Company’s results of operations for the periods in which they are recognized. Legal Proceedings. The Company and its subsidiaries are subject to various contract pricing disputes, government investigations, and litigation matters across jurisdictions, updates to certain of which are set forth below. Cost Accounting Standards Claims As previously disclosed, in April 2019, a Divisional Administrative Contracting Officer (DACO) of the United States DCMA asserted a claim against Pratt & Whitney to recover alleged overpayments of approximately $ 1.7 billion plus interest ($ 1.2 billion at September 30, 2024). The claim is based on Pratt & Whitney’s alleged noncompliance with Cost Accounting Standards (CAS) from January 1, 2007 to March 31, 2019, due to its method of allocating independent research and development costs to government contracts. Pratt & Whitney believes that the claim is without merit and filed an appeal to the ASBCA on June 7, 2019. On September 30, 2024, a DCMA DACO issued a second claim against Pratt & Whitney that similarly alleges that Pratt & Whitney was noncompliant with CAS due to its method of allocating independent research and development costs to government contracts from April 1, 2019 to December 31, 2023. The second claim demands payment of $ 1.1 billion plus interest ($ 276 million at September 30, 2024 ). Pratt & Whitney believes the second claim is without merit and will file an appeal to the ASBCA. As previously disclosed, in December 2013, a DCMA DACO asserted a claim against Pratt & Whitney to recover alleged overpayments of approximately $ 177 million plus interest ($ 176 million at September 30, 2024). The claim is based on Pratt & Whitney’s alleged noncompliance with CAS from January 1, 2005 to December 31, 2012, due to its method of determining the cost of collaborator parts used in the calculation of material overhead costs for government contracts. In 2014, Pratt & Whitney filed an appeal to the ASBCA. An evidentiary hearing was held and completed in June 2019. On November 22, 2021, the ASBCA issued its written decision sustaining in part and denying in part Pratt & Whitney’s appeal. The ASBCA rejected the DCMA’s asserted measure of the cost of collaborator parts, and ruled substantially in Pratt & Whitney’s favor on other liability issues. The ASBCA remanded the appeal to the parties for resolution of damages issues, which could require further proceedings at the ASBCA. On December 23, 2021, the DCMA filed a motion with the ASBCA seeking partial reconsideration of the November 22, 2021 decision. The motion for reconsideration was denied on August 29, 2022. On December 23, 2022, the DCMA filed an appeal to the United States Court of Appeals for the Federal Circuit. We continue to believe that the ASBCA’s rejection of the DCMA’s asserted measure of the cost of collaborator parts is well supported in fact and law and likely will be sustained. In December 2018, a DCMA DACO issued a second claim against Pratt & Whitney that similarly alleges that its method of determining the cost of collaborator parts does not comply with the CAS for calendar years 2013 through 2017. This second claim, which asserts the same measure of the cost of collaborator parts rejected by the ASBCA’s November 22, 2021 decision, demands payment of $ 269 million plus interest ($ 148 million at September 30, 2024). Pratt & Whitney appealed this second claim to the ASBCA in January 2019. In December 2023, a DCMA DACO issued a third claim against Pratt & Whitney that similarly alleges that its method of determining the cost of collaborator parts does not comply with the CAS for calendar years 2018 through 2022. This third claim, which asserts the same measure of the cost of collaborator parts rejected by the ASBCA’s prior decision, demands payment of $ 277 million plus interest ($ 73 million at September 30, 22 Table of Contents 2024). Pratt & Whitney appealed this third claim to the ASBCA at the end of December 2023. Although subject to further litigation at the ASBCA and potentially further appellate proceedings, we continue to believe that the November 22, 2021 decision in the first claim will apply with equal legal effect to the second and third claims. Accordingly, we believe that the amounts demanded by the DCMA as set forth in the three claims are without legal basis and that any damages owed to the U.S. government for the three claims will not have a material adverse effect on our results of operations, financial condition, or liquidity. Thales-Raytheon Systems and Related Matters As previously disclosed, in 2019, Raytheon Company received a subpoena from the SEC seeking information in connection with an investigation into whether there were improper payments made by Raytheon Company, our joint venture known as Thales-Raytheon Systems (TRS), or anyone acting on their behalf, in connection with TRS or Raytheon Company contracts in certain Middle East countries since 2014. In the first quarter of 2020, the DOJ advised Raytheon Company it had opened a parallel criminal investigation. In the third quarter of 2020, Raytheon Company received an additional subpoena from the SEC, seeking information and documents as part of its investigation. Following the government’s and the Company’s own internal investigations, the Company engaged in resolution discussions with the DOJ and the SEC, and during the quarter ended June 30, 2024, the Company reached agreements in principle with the DOJ and the SEC as to the principal elements of such resolutions, as previously disclosed on July 25, 2024. On October 15, 2024, Raytheon Company entered into a deferred prosecution agreement (DPA) (DPA-1) with the DOJ and on October 16, 2024, the Company settled an administrative proceeding with the SEC to resolve these matters. Pursuant to DPA-1, the DOJ will defer, for a period of three years, criminal prosecution of Raytheon Company related to Raytheon Company’s conspiracy to violate the anti-bribery provisions of the FCPA and conspiracy to violate the AECA by failing to make related disclosures of certain payments that qualified as fees, commissions and/or political contributions under Part 130 of the ITAR. If Raytheon Company and the Company fully comply with all of their respective obligations under DPA-1 during its three-year term, the DOJ will move for dismissal with prejudice of the deferred charges against Raytheon Company. DPA-1 provides for a criminal monetary penalty and forfeiture of $ 282 million. In addition, the SEC’s administrative order issued in connection with the administrative proceeding settlement alleged that Raytheon Company violated the anti-bribery, books and records, and internal controls provisions of the FCPA. The order provides for a $ 102 million payment to the SEC that includes disgorgement, prejudgment interest on disgorgement, and a civil penalty. Under DPA-1, the SEC’s administrative order, and DPA-2 discussed in “DOJ Investigation and Contract Pricing Disputes” below, Raytheon Company and the Company are required to retain an independent compliance monitor(s) satisfactory to the DOJ and the SEC and are required to undertake certain cooperation and disclosure obligations for a three-year term. The compliance monitor(s) will oversee Raytheon Company’s and the Company’s compliance with their respective obligations under DPA-1, the SEC’s administrative order, and DPA-2 discussed in “DOJ Investigation and Contract Pricing Disputes” below. The Company has accrued $ 384 million in the aggregate for DPA-1 and the SEC’s administrative order as of September 30, 2024, which will be paid during the fourth quarter of 2024. The Company does not believe that these matters will have a material adverse effect on our results of operations, financial condition, or liquidity. DOJ Investigation and Contract Pricing Disputes As previously disclosed, on October 8, 2020, the Company received a criminal subpoena from the DOJ seeking information and documents in connection with an investigation relating to financial accounting, internal controls over financial reporting, and cost reporting regarding Raytheon Company since 2009. The investigation involved multi-year contracts subject to governmental regulation, including defective pricing claims for certain Raytheon Company contracts entered into between 2011 and 2013. As part of the same investigation, on March 24, 2021, the Company received a second criminal subpoena from the DOJ seeking documents relating to a certain contract entered into in 2017 by Raytheon Company. As previously disclosed on July 25, 2024, following the government’s and the Company’s own internal investigations, the Company engaged in resolution discussions with the DOJ, and during the quarter ended June 30, 2024, the Company reached an agreement in principle with the DOJ as to the principal elements of such resolution. In addition, the Company cooperated with the DOJ with respect to a related civil defective pricing investigation under the False Claims Act (FCA). On October 16, 2024, Raytheon Company entered into a DPA (DPA-2) and an FCA settlement agreement (FCA Settlement Agreement) with the DOJ to resolve these matters. Pursuant to DPA-2, the DOJ will defer, for a period of three years, criminal prosecution of Raytheon Company related to two counts of major fraud against the United States by Raytheon Company involving two legacy contracts. If Raytheon Company and the Company fully comply with all of their respective obligations in DPA-2 during its three-year term, the DOJ will move for dismissal with prejudice of the deferred charges against Raytheon Company. DPA-2 provides for a criminal penalty in the amount of $ 147 million, plus restitution, and the FCA Settlement Agreement provides for an FCA settlement payment in the amount of $ 428 million plus interest ($ 4 million at September 30, 2024), which includes restitution that will satisfy the criminal restitution obligation when paid. Under DPA-2 as well as DPA-1 and the SEC administrative order discussed in “Thales-Raytheon Systems and Related Matters” above, Raytheon Company and the Company are required to retain an independent compliance monitor(s) satisfactory to the DOJ and the SEC and are required to undertake certain cooperation and disclosure 23 Table of Contents obligations for a three-year term. The compliance monitor(s) will oversee Raytheon Company’s and the Company’s compliance with their respective obligations under DPA-2 as well as DPA-1 and the SEC administrative order discussed in “Thales-Raytheon Systems and Related Matters” above. The Company has accrued $ 579 million in the aggregate for DPA-2 and the FCA Settlement Agreement as of September 30, 2024, which will be paid during the fourth quarter of 2024. The Company does not believe that these matters, will have a material adverse effect on our results of operations, financial condition, or liquidity. Trade Compliance Matters From time to time, we identify, investigate, remediate, and voluntarily disclose violations or potential violations of the ITAR and EAR to the relevant regulators. In May 2024, the U.S. Department of State’s (DOS) Office of Defense Trade Controls Compliance (DTCC) informed the Company of its intent to seek administrative penalties for alleged violations of the AECA and the ITAR. The DTCC informed us that it considers certain of our voluntary disclosures, primarily identified in connection with the integration of Rockwell Collins and, to a lesser extent, Raytheon Company, filed since 2019 to reflect deficiencies warranting a civil penalty. On August 29, 2024, the Company entered into a Consent Agreement (CA) with the DOS to resolve these matters. The CA settles certain AECA and ITAR compliance matters with the DTCC and the Directorate of Defense Trade Controls. The CA has a three-year term and provides for: (i) a civil penalty of $ 200 million, $ 100 million of which is suspended on the condition that such amount is applied to DTCC-approved remedial compliance measures; (ii) the appointment of an external Special Compliance Officer to oversee compliance with the CA, the AECA, and the ITAR; (iii) an external audit of the Company’s AECA and ITAR compliance program; and (iv) implementation of additional remedial compliance measures related to AECA and ITAR compliance. The $ 100 million portion of the settlement that is not subject to suspension, which was accrued by the Company in the second quarter ended June 30, 2024, will be paid in installments, with $ 34 million paid in September 2024, $ 33 million paid by August 29, 2025, and $ 33 million paid by August 29, 2026. As previously disclosed, the Company has determined that there is a probable risk of liability for potential penalties related to other export compliance matters which have been voluntarily disclosed to the cognizant regulators, but which are not subject to the CA. We have accrued $ 251 million in the aggregate as of September 30, 2024 for these matters and the matters being resolved pursuant to the CA. We are currently unable to estimate the timing or outcome of the other voluntarily disclosed export compliance matters that are not subject to the CA. However, the Company does not believe these matters will have a material adverse effect on our results of operations, financial condition, or liquidity. UTC Equity Conversion Litigation As previously disclosed, on December 6, 2022, a shareholder derivative lawsuit was filed in the Delaware Court of Chancery against the Company and certain current and former members of its Board of Directors, alleging that defendants breached their fiduciary duties in May 2020 by amending the method by which United Technologies Corporation (UTC) equity awards were converted to certain Company equity awards following the separation of UTC into three independent, publicly traded companies. On July 23, 2024, in response to a motion to dismiss filed by the Company, the Court dismissed the shareholder derivative lawsuit in its entirety with prejudice. On August 22, 2024, Plaintiff filed an appeal to the Delaware Supreme Court. We continue to believe that the lawsuit lacks merit. We also continue to believe that this matter will not have a material adverse effect on our results of operations, financial condition, or liquidity. Civil Litigation Related to Employee Hiring Practices Pratt & Whitney is one of multiple defendants in a putative class action lawsuit pending in the United States District Court for the District of Connecticut alleging that Pratt & Whitney and the other defendants agreed to restrict the hiring and recruiting of certain engineers and skilled laborers in a manner that violated federal antitrust laws. Plaintiffs seek to represent different purported classes of engineers and skilled laborers employed by Pratt & Whitney and other supplier-defendants since 2011, and are seeking to recover treble damages in an undetermined amount, plus attorneys’ fees and costs of suit. On August 30, 2024, Pratt & Whitney filed a notice with the court that the parties have reached agreement in principle to settle Plaintiffs’ claims on a class-wide basis for an immaterial amount. In April 2024, a shareholder derivative lawsuit was filed in the Delaware Court of Chancery against the Company and certain current and former officers and directors of the Company alleging that defendants breached their fiduciary duties by failing to implement and enforce a reasonable oversight mechanism for compliance with antitrust laws. Based on the information available to date, we do not believe that this this matter will have a material adverse effect on our results of operations, financial condition, or liquidity. Powder Metal Disclosure Litigation and SEC Investigation Following the Company’s disclosures of a rare condition in powder metal used to manufacture certain Pratt & Whitney engine parts, two sets of civil actions were filed against RTX. First, two putative federal securities class action lawsuits were filed in the United States District Court for the District of Connecticut against the Company and certain current and former executives of the Company. The lawsuits allege that defendants violated federal securities laws by making material misstatements and 24 Table of Contents omitting material facts relating to Pratt & Whitney’s GTF engine fleet, including the impact of the powder metal issue on the fleet, in various regulatory filings. The lawsuits were consolidated and remain pending. Second, multiple shareholder derivative lawsuits were filed against current and former officers and directors of the Company, all of which have now been consolidated into a single action which is pending in the United States District Court for the District of Delaware. The operative complaint in the consolidated action alleges that the defendants caused the Company to make materially false and misleading statements relating to Pratt & Whitney’s GTF engines, and failed to maintain an adequate system of oversight, disclosure controls and procedures, and internal controls over financial reporting. Based on the information available to date, we do not believe that either matter will have a material adverse effect on our results of operations, financial condition, or liquidity. On November 7, 2023, January 30, 2024, and May 21, 2024, the Company received subpoenas from the SEC seeking engineering, operational, organizational, accounting, and financial documents in connection with an investigation relating to the Company’s disclosures in 2023 of issues arising from Pratt & Whitney’s use of powder metal in manufacturing various engine parts, its identification of certain risks associated with those manufacturing processes, and corrective actions identified by Pratt & Whitney to mitigate those risks. The Company is cooperating with the SEC and is responding to the subpoenas. At this time, we are unable to predict the timing or outcome of this SEC investigation. Where appropriate, we have recorded loss contingency accruals for the above-referenced matters. Unless noted above, loss contingency accruals are immaterial individually or in the aggregate. Other. As described in “Note 15: Guarantees,” we extend performance and operating cost guarantees beyond our normal warranty and service policies for extended periods on some of our products. We have accrued our estimate of the liability that may result under these guarantees and for service costs that are probable and can be reasonably estimated. We also have other commitments and contingent liabilities related to legal proceedings, self-insurance programs, and matters arising out of the normal course of business. We accrue contingencies based upon a range of possible outcomes. If no amount within this range is a better estimate than any other, then we accrue the minimum amount. In the ordinary course of business, the Company and its subsidiaries are also routinely defendants in, parties to, or otherwise subject to many pending and threatened legal actions, claims, disputes, and proceedings. These matters are often based on alleged violations of contract, product liability, warranty, regulatory, environmental, health and safety, employment, intellectual property, tax, and other laws. In some instances, claims for substantial monetary damages are asserted against the Company and its subsidiaries and could result in fines, penalties, compensatory or treble damages, or non-monetary relief. We do not believe that these matters will have a material adverse effect upon our results of operations, financial condition, or liquidity. Note 17: Equity Common Stock - Share Repurchases. On October 24, 2023, we entered into accelerated share repurchase (ASR) agreements with certain financial institution counterparties to repurchase shares of our common stock for an aggregate purchase price of $ 10 billion. The ASR agreements provided for the repurchase of our common stock based on the average of the daily volume-weighted average prices of our common stock during the term of such ASR agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement. Pursuant to the ASR agreements, we made aggregate payments of $ 10 billion on October 26, 2023, and received initial deliveries of approximately 108.4 million shares of our common stock at a price of $ 78.38 per share, which, on that date, represented approximately 85% of the shares expected to be repurchased. The aggregate purchase price was recorded as a reduction to Shareowners’ equity, consisting of an $ 8.5 billion increase in Treasury stock and a $ 1.5 billion decrease in Common stock. The shares associated with the remaining portion of the aggregate purchase price have been settled over two tranches. In July 2024, the first tranche was settled upon final delivery to us of approximately 0.4 million shares of common stock. In September 2024, with respect to the second tranche, we owed approximately 2.2 million shares of common stock that we elected to cash settle for $ 261 million. The cash payment required as a result of the second tranche settlement was due to the significant increase in the price of our common stock during the ASR term. The final average price under the ASR was $ 94.28 per share. 25 Table of Contents Accumulated Other Comprehensive Loss. A summary of the changes in each component of Accumulated other comprehensive loss, net of tax for the quarters and nine months ended September 30, 2024 and 2023 is provided below: (dollars in millions) Foreign Currency Translation Defined Benefit Pension and Postretirement Plans Unrealized Hedging Gains (Losses) Accumulated Other Comprehensive Loss Quarter Ended September 30, 2024 Balance at June 30, 2024 $ ( 632 ) $ ( 2,102 ) $ 16 $ ( 2,718 ) Other comprehensive income (loss) before reclassifications, net 749 ( 72 ) 125 802 Amounts reclassified, pre-tax — ( 44 ) 14 ( 30 ) Tax benefit (expense) 6 11 ( 40 ) ( 23 ) Balance at September 30, 2024 $ 123 $ ( 2,207 ) $ 115 $ ( 1,969 ) Nine Months Ended September 30, 2024 Balance at December 31, 2023 $ ( 440 ) $ ( 2,026 ) $ 47 $ ( 2,419 ) Other comprehensive income (loss) before reclassifications, net 560 ( 82 ) 64 $ 542 Amounts reclassified, pre-tax — ( 131 ) 23 $ ( 108 ) Tax benefit (expense) 3 32 ( 19 ) 16 Balance at September 30, 2024 $ 123 $ ( 2,207 ) $ 115 $ ( 1,969 ) (dollars in millions) Foreign Currency Translation Defined Benefit Pension and Postretirement Plans Unrealized Hedging Gains (Losses) Accumulated Other Comprehensive Loss Quarter Ended September 30, 2023 Balance at June 30, 2023 $ ( 476 ) $ ( 1,035 ) $ 9 $ ( 1,502 ) Other comprehensive income (loss) before reclassifications, net ( 441 ) 37 ( 132 ) ( 536 ) Amounts reclassified, pre-tax — ( 141 ) 9 ( 132 ) Tax benefit (expense) ( 3 ) 33 24 54 Balance at September 30, 2023 $ ( 920 ) $ ( 1,106 ) $ ( 90 ) $ ( 2,116 ) Nine Months Ended September 30, 2023 Balance at December 31, 2022 $ ( 1,005 ) $ ( 782 ) $ ( 231 ) $ ( 2,018 ) Other comprehensive income (loss) before reclassifications, net 85 ( 7 ) 101 179 Amounts reclassified, pre-tax — ( 426 ) 73 ( 353 ) Tax benefit (expense) — 109 ( 33 ) 76 Balance at September 30, 2023 $ ( 920 ) $ ( 1,106 ) $ ( 90 ) $ ( 2,116 ) Note 18: Segment Financial Data Our operations, for the periods presented herein, are classified into three principal segments: Collins, Pratt & Whitney, and Raytheon. Our segments are generally based on the management structure of the businesses and the grouping of similar operating companies, where each management organization has general operating autonomy over diversified products and services. We present a FAS/CAS operating adjustment outside of segment results, which represents the difference between the service cost component of our pension and PRB expense under the Financial Accounting Standards (FAS) requirements of U.S. Generally Accepted Accounting Principles (GAAP) and our pension and PRB expense under U.S. government Cost Accounting Standards (CAS) primarily related to our Raytheon segment. While the ultimate liability for pension and PRB costs under FAS and CAS is similar, the pattern of cost recognition is different. Over time, we generally expect to recover the related Raytheon 26 Table of Contents pension and PRB liabilities through the pricing of our products and services to the U.S. government. Collins and Pratt & Whitney generally record pension and PRB expense on a FAS basis . Acquisition accounting adjustments include the amortization of acquired intangible assets related to acquisitions, the amortization of the property, plant, and equipment fair value adjustment acquired through acquisitions, the amortization of customer contractual obligations related to loss making or below market contracts acquired, and goodwill impairment, if applicable. These adjustments are not considered part of management’s evaluation of segment results . Total sales and operating profit (loss) by segment include inter-segment sales which are generally recorded at cost-plus a specified fee or at a negotiated fixed price. These pricing arrangements may result in margins different than what the purchasing segment realizes on the ultimate third-party sale. Results for the quarters ended September 30, 2024 and 2023 are as follows: Net Sales Operating Profit (Loss) Operating Profit (Loss) Margins (dollars in millions) 2024 2023 2024 2023 2024 2023 Collins Aerospace $ 7,075 $ 6,629 $ 1,062 $ 903 15.0 % 13.6 % Pratt & Whitney (2) 7,239 926 557 ( 2,482 ) 7.7 % ( 268.0 ) % Raytheon 6,386 6,472 647 560 10.1 % 8.7 % Total segment 20,700 14,027 2,266 ( 1,019 ) 10.9 % ( 7.3 ) % Eliminations and other (1) ( 611 ) ( 563 ) ( 14 ) ( 69 ) Corporate expenses and other unallocated items — — 100 ( 63 ) FAS/CAS operating adjustment — — 210 272 Acquisition accounting adjustments — — ( 534 ) ( 517 ) Consolidated $ 20,089 $ 13,464 $ 2,028 $ ( 1,396 ) 10.1 % ( 10.4 ) % (1) Includes the operating results of certain smaller operations. (2) 2023 includes the impacts of the Powder Metal Matter. Results for the nine months ended September 30, 2024 and 2023 are as follows: Net Sales Operating Profit (Loss) Operating Profit (Loss) Margins (dollars in millions) 2024 2023 2024 2023 2024 2023 Collins Aerospace $ 20,747 $ 19,133 $ 3,029 $ 2,699 14.6 % 14.1 % Pratt & Whitney (2) 20,497 11,857 1,511 ( 1,837 ) 7.4 % ( 15.5 ) % Raytheon (3) 19,556 19,464 1,770 1,775 9.1 % 9.1 % Total segment 60,800 50,454 6,310 2,637 10.4 % 5.2 % Eliminations and other (1) ( 1,685 ) ( 1,461 ) ( 55 ) ( 34 ) Corporate expenses and other unallocated items (4) — — ( 926 ) ( 165 ) FAS/CAS operating adjustment — — 636 845 Acquisition accounting adjustments — — ( 1,538 ) ( 1,499 ) Consolidated $ 59,115 $ 48,993 $ 4,427 $ 1,784 7.5 % 3.6 % (1) Includes the operating results of certain smaller operations. (2) 2023 includes the impacts of the Powder Metal Matter. (3) Operating Profit and Margins include a $ 0.6 billion charge in the second quarter of 2024 related to the anticipated Raytheon Contract Termination and a $ 0.4 billion gain, net of transaction and other related costs, in the first quarter of 2024 related to the sale of our CIS business. See “Note 5: Changes in Contract Estimates at Completion” and “Note 2: Acquisitions and Dispositions,” respectively, for additional information. (4) Includes a $ 0.9 billion charge in the second quarter of 2024 related to the Resolution of Certain Legal Matters. See “Note 1: Basis of Presentation” for additional information. We disaggregate our contracts from customers by geographic region based on customer location, by type of customer, and by sales type. Our geographic region based on customer location uses end user customer location where known or practical to determine, or in instances where the end user customer is not known or not practical to determine, uses “ship to” location as the customer location. In addition, for our Raytheon segment, we disaggregate our contracts from customers by contract type. We believe these categories best depict how the nature, amount, timing, and uncertainty of our revenue and cash flows are affected by economic factors. 27 Table of Contents Segment sales disaggregated by geographic region based on customer location for the quarters ended September 30, 2024 and 2023 are as follows: 2024 2023 (dollars in millions) Collins Aerospace Pratt & Whitney Raytheon Other Total Collins Aerospace Pratt & Whitney Raytheon Other Total United States $ 3,401 $ 3,346 $ 4,615 $ 49 $ 11,411 $ 3,323 $ 2,849 $ 4,987 $ ( 4 ) $ 11,155 Europe 1,611 1,535 973 1 4,120 1,580 1,533 400 1 3,514 Asia Pacific 825 1,449 515 — 2,789 674 1,191 549 — 2,414 Middle East and North Africa 236 179 213 — 628 187 168 469 — 824 Other regions 380 730 31 — 1,141 335 586 37 — 958 Powder Metal Matter — — — — — — ( 5,401 ) — — ( 5,401 ) Consolidated net sales 6,453 7,239 6,347 50 20,089 6,099 926 6,442 ( 3 ) 13,464 Inter-segment sales 622 — 39 ( 661 ) — 530 — 30 ( 560 ) — Business segment sales $ 7,075 $ 7,239 $ 6,386 $ ( 611 ) $ 20,089 $ 6,629 $ 926 $ 6,472 $ ( 563 ) $ 13,464 Segment sales disaggregated by geographic region for the nine months ended September 30, 2024 and 2023 are as follows: 2024 2023 (dollars in millions) Collins Aerospace Pratt & Whitney Raytheon Other Total Collins Aerospace Pratt & Whitney Raytheon Other Total United States $ 10,128 $ 9,629 $ 14,511 $ 129 $ 34,397 $ 9,657 $ 8,327 $ 14,865 $ 81 $ 32,930 Europe 4,871 4,612 2,056 3 11,542 4,580 3,998 1,209 3 9,790 Asia Pacific 2,296 3,977 1,603 1 7,877 1,864 3,068 1,640 1 6,573 Middle East and North Africa 612 489 1,167 — 2,268 531 382 1,525 — 2,438 Other regions 1,131 1,789 111 — 3,031 1,050 1,482 131 — 2,663 Powder Metal Matter — — — — — — ( 5,401 ) — — ( 5,401 ) Consolidated net sales 19,038 20,496 19,448 133 59,115 17,682 11,856 19,370 85 48,993 Inter-segment sales 1,709 1 108 ( 1,818 ) — 1,451 1 94 ( 1,546 ) — Business segment sales $ 20,747 $ 20,497 $ 19,556 $ ( 1,685 ) $ 59,115 $ 19,133 $ 11,857 $ 19,464 $ ( 1,461 ) $ 48,993 Segment sales disaggregated by type of customer for the quarters ended September 30, 2024 and 2023 are as follows: 2024 2023 (dollars in millions) Collins Aerospace Pratt & Whitney Raytheon Other Total Collins Aerospace Pratt & Whitney (2) Raytheon Other Total Sales to the U.S. government (1) $ 1,757 $ 1,595 $ 4,595 $ 49 $ 7,996 $ 1,502 $ 1,239 $ 4,943 $ ( 6 ) $ 7,678 Foreign military sales through the U.S. government 85 433 984 — 1,502 76 474 767 — 1,317 Foreign government direct commercial sales 319 196 702 1 1,218 257 127 636 — 1,020 Commercial aerospace and other commercial sales 4,292 5,015 66 — 9,373 4,264 ( 914 ) 96 3 3,449 Consolidated net sales 6,453 7,239 6,347 50 20,089 6,099 926 6,442 ( 3 ) 13,464 Inter-segment sales 622 — 39 ( 661 ) — 530 — 30 ( 560 ) — Business segment sales $ 7,075 $ 7,239 $ 6,386 $ ( 611 ) $ 20,089 $ 6,629 $ 926 $ 6,472 $ ( 563 ) $ 13,464 (1) Excludes foreign military sales through the U.S. government. (2) Includes the reduction in sales from the Powder Metal Matter. 28 Table of Contents Segment sales disaggregated by customer for the nine months ended September 30, 2024 and 2023 are as follows: 2024 2023 (dollars in millions) Collins Aerospace Pratt & Whitney Raytheon Other Total Collins Aerospace Pratt & Whitney (2) Raytheon Other Total Sales to the U.S. government (1) $ 4,951 $ 4,664 $ 14,432 $ 128 $ 24,175 $ 4,670 $ 3,774 $ 14,670 $ 79 $ 23,193 Foreign military sales through the U.S. government 248 1,129 2,643 — 4,020 226 1,158 2,436 — 3,820 Foreign government direct commercial sales 945 514 2,136 2 3,597 793 347 1,970 3 3,113 Commercial aerospace and other commercial sales 12,894 14,189 237 3 27,323 11,993 6,577 294 3 18,867 Consolidated net sales 19,038 20,496 19,448 133 59,115 17,682 11,856 19,370 85 48,993 Inter-segment sales 1,709 1 108 ( 1,818 ) — 1,451 1 94 ( 1,546 ) — Business segment sales $ 20,747 $ 20,497 $ 19,556 $ ( 1,685 ) $ 59,115 $ 19,133 $ 11,857 $ 19,464 $ ( 1,461 ) $ 48,993 (1) Excludes foreign military sales through the U.S. government. (2) Includes the reduction in sales from the Powder Metal Matter. Segment sales disaggregated by sales type for the quarters ended September 30, 2024 and 2023 are as follows: 2024 2023 (dollars in millions) Collins Aerospace Pratt & Whitney Raytheon Other Total Collins Aerospace Pratt & Whitney (1) Raytheon Other Total Products $ 5,024 $ 4,119 $ 5,524 $ 41 $ 14,708 $ 4,761 $ ( 1,486 ) $ 5,339 $ 1 $ 8,615 Services 1,429 3,120 823 9 5,381 1,338 2,412 1,103 ( 4 ) 4,849 Consolidated net sales 6,453 7,239 6,347 50 20,089 6,099 926 6,442 ( 3 ) 13,464 Inter-segment sales 622 — 39 ( 661 ) — 530 — 30 ( 560 ) — Business segment sales $ 7,075 $ 7,239 $ 6,386 $ ( 611 ) $ 20,089 $ 6,629 $ 926 $ 6,472 $ ( 563 ) $ 13,464 (1) Includes the reduction in sales from the Powder Metal Matter. Segment sales disaggregated by sales type for the nine months ended September 30, 2024 and 2023 are as follows: 2024 2023 (dollars in millions) Collins Aerospace Pratt & Whitney Raytheon Other Total Collins Aerospace Pratt & Whitney (1) Raytheon Other Total Products $ 14,884 $ 11,925 $ 16,648 $ 116 $ 43,573 $ 13,813 $ 4,765 $ 16,149 $ 86 $ 34,813 Services 4,154 8,571 2,800 17 15,542 3,869 7,091 3,221 ( 1 ) 14,180 Consolidated net sales $ 19,038 $ 20,496 $ 19,448 $ 133 $ 59,115 $ 17,682 $ 11,856 $ 19,370 $ 85 $ 48,993 Inter-segment sales 1,709 1 108 ( 1,818 ) — 1,451 1 94 ( 1,546 ) — Business segment sales $ 20,747 $ 20,497 $ 19,556 $ ( 1,685 ) $ 59,115 $ 19,133 $ 11,857 $ 19,464 $ ( 1,461 ) $ 48,993 (1) Includes the reduction in sales from the Powder Metal Matter. Raytheon segment sales disaggregated by contract type for the quarters ended September 30, 2024 and 2023 are as follows: (dollars in millions) 2024 2023 Fixed-price $ 3,409 $ 2,997 Cost-type 2,938 3,445 Consolidated net sales 6,347 6,442 Inter-segment sales 39 30 Business segment sales $ 6,386 $ 6,472 29 Table of Contents Raytheon segment sales disaggregated by contract type for the nine months ended September 30, 2024 and 2023 are as follows: (dollars in millions) 2024 2023 Fixed-price $ 10,020 $ 9,639 Cost-type 9,428 9,731 Consolidated net sales 19,448 19,370 Inter-segment sales 108 94 Business segment sales $ 19,556 $ 19,464 Note 19: Remaining Performance Obligations (RPO) RPO represents the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. Total RPO was $ 221 billion as of September 30, 2024. Of the total RPO as of September 30, 2024, we expect approximately 25 % will be recognized as revenue over the next 12 months. Approximately 45 % of our RPO relates to long-term commercial aerospace maintenance contracts at Pratt & Whitney, which are generally expected to be realized over a span of up to 20 years. Note 20: Accounting Pronouncements In March 2024, the SEC issued the final rule under SEC Release Nos. 33-11275 and 34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model, and outlook, as well as relating to assessment, management, oversight, and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement. In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance income tax reporting disclosures and require disclosure of specific categories in the tabular rate reconciliation. The new standard is effective for fiscal years beginning after December 15, 2024, on a prospective basis. Early adoption and retrospective application are permitted. We are currently evaluating the impact on our disclosures of adopting this new pronouncement. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands the segment reporting disclosures and requires disclosure of segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, amounts and description of its composition for other segment items, and interim disclosure of a reportable segment’s profit or loss and assets. Additionally, the amendments require the disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and deciding how to allocate resources. The new standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact on our disclosures of adopting this new pronouncement. Other new pronouncements issued but not effective until after September 30, 2024 are not expected to have a material impact on our results of operations, financial condition, or liquidity. 30 Table of Contents With respect to the unaudited condensed consolidated financial information of RTX for the quarters and nine months ended September 30, 2024 and 2023, PricewaterhouseCoopers LLP (PwC) reported that it has applied limited procedures in accordance with professional standards for a review of such information. However, its report dated October 22, 2024, appearing below, states that the firm did not audit and does not express an opinion on that unaudited condensed consolidated financial information. PwC has not carried out any significant or additional audit tests beyond those that would have been necessary if their report had not been included. Accordingly, the degree of reliance on its report on such information should be restricted in light of the limited nature of the review procedures applied. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended (the Act) for its report on the unaudited condensed consolidated financial information because that report is not a “report” or a “part” of a registration statement prepared or certified by PwC within the meaning of Sections 7 and 11 of the Act. Report of Independent Registered Public Accounting Firm To the Shareowners and Board of Directors of RTX Corporation Results of Review of Interim Financial Information We have reviewed the accompanying condensed consolidated balance sheet of RTX Corporation and its subsidiaries (the “Company”) as of September 30, 2024, and the related condensed consolidated statements of operations, of comprehensive income (loss), and of changes in equity for the three-month and nine-month periods ended September 30, 2024 and 2023, and the condensed consolidated statement of cash flows for the nine-month periods ended September 30, 2024 and 2023, including the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of operations, of comprehensive income, of changes in equity, and of cash flows for the year then ended (not presented herein), and in our report dated February 5, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. Basis for Review Results This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts October 22, 2024 31 Table of Contents